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                                                                   EXHIBIT 10(P)
                              RIVIERA TOOL COMPANY
                       1998 KEY EMPLOYEE STOCK OPTION PLAN


ARTICLE I. - PURPOSE


         The purpose of the Riviera Tool Company 1998 Key Employee Stock Option
Plan (the "Plan") is to enable key employees of Riviera Tool Company (the
"Company") to participate in the Company's future growth and profitability by
offering them long-term performance-based incentive compensation. The Plan also
provides a means through which the Company can attract and retain key employees
and directors.


ARTICLE II. - DEFINITIONS

         2.1 The following terms have the meaning described below when used in
the Plan:

                  (a)      "Board of Directors" shall mean the Board of 
Directors of the Company.

                  (b)      "Code" shall mean the Internal Revenue Code of 1986,
as amended, and as it may be further amended from time to time.

                  (c)      "Committee" shall mean the Stock Option Committee of 
the Board of Directors.

                  (d)      "Common Stock" shall mean the Common Stock no par 
value of the Company.

                  (e)      "Fair Market Value" shall mean as of any given date 
the closing price of the Common Stock on the American Stock Exchange rounded, if
necessary, to the next full one cent, or if there is no such price published,
then on the most recent preceding date on which such prices are published.

                  (f)      "Option" shall mean a stock option granted under
Article VI.

                  (g)      "Participant" shall mean an eligible employee, member
of the Board of Directors or any other individual valuable services to the
Company, as designated by the Compensation Committee from time to time, who has
been granted an Option.

                  (h)      "Subsidiary" shall mean a corporation a majority of
the outstanding voting capital stock of which is owned by the Company.


ARTICLE III. - ADMINISTRATION

         3.1      Compensation Committee. (a) The Compensation Committee 
appointed by the Board of Directors of the Company (the "Committee") shall
administer the Plan. The Committee shall have full power and authority, subject
to such orders or resolutions not inconsistent with the provisions of the Plan
as may from time to time be issued or adopted by the Board of Directors, to
grant to eligible persons, Options under Article VI of the Plan, to interpret
the provisions of the Plan and any agreements relating to Options granted under
the Plan and to supervise the administration of the Plan.

                  (b)       Decisions of Committee. All decisions made by the
Committee pursuant to the provisions of the Plan and related resolutions of the
Board of Directors shall be final, conclusive and binding on all persons,
including the Company, its shareholders, Directors and employees, and
beneficiaries of employees.


ARTICLE IV. - SHARES SUBJECT TO THE PLAN

         4.1      (a) Number of Shares. Subject to adjustment as provided for in
Section 4.1(b), the maximum number of shares of Common Stock with respect to
which Options may be granted shall be 200,000 shares of Common Stock. Shares of
Common Stock shall be made available from the authorized but unissued shares of
the Company. If an Option granted under the Plan shall expire or terminate for
any reason, the shares subject to, but not delivered, under such Option shall be
available for other Options to be issued under the Plan.



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         (b)      Adjustments. All as may be deemed appropriate by the 
Committee, the aggregate number of shares of Common Stock which may be issued
under the Plan, the number of shares covered by each outstanding Option, and the
price per share in each Option, shall all be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock of the
Company resulting from a subdivision or consolidation of shares or any other
capital adjustment, a stock split, the payment of a stock dividend in excess of
5% per fiscal year of the Company, or other increase or decrease in such shares
effected without receipt of consideration by the Company.


ARTICLE V. - ELIGIBILITY

         5.1      The persons eligible to participate in the Plan and receive 
Options under the Plan shall consist of officers, directors and other key
employees of the Company and its subsidiaries, directors who are full time
employees or any other individual, as determined by the Compensation Committee.


ARTICLE VI. - STOCK OPTIONS

         6.1      Grant of Options. Subject to the limitations of the Plan, the
Committee, after such consultation with and consideration of the recommendations
of management as the Committee considers desirable, shall select from eligible
persons Participants to be granted Options, determine the time when each Option
shall be granted, the number of shares subject to each Option and the time when
options shall vest and be exercisable. More than one Option may be granted to
the same person. Options granted under the Plan are not intended to be qualified
under Section 422 of the Internal Revenue Code of 1986, as amended, or successor
provisions thereto.

         6.2      Option Agreements. Each Option under the Plan shall be 
evidenced by an option agreement that shall be signed by an officer of the
Company and the Participant and shall contain such provisions as may be approved
by the Committee. Any such option agreement may be amended from time to time as
approved by the Committee and the Participant, provided that the terms of such
option agreement after being amended conform to the terms of the Plan.

         6.3      Option Price. The price at which shares may be purchased upon
exercise of an Option shall be not less than one hundred percent (100%) of the
Fair Market Value of such shares on the date such Option is granted.

         6.4      Exercise of Options.

                  (a) The period during which each Option may be exercised shall
be fixed by the Committee at the time such Option is granted, not to exceed ten
years.

                  (b) Subject to the terms and conditions of the option
agreement and unless cancelled prior to exercise, each Option shall be
exercisable in whole or in part in installments at such time or times as the
Committee may prescribe and specify in the applicable option agreement.

                  (c) No shares shall be delivered pursuant to any exercise of
an Option until payment in full of the option price therefor is received by the
Company. Such payment shall be made in cash or, at the discretion of the
Committee, through the delivery of shares of Common Stock of the Company with a
value equal to the total option price or a combination of cash and shares. Any
shares so delivered shall be valued at their Fair Market Value on the exercise
date. No Participant shall be deemed to be a holder of any shares subject to any
Option prior to the issuance of such shares upon exercise of such Option.

         6.5      Non-Transferability of Options. No Option or any rights with
respect thereto shall be subject to any debts or liabilities of a Participant,
nor be assignable or transferable except by Will or the laws of descent and
distribution, nor be exercisable during the Participant's lifetime other than by
the Participant, nor shall Common Stock be issued to or in the name of one other
than the Participant; provided, however, that an Option may after the death or
disability of a Participant be exercised pursuant to Section 6.6(b); and
provided further than any Common Stock issued to a Participant hereunder may at
the request of the Participant be issued in the names of the Participant and one
other person, as joint tenants with right of survivorship and not as tenants in
common, or in the name of a trust for the benefit of the Participant or for the
benefit of the Participant and others.

         6.6      Termination, Death and Disability. Subject to the condition 
that no Option may be exercised in whole or in part after the expiration of the
option period specified in the applicable option agreement:

                  (a) Except as hereinafter provided, an Option may be exercised
by the Participant only while such Participant is in the employ or a member of
the Board of Directors of the Company or a subsidiary or in the case of a
designated person who is not an employee or director, as provided by the terms
of the grant. In the event that the service of a Participant to whom an Option
has been granted under the Plan shall terminate (except as set forth below) such
Option may be exercised, to the extent that the Option was exercisable on the
date of termination, only until the earlier of three (3) months after such
termination or the original expiration date of the Option; provided, however,
that if termination results from death or total and permanent disability, such
three (3) month period shall be extended to twelve (12) months; and provided,
further, that any Option held by a 


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Participant whose service shall be terminated either (i) for cause as determined
by the Committee or (ii) voluntarily by the Participant and without the consent
of the Company shall, to the extent not theretofore exercised, forthwith
terminate.

                  (b)      In the event of the permanent disability of a 
Participant as determined by the Committee, an Option which is otherwise
exercisable may be exercised by the Participant's legal representative or
guardian. In the event of the death of the Participant, an Option which is
otherwise exercisable may be exercised by the person or persons whom the
Participant shall have designated in writing on forms prescribed by and filed
with the Committee ("Beneficiaries"), or, if no such designation has been made,
by the person or persons to whom the Participant's rights shall have passed by
Will or the laws of descent and distribution, including a personal
representative ("Successors"). The Committee may require an indemnity and/or
such evidence or other assurances as it may deem necessary in connection with an
exercise by a legal representative, guardian, Beneficiary or Successor.


ARTICLE VII. - GENERAL PROVISIONS

         7.1      Change in Control.

                  (a)      In the case of a Change in Control (as defined below)
of the Company, unless the Committee determines otherwise, each Option then
outstanding shall immediately become exercisable in full.

                  (b)      Any determination by the Committee made pursuant to 
this Section may be made as to all outstanding Options or only as to certain
Options specified by the Committee and any such determinations shall be made in
cases covered by subparagraphs 7.1(c)(i) and (ii) below prior to or as soon as
practicable after the occurrence of such event and in the cases covered by
subparagraphs 7.1(c)(iii) or (iv) prior to the occurrence of such event.

                  (c)      A Change in Control shall occur if:

                           (i)      Any  "person" or "group of  persons"  as 
such terms are defined in Section 13(d) and 14(d) of the Securities Exchange Act
of 1934 (the "Exchange Act"), other than a participant in this Plan, directly or
indirectly purchases or otherwise becomes the "beneficial owner" (as defined in
the Exchange Act) or has the right to acquire such beneficial ownership (whether
or not such right is exercised immediately, with the passage of time or subject
to any condition) of voting securities representing thirty percent (30%) or more
of the combined voting power of all outstanding voting securities of the
Company,

                           (ii)     The  shareholders  of the Company  shall 
approve an agreement to merge or consolidate the Company with or into another
corporation as a result of which less than fifty percent (50%) of the
outstanding voting securities of the surviving or resulting entity are or are to
be owned by the former shareholders of the Company, or

                           (iii)    The  shareholders  of the  Company  shall  
approve the sale of all or substantially all of the Company's business and/or
assets to a person or entity that is not a wholly-owned subsidiary of the
Company.


         7.2      No Right of Continued Service. Neither the establishment of 
the Plan, the granting of Options or the payment of any benefits hereunder or
any action of the Company or of the Board of Directors or of the Committee shall
be held or construed to confer upon any person any legal right to be continued
in the employ of the Company or its subsidiaries, or as a Director thereof, each
of which expressly reserves the right to discharge any person whenever the
interest of any such company in its sole discretion may so require without
liability to such company, the Board of Directors or the Committee except as to
any rights that may be expressly conferred upon such Participant under the Plan.

         7.3      No Segregation of Cash or Shares. The Company shall not be 
required to segregate any shares of Common Stock that may at any time be
represented by Options, and the Plan shall constitute an "unfunded" plan of the
Company. No employee shall have rights with respect to shares of Common Stock
prior to the delivery of such shares. The Company shall not, by any provisions
of the Plan, be deemed to be a trustee of any Common Stock or any other property
and the liabilities of the Company to any employee pursuant to the Plan shall be
those of a debtor pursuant to such contract obligations as are created by or
pursuant to the Plan, and the rights of any employee, former employee or
beneficiary under the Plan shall be limited to those of a general creditor of
the Company.

         7.4      Delivery of Shares. No shares shall be delivered pursuant to 
any exercise of an Option under the Plan unless the requirements of such laws
and regulations as may be deemed by the Committee to be applicable thereto are
satisfied. All certificates for shares of Common Stock delivered under the Plan
shall be subject to such stock-transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Common Stock is then listed, and any applicable Federal or state
securities law, and the Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such restrictions.

         7.5      Governing Law. The Plan and all determinations made and action
taken pursuant thereto shall be governed by the laws of the State of Michigan
and construed in accordance therewith.

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         7.6      Payments and Tax Withholding. The delivery of any shares of 
Common Stock under the Plan shall be for the account of the Company and any such
delivery or distribution shall not be made until the recipient shall have made
satisfactory arrangements for the payment of any applicable withholding taxes.


ARTICLE VIII. - AMENDMENT AND TERMINATION

         8.1      Amendment or Termination. The Board of Directors may amend or
terminate the Plan provided, however, that no such amendment or termination
shall adversely affect any Option then in effect unless the prior approval of
the Participant so affected is obtained and provided further that any amendment
to the Plan shall be subject to shareholder approval to the extent necessary to
satisfy the requirements of Section 16 under the Securities Exchange Act of
1934.


ARTICLE IX. - EFFECTIVENESS OF PLAN

         9.1      The Plan was adopted by the Board of Directors on October 30,
1998, subject to the approval by the shareholders of the Company.


ARTICLE X. - SEVERABILITY

         10.1     If any provision of the Plan, or any term or condition of any
Option granted thereunder, is invalid, such provision, term, condition or
application shall to that extent be void (or, in the discretion of the Board of
Directors, such provision, term or condition may be amended so as to avoid such
invalidity or failure), and shall not affect other provisions, terms or
conditions or applications thereof, and to this extent such provisions, terms
and conditions are severable.


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