Intercreditor Agreement



 Exhibit 10.23 
  
 INTERCREDITOR AGREEMENT 
  

	RE:	SUBCONTRACTING CONCEPTS, INC. 

  
 The subject company, Subcontracting Concepts, Inc., a New York corporation (the “Debtor”) from time to time incurs obligations direct, indirect
and/or contingent to North Fork Bank (“North Fork”) and Laurus Master Fund, Ltd. (“Laurus”), a Cayman Islands company, having an office located at c/o Laurus Capital Management, LLC, 825 Third Avenue, 14th Floor, New York, New York 10022 (hereinafter sometimes each referred to as a Creditor and collectively as
“Creditors”), some or all of which obligations are or may be secured, either wholly or partially, by Collateral. The Creditors desire to agree among themselves as to the relative priority of their respective security interests in
Collateral. It is hereby agreed: 
  
 1. “Collateral”
means all personal property and fixtures of the Debtor, whether now or hereafter existing or now owned or hereinafter acquired and wherever located, of every kind and description, tangible or intangible, including, but not limited to, all goods,
equipment, inventory, documents, instruments, chattel paper, accounts, contract rights, general intangibles and all possessory collateral, and including the products and proceeds thereof and accessions thereto, constituting security of obligations
of the Debtor, direct or indirect, liquidated or contingent. 
  
 2. “General Security Interest” is any perfected (by filing financing statements under the Uniform Commercial Code or otherwise) and enforceable security interest of a Creditor in any Collateral however arising, including purchase
money security interests. 
  
 3. North Fork Bank shall be secured
by a General Security Interest in cash collateral or a Certificate of Deposit pledged to North Fork by the Debtor in the amount of $1,500,000.00 (the “Collateral Pledge”). Laurus shall be secured by a General Security Interest in the
Debtor’s Collateral. The lien of Laurus with respect to the Collateral Pledge shall be subject and subordinate to North Fork’s lien. North Fork shall have no General Security Interest in any Collateral of the Debtor other than with respect
to the Collateral Pledge. Any Collateral, or proceeds thereof, received at any time or from time to time by a Creditor shall be applied to the payment of the then outstanding obligation due to such Creditor from the Debtor, or, in the case 

  









 
of the obligation owed to Laurus, from the Debtor or Coach Industries Group, Inc. (“Coach”). 
  
 4. Following the occurrence of an event that results in liquidation of the
Collateral Pledge, including, but not limited to an event referred to in Paragraph 5 below, North Fork shall apply the proceeds of the Collateral Pledge to satisfy all obligations owing by Debtor to North Fork, and the balance of the proceeds of the
Collateral Pledge, if any, shall be turned over to Laurus and shall be, in the sole discretion of Laurus, either held as collateral by Laurus or applied towards reduction of any indebtedness owed by Debtor and/or Coach to Laurus. 
  
 5. Following the occurrence of an event of default with respect to the
indebtedness owed by Coach to Laurus, Laurus may accelerate all other indebtedness owed by Debtor to Laurus and notify North Fork and the Debtor, in writing, and direct North Fork to terminate its ACH credit facility with the Debtor and liquidate
the Collateral Pledge, the proceeds of which shall be applied in accordance with Paragraph 4 above. 
  
 6. The priorities specified herein are applicable irrespective of the time or order of attachment or perfection of security interests or the time or order
of filing of financing statements or the giving or failure to give notice of the acquisition of purchase money or other security interests. 
  
 7. Except as herein otherwise specifically provided, priority shall be determined in accordance with law. 
  
 8. North Fork acknowledges that the aggregate amount of obligations of the
Debtor to North Fork outstanding at any time shall not exceed the principal sum of $1,500,000.00, plus interest and other charges, including reasonable attorney’s fees, due by the Debtor to North Fork. 
  
 9. In the event that any Creditor sends a written notice to the Debtor which
declares the Debtor’s obligations to such Creditor to be due and payable prior to their scheduled maturity, such Creditor shall, concurrently with sending a copy of such notice to the Debtor, send a copy of such notice to the other Creditor.

  
 10. This Agreement cannot be amended, modified or terminated
without the written consent of each of the Creditors. Termination shall not impair any General Security Interest theretofore acquired by any Creditor or affect the priorities thereof. 
  

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 11. Any notice required to be sent hereunder shall be sent by certified mail or facsimile transmission
and first class mail to: 
  

			
	 North Fork Bank

	 Address:
	 	1001 Avenue of the Americas
	 	 	2nd Floor
	 	 	New York, New York 10018
	 Facsimile Number: (212) 398-7155

	 Attention: Thomas McGann, Senior V.P.

	
	 Laurus Master Fund Ltd.

	 Address: c/o Laurus Capital Management, LLC

	 825 Third Avenue, 14th Floor

	 New York, New York 10022

	 Facsimile Number: (212) 541-4434

	 Attention: Jason Ban, Esq.


  
 12. This Agreement
shall be governed by the laws of the State of New York without giving effect to the principles of conflicts of law. Unless the context otherwise requires, all terms used herein which are defined in the Uniform Commercial Code shall have the meanings
therein stated. 
  
 13. This Agreement is solely for the benefit
of the Creditors and their successors or assigns and no other person or persons shall have any right, benefit, priority or interest under, or because of the existence of, this agreement. 
  
 14. This Agreement may be executed in several counterparts, each of which when so executed and delivered shall be an
original. All such counterparts shall together constitute one and the same instrument. 
  
 IN WITNESS WHEREOF, the parties have executed and delivered this agreement this 12th
day of January, 2005. 
  

			
	NORTH FORK BANK,
	Creditor
		
	By:	 	/s/    THOMAS
MCGANN        
	 Name:
	 	Thomas McGann
	 Title:
	 	Senior Vice-President


  
 -SIGNATURES
CONTINUED ON FOLLOWING PAGE- 
  

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	 	 	 	 	 LAURUS MASTER FUND, LTD.,

	 	 	 	 	 Creditor
	 	 
					
	 	 	 	 	 	 	By:	 	/S/    EUGENE
GRIN        
	 	 	 	 	 	 	 Name:
	 	Eugene Grin

	 	 	 	 	 	 	 Title:
	 	Director
			
	 SUBCONTRACTING CONCEPTS, INC.
	 	 	 	 
	 Debtor
	 	 
					
	By:	 	/S/    SUSAN
WEISMAN        	 	 	 	 	 	 
	 Name:
	 	Susan Weisman	 	 	 	 	 	 
	 Title:
	 	Chief Financial Officer	 	 	 	 	 	 
		
	 COACH INDUSTRIES GROUP, INC.
	 	 
	 Affiliate of Debtor
	 	 
					
	By:	 	/S/    FRANCIS
O’DONNELL        	 	 	 	 	 	 
	 Name:
	 	Francis O’Donnell	 	 	 	 	 	 
	 Title:
	 	Chief Executive Officer	 	 	 	 	 	 

  

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