UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                               (Amendment No. 2)*

                              RIVIERA TOOL COMPANY
--------------------------------------------------------------------------------
                                (Name of Issuer)

                           Common Stock, no par value
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    769648106
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                                February 2, 2006
--------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
13G is filed:

      |_|   Rule 13d-1(b)

      |X|   Rule 13d-1(c)

      |_|   Rule 13d-1(d)

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).



--------------------------------------------------------------------------------
CUSIP No. 769648106
--------------------------------------------------------------------------------

1         NAME OF REPORTING PERSON: Laurus Master Fund, Ltd.
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0337673
--------------------------------------------------------------------------------

2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP             (a) |_|
                                                                       (b) |_|
--------------------------------------------------------------------------------

3         SEC USE ONLY
--------------------------------------------------------------------------------
4         CITIZENSHIP OR PLACE OF ORGANIZATION
          Cayman Islands
--------------------------------------------------------------------------------
                 5  SOLE VOTING POWER: 212,454 shares of Common Stock.*
                 ---------------------------------------------------------------
NUMBER OF
SHARES           6  SHARED VOTING POWER: 212,454 shares of Common Stock.*
BENEFICIALLY     ---------------------------------------------------------------
OWNED BY
EACH             7  SOLE DISPOSITIVE POWER: 212,454 shares of Common Stock.*
REPORTING        ---------------------------------------------------------------
PERSON
                 8  SHARED DISPOSITIVE POWER: 212,454 shares of Common Stock.*
--------------------------------------------------------------------------------

9         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          212,454 shares of Common Stock.
--------------------------------------------------------------------------------

10        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
          |X|
--------------------------------------------------------------------------------

11        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
          4.99%
--------------------------------------------------------------------------------
12        TYPE OF REPORTING PERSON
          CO

      * As of February 2, 2006,  Laurus  Master  Fund,  Ltd.  held (i) a Secured
Convertible Term Note, as amended,  in the aggregate initial principal amount of
$3,200,000,  which is convertible  into shares of common stock, no par value per
share (the  "Shares"),  of Riviera Tool  Company,  a Michigan  corporation  (the
"Company"),  at a  conversion  rate of  $1.66  per  share,  subject  to  certain
adjustments  (the "Term Note"),  (ii) a Secured  Convertible  Minimum  Borrowing
Note,  in the  aggregate  initial  principal  amount  of  $2,000,000,  which  is
convertible  into  Shares at a  conversion  rate of $1.66 per share,  subject to
certain  adjustments  (the  "Borrowing  Note"),  (iii) an Amended  and  Restated
Secured Revolving Note, in the aggregate initial principal amount of $9,000,000,
which is  convertible  into  Shares at a  conversion  rate of $1.66  per  share,
subject to certain  adjustments (the "Revolving Note"),  (iv) options to acquire
650,000  Shares at an  exercise  price of $0.01 per  share,  subject  to certain
adjustments  (the  "Options"),  and (v) 198,527  Shares.  Principal and interest
payable under each of the Term Note,  the Borrowing  Note and the Revolving Note
may be payable in either cash or Shares, pursuant to the terms of the applicable
instrument.  Each of the Term Note,  the Borrowing  Note, the Revolving Note and
the Options contains an issuance limitation prohibiting Laurus Master Fund, Ltd.
from  converting  or  exercising  those  securities  to  the  extent  that  such
conversion  or exercise  would result in  beneficial  ownership by Laurus Master
Fund,  Ltd. of more than 4.99% of the Shares then  issued and  outstanding  (the
"4.99%  Issuance  Limitation").  The 4.99% Issuance  Limitation may be waived by
Laurus  Master  Fund,  Ltd.  upon 65 days prior  notice to the Company and shall
automatically  become null and void upon the occurrence and/or continuance of an
event of default  (as  defined in and  pursuant  to the terms of the  applicable
instrument).  Each of the Term Note, the Borrowing  Note, the Revolving Note and
the Options contains an additional issuance limitation prohibiting Laurus Master
Fund,  Ltd. from  converting or exercising  those  securities to the extent that
such  conversion  or exercise  would  result in  beneficial  ownership by Laurus
Master Fund,  Ltd. of more than 19.99% of the Shares then issued and outstanding
(the "19.99% Issuance  Limitation").  The 19.99% Issuance  Limitation may not be
waived by Laurus Master Fund, Ltd. Laurus Master Fund, Ltd. is managed by Laurus
Capital Management, LLC. Eugene Grin and David Grin, through other entities, are
the  controlling  principals of Laurus  Capital  Management,  LLC and share sole
voting and  investment  power over the  securities  owned by Laurus Master Fund,
Ltd.




--------------------------------------------------------------------------------
CUSIP No. 769648106
--------------------------------------------------------------------------------

1         NAME OF REPORTING PERSON: Laurus Capital Management, LLC
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:  13-4150669
--------------------------------------------------------------------------------

2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a) |_|
                                                                      (b) |_|
--------------------------------------------------------------------------------

3         SEC USE ONLY
--------------------------------------------------------------------------------

4         CITIZENSHIP OR PLACE OF ORGANIZATION
          Delaware
--------------------------------------------------------------------------------
                 5  SOLE VOTING POWER: 212,454 shares of Common Stock.*
                 ---------------------------------------------------------------
NUMBER OF
SHARES           6  SHARED VOTING POWER: 212,454 shares of Common Stock.*
BENEFICIALLY     ---------------------------------------------------------------
OWNED BY
EACH             7  SOLE DISPOSITIVE POWER: 212,454 shares of Common Stock.*
REPORTING        ---------------------------------------------------------------
PERSON
                 8  SHARED DISPOSITIVE POWER: 212,454 shares of Common Stock.*
--------------------------------------------------------------------------------

9         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          212,454 shares of Common Stock.
--------------------------------------------------------------------------------

10        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
          |X|
--------------------------------------------------------------------------------

11        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
          4.99%
--------------------------------------------------------------------------------
12        TYPE OF REPORTING PERSON
          CO

* As of February 2, 2006,  Laurus  Master  Fund,  Ltd.  held (i) a Secured
Convertible Term Note, as amended,  in the aggregate initial principal amount of
$3,200,000,  which is convertible  into shares of common stock, no par value per
share (the  "Shares"),  of Riviera Tool  Company,  a Michigan  corporation  (the
"Company"),  at a  conversion  rate of  $1.66  per  share,  subject  to  certain
adjustments  (the "Term Note"),  (ii) a Secured  Convertible  Minimum  Borrowing
Note,  in the  aggregate  initial  principal  amount  of  $2,000,000,  which  is
convertible  into  Shares at a  conversion  rate of $1.66 per share,  subject to
certain  adjustments  (the  "Borrowing  Note"),  (iii) an Amended  and  Restated
Secured Revolving Note, in the aggregate initial principal amount of $9,000,000,
which is  convertible  into  Shares at a  conversion  rate of $1.66  per  share,
subject to certain  adjustments (the "Revolving Note"),  (iv) options to acquire
650,000  Shares at an  exercise  price of $0.01 per  share,  subject  to certain
adjustments  (the  "Options"),  and (v) 198,527  Shares.  Principal and interest
payable under each of the Term Note,  the Borrowing  Note and the Revolving Note
may be payable in either cash or Shares, pursuant to the terms of the applicable
instrument.  Each of the Term Note,  the Borrowing  Note, the Revolving Note and
the Options contains an issuance limitation prohibiting Laurus Master Fund, Ltd.
from  converting  or  exercising  those  securities  to  the  extent  that  such
conversion  or exercise  would result in  beneficial  ownership by Laurus Master
Fund,  Ltd. of more than 4.99% of the Shares then  issued and  outstanding  (the
"4.99%  Issuance  Limitation").  The 4.99% Issuance  Limitation may be waived by
Laurus  Master  Fund,  Ltd.  upon 65 days prior  notice to the Company and shall
automatically  become null and void upon the occurrence and/or continuance of an
event of default  (as  defined in and  pursuant  to the terms of the  applicable
instrument).  Each of the Term Note, the Borrowing  Note, the Revolving Note and
the Options contains an additional issuance limitation prohibiting Laurus Master
Fund,  Ltd. from  converting or exercising  those  securities to the extent that
such  conversion  or exercise  would  result in  beneficial  ownership by Laurus
Master Fund,  Ltd. of more than 19.99% of the Shares then issued and outstanding
(the "19.99% Issuance  Limitation").  The 19.99% Issuance  Limitation may not be
waived by Laurus Master Fund, Ltd. Laurus Master Fund, Ltd. is managed by Laurus
Capital Management, LLC. Eugene Grin and David Grin, through other entities, are
the  controlling  principals of Laurus  Capital  Management,  LLC and share sole
voting and  investment  power over the  securities  owned by Laurus Master Fund,
Ltd.




--------------------------------------------------------------------------------
CUSIP No. 769648106
--------------------------------------------------------------------------------

1         NAME OF REPORTING PERSON: David Grin
--------------------------------------------------------------------------------

2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP               (a) |_|
                                                                         (b) |_|
--------------------------------------------------------------------------------

3         SEC USE ONLY
--------------------------------------------------------------------------------

4         CITIZENSHIP OR PLACE OF ORGANIZATION
          Israel
--------------------------------------------------------------------------------
                 5  SOLE VOTING POWER: 212,454 shares of Common Stock.*
                 ---------------------------------------------------------------
NUMBER OF
SHARES           6  SHARED VOTING POWER: 212,454 shares of Common Stock.*
BENEFICIALLY     ---------------------------------------------------------------
OWNED BY
EACH             7  SOLE DISPOSITIVE POWER: 212,454 shares of Common Stock.*
REPORTING        ---------------------------------------------------------------
PERSON
                 8  SHARED DISPOSITIVE POWER: 212,454 shares of Common Stock.*
--------------------------------------------------------------------------------

9         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          212,454 shares of Common Stock.
--------------------------------------------------------------------------------

10        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
          |X|
--------------------------------------------------------------------------------

11        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
          4.99%
--------------------------------------------------------------------------------
12        TYPE OF REPORTING PERSON
          IN
--------------------------------------------------------------------------------

* As of February 2, 2006,  Laurus  Master  Fund,  Ltd.  held (i) a Secured
Convertible Term Note, as amended,  in the aggregate initial principal amount of
$3,200,000,  which is convertible  into shares of common stock, no par value per
share (the  "Shares"),  of Riviera Tool  Company,  a Michigan  corporation  (the
"Company"),  at a  conversion  rate of  $1.66  per  share,  subject  to  certain
adjustments  (the "Term Note"),  (ii) a Secured  Convertible  Minimum  Borrowing
Note,  in the  aggregate  initial  principal  amount  of  $2,000,000,  which  is
convertible  into  Shares at a  conversion  rate of $1.66 per share,  subject to
certain  adjustments  (the  "Borrowing  Note"),  (iii) an Amended  and  Restated
Secured Revolving Note, in the aggregate initial principal amount of $9,000,000,
which is  convertible  into  Shares at a  conversion  rate of $1.66  per  share,
subject to certain  adjustments (the "Revolving Note"),  (iv) options to acquire
650,000  Shares at an  exercise  price of $0.01 per  share,  subject  to certain
adjustments  (the  "Options"),  and (v) 198,527  Shares.  Principal and interest
payable under each of the Term Note,  the Borrowing  Note and the Revolving Note
may be payable in either cash or Shares, pursuant to the terms of the applicable
instrument.  Each of the Term Note,  the Borrowing  Note, the Revolving Note and
the Options contains an issuance limitation prohibiting Laurus Master Fund, Ltd.
from  converting  or  exercising  those  securities  to  the  extent  that  such
conversion  or exercise  would result in  beneficial  ownership by Laurus Master
Fund,  Ltd. of more than 4.99% of the Shares then  issued and  outstanding  (the
"4.99%  Issuance  Limitation").  The 4.99% Issuance  Limitation may be waived by
Laurus  Master  Fund,  Ltd.  upon 65 days prior  notice to the Company and shall
automatically  become null and void upon the occurrence and/or continuance of an
event of default  (as  defined in and  pursuant  to the terms of the  applicable
instrument).  Each of the Term Note, the Borrowing  Note, the Revolving Note and
the Options contains an additional issuance limitation prohibiting Laurus Master
Fund,  Ltd. from  converting or exercising  those  securities to the extent that
such  conversion  or exercise  would  result in  beneficial  ownership by Laurus
Master Fund,  Ltd. of more than 19.99% of the Shares then issued and outstanding
(the "19.99% Issuance  Limitation").  The 19.99% Issuance  Limitation may not be
waived by Laurus Master Fund, Ltd. Laurus Master Fund, Ltd. is managed by Laurus
Capital Management, LLC. Eugene Grin and David Grin, through other entities, are
the  controlling  principals of Laurus  Capital  Management,  LLC and share sole
voting and  investment  power over the  securities  owned by Laurus Master Fund,
Ltd.




--------------------------------------------------------------------------------
CUSIP No. 769648106
--------------------------------------------------------------------------------


1         NAME OF REPORTING PERSON: Eugene Grin
--------------------------------------------------------------------------------

2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP               (a) |_|
                                                                         (b) |_|
--------------------------------------------------------------------------------

3         SEC USE ONLY
--------------------------------------------------------------------------------

4         CITIZENSHIP OR PLACE OF ORGANIZATION
          United States
--------------------------------------------------------------------------------
                 5  SOLE VOTING POWER: 212,454 shares of Common Stock.*
                 ---------------------------------------------------------------
NUMBER OF
SHARES           6  SHARED VOTING POWER: 212,454 shares of Common Stock.*
BENEFICIALLY     ---------------------------------------------------------------
OWNED BY
EACH             7  SOLE DISPOSITIVE POWER: 212,454 shares of Common Stock.*
REPORTING        ---------------------------------------------------------------
PERSON
                 8  SHARED DISPOSITIVE POWER: 212,454 shares of Common Stock.*
--------------------------------------------------------------------------------

9         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          212,454 shares of Common Stock.
--------------------------------------------------------------------------------

10        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
          |X|
--------------------------------------------------------------------------------

11        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
          4.99%
--------------------------------------------------------------------------------
12        TYPE OF REPORTING PERSON
          IN
--------------------------------------------------------------------------------

      * As of February 2, 2006,  Laurus  Master  Fund,  Ltd.  held (i) a Secured
Convertible Term Note, as amended,  in the aggregate initial principal amount of
$3,200,000,  which is convertible  into shares of common stock, no par value per
share (the  "Shares"),  of Riviera Tool  Company,  a Michigan  corporation  (the
"Company"),  at a  conversion  rate of  $1.66  per  share,  subject  to  certain
adjustments  (the "Term Note"),  (ii) a Secured  Convertible  Minimum  Borrowing
Note,  in the  aggregate  initial  principal  amount  of  $2,000,000,  which  is
convertible  into  Shares at a  conversion  rate of $1.66 per share,  subject to
certain  adjustments  (the  "Borrowing  Note"),  (iii) an Amended  and  Restated
Secured Revolving Note, in the aggregate initial principal amount of $9,000,000,
which is  convertible  into  Shares at a  conversion  rate of $1.66  per  share,
subject to certain  adjustments (the "Revolving Note"),  (iv) options to acquire
650,000  Shares at an  exercise  price of $0.01 per  share,  subject  to certain
adjustments  (the  "Options"),  and (v) 198,527  Shares.  Principal and interest
payable under each of the Term Note,  the Borrowing  Note and the Revolving Note
may be payable in either cash or Shares, pursuant to the terms of the applicable
instrument.  Each of the Term Note,  the Borrowing  Note, the Revolving Note and
the Options contains an issuance limitation prohibiting Laurus Master Fund, Ltd.
from  converting  or  exercising  those  securities  to  the  extent  that  such
conversion  or exercise  would result in  beneficial  ownership by Laurus Master
Fund,  Ltd. of more than 4.99% of the Shares then  issued and  outstanding  (the
"4.99%  Issuance  Limitation").  The 4.99% Issuance  Limitation may be waived by
Laurus  Master  Fund,  Ltd.  upon 65 days prior  notice to the Company and shall
automatically  become null and void upon the occurrence and/or continuance of an
event of default  (as  defined in and  pursuant  to the terms of the  applicable
instrument).  Each of the Term Note, the Borrowing  Note, the Revolving Note and
the Options contains an additional issuance limitation prohibiting Laurus Master
Fund,  Ltd. from  converting or exercising  those  securities to the extent that
such  conversion  or exercise  would  result in  beneficial  ownership by Laurus
Master Fund,  Ltd. of more than 19.99% of the Shares then issued and outstanding
(the "19.99% Issuance  Limitation").  The 19.99% Issuance  Limitation may not be
waived by Laurus Master Fund, Ltd. Laurus Master Fund, Ltd. is managed by Laurus
Capital Management, LLC. Eugene Grin and David Grin, through other entities, are
the  controlling  principals of Laurus  Capital  Management,  LLC and share sole
voting and  investment  power over the  securities  owned by Laurus Master Fund,
Ltd.




Item 1(a).        Name of Issuer:  Riviera Tool Company


Item 1(b).        Address of Issuer's Principal Executive Offices:
                  5460 Executive Parkway S.E.
                  Grand Rapids, Michigan  49512

Item 2(a).        Name of Person Filing:  Laurus Master Fund, Ltd.

                        This Schedule  13G, as amended,  is also filed on behalf
                        of Laurus Capital  Management,  LLC, a Delaware  limited
                        liability  company,  Eugene Grin and David Grin.  Laurus
                        Capital Management, LLC manages Laurus Master Fund, Ltd.
                        Eugene Grin and David Grin, through other entities,  are
                        the controlling principals of Laurus Capital Management,
                        LLC and share sole voting and investment  power over the
                        shares  owned by Laurus  Master Fund,  Ltd.  Information
                        related  to  each of  Laurus  Capital  Management,  LLC,
                        Eugene  Grin and David  Grin is set forth on  Appendix A
                        hereto.

Item 2(b).        Address of Principal  Business  Office or if none,  Residence:
                  c/o Laurus  Capital  Management,  LLC, 825 Third Avenue,  14th
                  Floor, New York, NY 10022


Item 2(c).        Citizenship:  Cayman Islands

Item 2(d).        Title of Class of Securities:  Common Stock

Item 2(e).        CUSIP Number:  769648106

Item 3.           Not Applicable

Item 4.           Ownership:


      (a)        Amount Beneficially Owned: 212,454 shares of Common Stock*

      (b)        Percent of Class: 4.99%*




         (c) Number of shares as to which such person has:

            (i)   sole  power to vote or to direct the vote:  212,454  shares of
                  Common Stock*

            (ii)  shared power to vote or to direct the vote:  212,454 shares of
                  Common Stock*

            (iii) sole power to dispose or to direct the disposition of: 212,454
                  shares of Common Stock*

            iv)   shared  power to  dispose  or to direct  the  disposition  of:
                  212,454 shares of Common Stock*

Item 5.     Ownership of Five Percent or Less of a Class:

                  If this statement is being filed to report the fact that as of
                  the date hereof the reporting person has ceased to be the
                  beneficial owner of more than five percent of the class of
                  securities, check the following |X|.

Item 6.     Ownership of More than Five Percent on Behalf of Another Person: Not
            applicable

Item 7.     Identification  and  Classification of Subsidiary Which Acquired the
            Securities: Not applicable

Item 8.     Identification  and  Classification  of Members  of the  Group:  Not
            applicable

Item 9.     Notice of Dissolution of Group: Not applicable

Item 10.    Certification:

            By signing  below I certify  that,  to the best of my knowledge  and
belief, the securities  referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing  the control of the
issuer of the  securities  and were not acquired and are not held in  connection
with or as a participant in any transaction having that purpose or effect.


------------

      * As of February 2, 2006,  Laurus  Master  Fund,  Ltd.  held (i) a Secured
Convertible Term Note, as amended,  in the aggregate initial principal amount of
$3,200,000,  which is convertible  into shares of common stock, no par value per
share (the  "Shares"),  of Riviera Tool  Company,  a Michigan  corporation  (the
"Company"),  at a  conversion  rate of  $1.66  per  share,  subject  to  certain
adjustments  (the "Term Note"),  (ii) a Secured  Convertible  Minimum  Borrowing
Note,  in the  aggregate  initial  principal  amount  of  $2,000,000,  which  is
convertible  into  Shares at a  conversion  rate of $1.66 per share,  subject to
certain  adjustments  (the  "Borrowing  Note"),  (iii) an Amended  and  Restated
Secured Revolving Note, in the aggregate initial principal amount of $9,000,000,
which is  convertible  into  Shares at a  conversion  rate of $1.66  per  share,
subject to certain  adjustments (the "Revolving Note"),  (iv) options to acquire
650,000  Shares at an  exercise  price of $0.01 per  share,  subject  to certain
adjustments  (the  "Options"),  and (v) 198,527  Shares.  Principal and interest
payable under each of the Term Note,  the Borrowing  Note and the Revolving Note
may be payable in either cash or Shares, pursuant to the terms of the applicable
instrument.  Each of the Term Note,  the Borrowing  Note, the Revolving Note and
the Options contains an issuance limitation prohibiting Laurus Master Fund, Ltd.
from  converting  or  exercising  those  securities  to  the  extent  that  such
conversion  or exercise  would result in  beneficial  ownership by Laurus Master
Fund,  Ltd. of more than 4.99% of the Shares then  issued and  outstanding  (the
"4.99%  Issuance  Limitation").  The 4.99% Issuance  Limitation may be waived by
Laurus  Master  Fund,  Ltd.  upon 65 days prior  notice to the Company and shall
automatically  become null and void upon the occurrence and/or continuance of an
event of default  (as  defined in and  pursuant  to the terms of the  applicable
instrument).  Each of the Term Note, the Borrowing  Note, the Revolving Note and
the Options contains an additional issuance limitation prohibiting Laurus Master
Fund,  Ltd. from  converting or exercising  those  securities to the extent that
such  conversion  or exercise  would  result in  beneficial  ownership by Laurus
Master Fund,  Ltd. of more than 19.99% of the Shares then issued and outstanding
(the "19.99% Issuance  Limitation").  The 19.99% Issuance  Limitation may not be
waived by Laurus Master Fund, Ltd. Laurus Master Fund, Ltd. is managed by Laurus
Capital Management, LLC. Eugene Grin and David Grin, through other entities, are
the  controlling  principals of Laurus  Capital  Management,  LLC and share sole
voting and  investment  power over the  securities  owned by Laurus Master Fund,
Ltd.




                                    SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


                                        -----------------------------
                                        Date



                                        -----------------------------
                                        Eugene Grin
                                        Director




APPENDIX A


A. Name:             Laurus Capital Management, LLC, a Delaware
                     limited liability company
   Business          825 Third Avenue, 14th Floor
   Address:          New York, New York 10022
   Place of Organization: Delaware


B. Name:             Eugene Grin
   Business          825 Third Avenue, 14th Floor
   Address:          New York, New York 10022

   Principal         Director of Laurus Master Fund, Ltd.
   Occupation:       Principal of Laurus Capital Management, LLC
   Citizenship:      United States


C. Name:             David Grin
   Business          825 Third Avenue, 14th Floor
   Address:          New York, New York 10022

   Principal         Director of Laurus Master Fund, Ltd.
   Occupation:       Principal of Laurus Capital Management, LLC
   Citizenship:      Israel





Each of Laurus  Capital  Management,  LLC,  Eugene  Grin and David  Grin  hereby
agrees, by their execution below, that the Schedule 13G to which this Appendix A
is attached is filed on behalf of each of them, respectively.

Laurus Capital Management, LLC


---------------------------------------------
    Eugene Grin
    Principal
    February ___, 2006



---------------------------------------------
    Eugene Grin, on his individual behalf
    February ___, 2006



---------------------------------------------
    David Grin, on his individual behalf
    February ___, 2006