Amendment Agreement dated January 14, 2005



  
 Exhibit 10.17 
  
 LAURUS MASTER FUND, LTD. 
 825 Third Avenue, 14th
Floor 
 New York, New York 10022 
  
 January 14, 2005 
  
 Coach Industries Group, Inc. 
 12555 Orange Drive, Suite 261 
 Davie, Florida 33330 
 Attn: Chief Financial Officer 
  

	 	Re:	Agreement 

  
 Reference is made to (i) that certain Securities Purchase Agreement, dated as of September 29, 2004 (as amended, modified or supplemented from time to
time, the “Purchase Agreement”), by and between Coach Industries Group, Inc., a Nevada corporation (the “Company”), and Laurus Master Fund, Ltd. (the “Purchaser”) and (ii) that certain Secured Convertible Term Note,
issued by the Company to the Purchaser and dated September 29, 2004 (as amended, modified or supplemented from time to time, the “Note”). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Purchase
Agreement or the Note. 
  
 The Purchaser and the Company hereby
agree that, on the date hereof, the outstanding principal amount of the Note is $5,700,000 (the “Total Outstanding Principal Amount”). Furthermore, the Purchaser and the Company hereby agree that, on and after the date hereof (but subject
to the adjustments set forth in Section 3.4 of the Note), as a result of certain agreements made by the Purchaser and the Company, and for good and valuable consideration, the existence of which is hereby acknowledged, the Fixed Conversion Price,
under and as defined in the Note, shall mean the following: (i) with respect to $2,240,000 of the Total Outstanding Principal Amount converted pursuant to the terms of the Note (and all interest and fees related to such portion of the Total
Outstanding Principal Amount), $0.97, (ii) with respect to $1,500,000 of the Total Outstanding Principal Amount converted pursuant to the terms of the Note (and all interest and fees related to such portion of the Total Outstanding Principal
Amount), $1.09, (iii) with respect to $868,015 of the Total Outstanding Principal Amount converted pursuant to the terms of the Note (and all interest and fees related to such portion of the Total Outstanding Principal Amount), $1.21, and (iv) with
respect to $1,091,985 of the Total Outstanding Principal Amount converted pursuant to the terms of the Note (and all interest and fees related to such portion of the Total Outstanding Principal Amount), $1.33. 
  
 This letter may not be amended or waived except by an instrument in writing
signed by the Company and the Purchaser. This letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of
this letter by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof or thereof, as the case may be. This letter shall be governed by, and construed in accordance with, the laws of the State of New York.
This letter 

  









 
sets forth the entire agreement between the parties hereto as to the matters set forth herein and supersede all prior communications, written or oral, with
respect to the matters herein. 
  
 If the foregoing meets with
your approval please signify your acceptance of the terms hereof by signing below. 
  

			
	 Signed,

	
	Laurus Master Fund, Ltd.
		
	By:	 	/s/    EUGENE GRIN        
	 Name:
	 	Eugene Grin
	 Title:
	 	Director


  
 Agreed and Accepted this 14th
day of January 2005. 
  

			
	Coach Industries Group, Inc.
		
	By:	 	/s/    FRANCIS
O’DONNELL        
	 Name:
	 	Francis O’Donnell
	 Title:
	 	Chief Executive Officer