Letter Agreement dated September 29, 2004



  
 Exhibit 10.15 
  
 LAURUS MASTER FUND, LTD. 
 825 Third Avenue, 14th
Floor 
 New York, New York 10022 
  
 September 29, 2004 
  
 Coach Industries Group, Inc. 
 12555 Orange Drive, Suite 261 
 Davie, Florida 33330 
 Attn: Chief Financial Officer 
  

	 	Re:	Restricted Account: Account Number 2704 053 244,  

 Account Name: Coach Industries Group, Inc., maintained at North Fork Bank (the “Restricted Account”). 
  
 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 Restricted Account Agreement,
dated as of September 29, 2004 (as amended, modified or supplemented from time to time, the “Restricted Account Agreement”), by and among the Company, Laurus and North Fork Bank (the “Bank”). Capitalized terms used but not
defined herein shall have the meanings ascribed them in the Purchase Agreement or the Restricted Account Agreement, as applicable. Pursuant to the Section 3.2 of the Purchase Agreement, the Company is required to place $4,400,000 in the Restricted
Account, and, subject to the provisions of this letter, the Purchase Agreement and any Related Agreement, maintain such amount in the Restricted Account for as long as the Purchaser shall have any obligations outstanding under the Note and to assign
the Restricted Account for the benefit of the Purchaser as security for the performance of the Company’s obligations to the Purchaser. 
  
 The Purchaser and the Company desire to clarify certain aspects regarding the use of funds contained in the Restricted Account, and for good
consideration, the receipt and sufficiency of which is here acknowledged, the Company and the Purchaser agree that, so long as the Amortizing Principal Amount (as defined in the Note) at such time has been reduced (through conversions or otherwise)
to $0, promptly following any conversion of a Monthly Principal Amount (as defined in the Note) or such other Principal Amounts into Common Stock of the Company (such event, a “Conversion”), the Purchaser shall direct the Bank, pursuant to
a Release Notice (as defined in the Restricted Account Agreement), to wire an amount of funds equal to the corresponding dollar amount by which the aggregate Principal Amount of the Note has been reduced pursuant to such a Conversion from the
Restricted Account to such bank account as the Company may direct the Purchaser in writing. 
  
 Additionally, the Company may, after the initial Registration Statement referred to in the Registration Rights Agreement is declared effective by the Securities and Exchange 

  









 
Commission, request that the Purchaser direct the Bank to release all or any portion of the amounts contained in the Restricted Account following (or in
connection with) the consummation of an acquisition of assets or equity interests by the Company or any of its Subsidiaries. Such a release referred to in the immediately preceding sentence shall be subject (in all respects) to the Purchaser’s
evaluation of all factors that it considers (in its sole discretion) relevant at the time of such requested release, including its determination (i) of the relative benefit of such acquisition to the Company and its Subsidiaries and (ii) of the
overall performance (financial or otherwise) of the Company and its Subsidiaries at such time. The Purchaser shall not be under any obligation to release any amount pursuant to this paragraph and the release of such amounts shall be in the
Purchaser’s sole and absolute discretion. Prior to any such acquisition referred to in this paragraph, the Purchaser shall comply with Section 6.12(f) of the Purchase Agreement in all respects. 
  
 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 29th
day of September, 2004. 
  

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