Secured Convertible Term Note



 Exhibit 10.2 
  
 THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND
ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COACH INDUSTRIES GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. 
  
 SECURED CONVERTIBLE TERM NOTE 
  
 FOR VALUE RECEIVED, COACH INDUSTRIES GROUP, INC., a Nevada corporation (the “Borrower”), hereby promises to pay to LAURUS MASTER FUND,
LTD., c/o M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, Fax: 345-949-8080 (the “Holder”) or its registered assigns or successors in interest, on
order, the sum of Six Million Dollars ($6,000,000), together with any accrued and unpaid interest hereon, on September 29, 2007 (the “Maturity Date”) if not sooner paid. The original principal amount of this Note subject to
amortizing payments pursuant to Section 1.2 hereof is hereinafter referred to as the “Amortizing Principal Amount” and the remaining original principal amount of this Note is hereinafter referred to as the “Non-Amortizing
Principal Amount.” 
  
 Capitalized terms used herein
without definition shall have the meanings ascribed to such terms in that certain Securities Purchase Agreement dated as of the date hereof between the Borrower and the Holder (the “Purchase Agreement”). 
  
 The following terms shall apply to this Note: 
  
 ARTICLE I 
 INTEREST & AMORTIZATION 
  
 1.1 (a) Interest Rate. Subject to Sections 1.1(b), 4.12 and 5.6 hereof, interest payable on this Note shall accrue at a rate per annum (the “Interest Rate”) equal to the “prime rate”
published in The Wall Street Journal from time to time, plus three and one-half percent (3.5%). The prime rate shall be increased or decreased as the case may be for each increase or decrease in the prime rate in an amount equal to such
increase or decrease in the prime rate; each change to be effective as of the day of the change in such rate. Subject to Section 1.1(b) hereof, the Interest Rate shall not be less than eight percent (8.0%). Interest shall be calculated on the basis
of a 360 day year. Interest shall accrue but not be payable during the period commencing on the date hereof and ending on October 31, 2004. Interest on the Amortizing Principal Amount shall be payable monthly, in arrears, commencing on November 1,
2004 and on the first day of each consecutive calendar month thereafter (each, a “Repayment Date”) and on the Maturity Date, whether by acceleration or otherwise. Accrued interest on the Non-Amortizing Principal Amount shall be
payable only on the 
  

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 Maturity Date or, in the event of the redemption or conversion of all or any portion of the Non-Amortizing Principal
Amount, accrued interest on the amount so redeemed or converted shall be paid on the date of redemption or conversion, as the case may be. 
  
 1.1 (b) Interest Rate Adjustment. The Interest Rate shall be subject to adjustment on the last business day of each month hereafter until the
Maturity Date (each a “Determination Date”). If on any Determination Date (i) the Borrower shall have registered under the Securities Act of 1933, as amended (the “Securities Act”), the shares of Common Stock
underlying each of the conversion of this Note and the exercise of the Warrant on a registration statement declared effective by the Securities and Exchange Commission (the “SEC”), (ii) the Common Stock is listed on the NASDAQ
SmallCap Market, NASDAQ National Market System, or the American Stock Exchange and (iii) the market price (the “Market Price”) of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the
five (5) consecutive trading days immediately preceding such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the Interest Rate for each day of the succeeding calendar month shall
automatically be reduced by 200 basis points (200 b.p.) (2.0.%) for each incremental increase in the Market Price of the Common Stock by twenty-five (25%) above the then applicable Fixed Conversion Price. If on any Determination Date (i) the
Borrower shall have registered under the Securities Act the shares of Common Stock underlying the conversion of this Note and the exercise of the Warrant on a registration statement declared effective by the SEC, and (ii) the Market Price of the
Common Stock as reported by Bloomberg, L.P. on the Principal Market for the five (5) consecutive trading days immediately preceding such Determination Date exceeds the then applicable Fixed Conversion Price by at least twenty five percent (25%), the
Interest Rate for each day of the succeeding calendar month shall automatically be decreased by 100 basis points (100 b.p.) (1.0.%) for each incremental increase in the Market Price of the Common Stock by twenty-five (25%) above the then applicable
Fixed Conversion Price. Notwithstanding the foregoing (and anything to the contrary contained in herein), in no event shall the Interest Rate be less than zero percent (0%).  
  
 1.2 Minimum Monthly Principal Payments. Amortizing payments of the outstanding principal amount of this Note not
contained in the Restricted Account (as defined in the Restricted Account Agreement) shall begin on January 1, 2004 and shall recur on each succeeding Repayment Date thereafter until the Amortizing Principal Amount has been repaid in full, whether
by the payment of cash or by the conversion of such principal into Common Stock pursuant to the terms hereof. Subject to Section 2.1 and Article 3 below, on each Repayment Date, the Borrower shall make payments to the Holder in the amount of
$45,454.54 (the “Monthly Principal Amount”), together with any accrued and unpaid interest then due on such portion of the Amortizing Principal Amount plus any and all other amounts which are then owing under this Note that have not
been paid (the Monthly Principal Amount, together with such accrued and unpaid interest and such other amounts, collectively, the “Monthly Amount”) ; provided that, following a release of an amount of funds from the Restricted
Account (as defined in the Restricted Account Agreement) for the purposes set forth in the Restricted Account Side Letter (other than with respect to a release that occurs as a result of a conversion of any Principal Amount) (each, a
“Release Amount”) each Monthly Principal Amount due on any Repayment Date occurring 90 days following any such release shall be increased by an amount equal to (x) such Release Amount divided by (y) the sum of 
  

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 (I) the number of Repayment Dates that exist after the date that is 90 days following such release to and including the
Maturity Date plus (II) one (1). Any Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date. 
  
 ARTICLE II 
 CONVERSION REPAYMENT

  
 2.1 (a) Payment of Monthly Amount in Cash or Common
Stock. If the Monthly Amount (or a portion thereof of such Monthly Amount if such portion of the Monthly Amount would have been converted into shares of Common Stock but for Section 3.2) is required to be paid in cash pursuant to Section 2.1(b),
then the Borrower shall pay the Holder an amount equal to 102% of the Monthly Amount due and owing to the Holder on the Repayment Date in cash. If the Monthly Amount (or a portion of such Monthly Amount if not all of the Monthly Amount may be
converted into shares of Common Stock pursuant to Section 3.2) is required to be paid in shares of Common Stock pursuant to Section 2.1(b), the number of such shares to be issued by the Borrower to the Holder on such Repayment Date (in respect of
such portion of the Monthly Amount converted into in shares of Common Stock pursuant to Section 2.1(b)), shall be the number determined by dividing (x) the portion of the Monthly Amount converted into shares of Common Stock, by (y) the then
applicable Fixed Conversion Price. For purposes hereof, initially, “Fixed Conversion Price” shall mean, individually, each of the following taken separately, and, collectively, each of the following taken together: (i) with respect
to the first $2,000,000 principal amount of this Note converted pursuant to the terms hereof (and all interest and fees related thereto), $0.97, (ii) with respect to the next $2,000,000 principal amount of this Note converted pursuant to the terms
hereof (and all interest and fees related thereto), $1.21 and (iii) with respect to the remaining $2,000,000 principal amount of this Note converted pursuant to the terms hereof (and all interest and fees related thereto), $1.33. 
  
 (b) Monthly Amount Conversion Guidelines. Subject to Sections 2.1(a),
2.2 and 3.2 hereof, the Holder shall convert into shares of Common Stock all or a portion of the Monthly Amount due on each Repayment according to the following guidelines (collectively, the “Conversion Criteria”): (i) the average
closing price of the Common Stock as reported by Bloomberg, L.P. on the Principal Market for the five (5) consecutive trading days immediately preceding such Notice Date shall be greater than or equal to 110% of the Fixed Conversion Price and (ii)
the amount to be paid in shares of Common Stock does not exceed twenty five percent (25%) of the aggregate dollar trading volume of the Common Stock for the ten (10) day trading period immediately preceding the applicable Repayment Date. If the
Conversion Criteria are not met, the Holder shall convert only such part of the Monthly Amount that meets the Conversion Criteria. Any part of the Monthly Amount due on a Repayment Date that the Holder has not been able to convert into shares of
Common Stock due to failure to meet the Conversion Criteria, shall be paid by the Borrower in cash at the rate of 102% of the Monthly Amount otherwise due on such Repayment Date, within three (3) business days of the applicable Repayment Date.

  
 (c) Application of Conversion Amounts. Any amounts paid
in shares of Common Stock pursuant to Section 2.1(b) shall be deemed to constitute payments of, or applied against, (i) first, outstanding fees, (ii) second, accrued interest on the Amortizing Principal Amount, and (iii) third, Amortizing Principal
Amount. 
  

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 2.2 No Effective Registration. Notwithstanding anything to the contrary herein, no amount payable
hereunder may be converted into or otherwise paid in Common Stock unless (a) either (i) an effective current Registration Statement (as defined in the Registration Rights Agreement) covering the shares of Common Stock to be issued in satisfaction of
such obligations exists, or (ii) an exemption from registration of the Common Stock is available pursuant to Rule 144 of the Securities Act, and (b) no Event of Default hereunder exists and is continuing, unless such Event of Default is cured within
any applicable cure period or is otherwise waived in writing by the Holder in whole or in part at the Holder’s option. 
  
 2.3 Optional Redemption of Amortizing Principal Amount. The Borrower will have the option of prepaying the outstanding Amortizing Principal Amount
(“Optional Amortizing Redemption”), in whole or in part, by paying to the Holder a sum of money equal to one hundred twenty five percent (125%) of the Amortizing Principal Amount to be redeemed, together with accrued but unpaid
interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any Related Agreement (the “Amortizing Redemption Amount”) on the day written notice of redemption
(the “Notice of Amortizing Redemption”) is given to the Holder. The Notice of Amortizing Redemption shall specify the date for such Optional Amortizing Redemption (the “Amortizing Redemption Payment Date”), which
date shall be not less than seven (7) business days after the date of the Notice of Amortizing Redemption (the “Redemption Period”). A Notice of Amortizing Redemption shall not be effective with respect to any portion of the
Amortizing Principal Amount for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the Redemption Period. The Amortizing Redemption Amount
shall be determined as if such Holder’s conversion elections had been completed immediately prior to the date of the Notice of Amortizing Redemption. On the Amortizing Redemption Payment Date, the Amortizing Redemption Amount shall be paid in
good funds to the Holder. In the event the Borrower fails to pay the Amortizing Redemption Amount on the Amortizing Redemption Payment Date as set forth herein, then such Notice of Amortizing Redemption will be null and void. 
  
 2.4 Optional Redemption of Non-Amortizing Principal Amount. The
Borrower will have the option of repaying the outstanding Non-Amortizing Principal Amount (“Optional Non-Amortizing Redemption”), in whole or in part, by paying the Holder a sum of money equal to one hundred five percent (105%) of
the Non-Amortizing Principal Amount to be redeemed, together with accrued but unpaid interest thereon (the “Non-Amortizing Redemption Amount”) on the day written notice of redemption (the “Notice of Non-Amortizing
Redemption”) is given to the Holder. The Notice of Non-Amortizing Redemption shall specify the date for such Optional Non-Amortizing Redemption (the “Non-Amortizing Redemption Date”), which date shall be not less than seven
(7) business days after the date of the Notice of Non-Amortizing Redemption (the “Non-Amortizing Redemption Period”). A Notice of Non-Amortizing Redemption shall not be effective with respect to any portion of the Non-Amortizing
Principal Amount for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the Non-Amortizing Redemption Period. The Non-Amortizing 

 

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 Redemption Amount shall be determined as if the Holder’s conversion elections had been completed immediately prior
to the date of the Notice of Non-Amortizing Redemption. On the Non-Amortizing Redemption Date, the Non-Amortizing Redemption Amount shall be paid (i) in good funds to the Holder, (ii) by furnishing the Holder written direction to notify the bank
holding the Restricted Account to release from the Restricted Account and deliver to the Holder a sum of money equal to the Non-Amortizing Redemption Amount, or (iii) if the amount on deposit in the Restricted Account is less than the Non-Amortizing
Redemption Amount, by furnishing the Holder written direction to notify the bank holding the Restricted Account to release all amounts on deposit in the Restricted Account to the Holder and delivering to the Holder good funds in an amount equal to
the balance of the Non-Amortizing Redemption Amount. 
  
 ARTICLE
III 
 CONVERSION RIGHTS 
  
 3.1. Holder’s Conversion Rights. Subject to Section 2.2, the Holder shall have the right, but not the obligation, to convert all or any
portion of the then aggregate outstanding Principal Amount of this Note, together with interest and fees due hereon, into shares of Common Stock, subject to the terms and conditions set forth in this Article III. The Holder may exercise such right
by delivery to the Borrower of a written Notice of Conversion pursuant to Section 3.3. 
  
 3.2 Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that
number of shares of Common Stock which would exceed the difference between 4.99% of the issued and outstanding shares of Common Stock of the Borrower and the number of shares of Common Stock beneficially owned by such Holder or issuable upon
exercise in full of Warrants held by such Holder. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Holder may
void the Conversion Share limitation described in this Section 3.2 upon 75 days prior notice to the Borrower or without any notice requirement upon an Event of Default. 
  
 3.3 Mechanics of Holder’s Conversion. (a) In the event that the Holder elects to convert any amounts outstanding
under this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a “Notice of Conversion”) to the Borrower, which Notice of Conversion shall provide a
breakdown in reasonable detail of the Principal Amount, accrued interest and fees being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to
the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or
telecopied to the Borrower in accordance with the provisions hereof shall be deemed a “Conversion Date”. A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A. 
  
 (b) Pursuant to the terms of a Notice of Conversion, the Borrower will issue
instructions to the transfer agent accompanied by an opinion of counsel, if so required by the 
  

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 Borrower’s transfer agent, within two (2) business days of the date of the delivery to Borrower of the Notice of
Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation
(“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) business days after receipt by the Borrower of the Notice of Conversion (the “Delivery Date”). In the case of
the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the
Borrower of the Notice of Conversion. The Holder shall be treated for all purposes as the record holder of such shares of Common Stock, unless the Holder provides the Borrower written instructions to the contrary. 
  
 3.4 Conversion Mechanics. 
  
 (a) The number of shares of Common Stock to be issued upon each conversion
of this Note pursuant to this Article III shall be determined by dividing that portion of the Principal Amount and interest and fees to be converted, if any, by the then applicable Fixed Conversion Price. In the event of any conversions of
outstanding obligations under this Note in part pursuant to this Article III, such conversions shall be deemed to constitute conversions (i) first, of the Monthly Amount for the current calendar month, (ii) then of outstanding Amortizing Principal
Amount, by applying the conversion amount to Monthly Principal Amounts for the remaining Repayment Dates in chronological order. (iii) then, of the accrued interest on the Non-Amortizing Principal Amount, and (iv) then, of outstanding Non-Amortizing
Principal Amount. 
  
 (b) The Fixed Conversion Price and number
and kind of shares or other securities to be issued upon conversion is subject to adjustment from time to time upon the occurrence of certain events, as follows: 
  
 A. Stock Splits, Combinations and Dividends. If the shares of Common Stock are subdivided or combined
into a greater or smaller number of shares of Common Stock, or if a dividend is paid on the Common Stock in shares of Common Stock, or the Fixed Conversion Price, as the case may be, shall be proportionately reduced in case of subdivision of shares
or stock dividend or proportionately increased in the case of combination of shares, in each such case by the ratio which the total number of shares of Common Stock outstanding immediately after such event bears to the total number of shares of
Common Stock outstanding immediately prior to such event. 
  
 B. During the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock upon the full
conversion of this Note. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. The Borrower agrees that its issuance of this Note shall constitute full authority to its officers,
agents, and transfer agents who are charged with the duty of executing and issuing stock certificates to execute and issue the necessary certificates for shares of Common Stock upon the conversion of this Note. 
  

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 C. Share Issuances. Subject to the provisions of this Section 3.4, if the Borrower
shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to Subsections A or B above;
(ii) pursuant to options, warrants or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified
stock option plan adopted by the Borrower; (iv) for issuances to officers, employees or directors of the Borrower or any of its Subsidiaries; (v) with respect to up to 10,000 shares of Common Stock (as calculated on the date hereof and appropriately
adjusted for any subdivision, combination or similar event) issued to consultants of the Borrower in any fiscal month of the Borrower; or (vi) issuances made by the Borrower as consideration for the acquisition of assets or property or the
acquisition of any business or entity, so long as such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are not registered under a registration statement with the SEC and do not become freely or publicly
traded in any respect until so permitted under Rule 144 of the Securities Act of 1933 (as amended)) for a consideration per share (the “Offer Price”) less than any Fixed Conversion Price in effect at the time of such issuance, then
in the event that the Offer Price is less than or equal to $1.21 (as such amount shall be adjusted from time to time following the occurrence of any event described in either Sections 3.4(b)A or 3.4(b)D (or any event similar to that described in
either of Sections 3.4(b)A or 3.4(b)D)) (as adjusted, the “Closing Date Market Price”), such Fixed Conversion Price applicable to a portion of the outstanding principal amount of this Note (and all interest, fees, costs and expenses
related thereto) equal to the fair market value of the aggregate consideration paid for, or attributable to, such shares of Common Stock or securities convertible into Common Stock (the “Aggregate Consideration”) shall be immediately reset
to such lower Offer Price at the time of issuance of such securities (provided that, in the event that the outstanding principal amount of this Note is greater than the respective Aggregate Consideration, the Holder shall determine in its sole
discretion which portion of the outstanding principal amount of the Note shall have a “reset” Fixed Conversion Price as a result of such issuance). For example, in the event that (i) the Offer Price is less than or equal to the Closing
Date Market Price and (ii) the Aggregate Consideration equals $1,000,000, a Fixed Conversion Price applicable a principal amount of this Note equal to $1,000,000 (plus all interest, fees, costs and expenses related thereto) shall be reset to the
Offer Price if the Offer Price is less than such Fixed Conversion Price in effect at the time of such issuance. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall
result in an adjustment to the Fixed Conversion Price at the time of issuance of such securities. 
  
 D. Reclassification, etc. If the Borrower at any time shall, by reclassification or otherwise, change the Common Stock into the
same or a different number of securities of any class or classes, this Note, as to the unpaid Principal Amount and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities and kind
of securities as would have been issuable as the result of such change with respect to the Common Stock immediately prior to such reclassification or other change. 
  

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 3.5 Issuance of Replacement Note. Upon any partial conversion of this Note, a replacement Note
containing the same date and provisions of this Note shall, at the written request of the Holder, be issued by the Borrower to the Holder for the outstanding Principal Amount of this Note and accrued interest which shall not have been converted or
paid. Subject to the provisions of Article IV, the Borrower will pay no costs, fees or any other consideration to the Holder for the production and issuance of a replacement Note. 
  
 ARTICLE IV 
 EVENTS OF DEFAULT 
  
 Upon the occurrence and
continuance of an Event of Default beyond any applicable grace period, the Holder may make all sums of principal, interest and other fees then remaining unpaid hereon and all other amounts payable hereunder immediately due and payable. In the event
of such an acceleration, the amount due and owing to the Holder shall be 125% of the outstanding principal amount of the Note (plus accrued and unpaid interest and fees, if any) (the “Default Payment”). The Default Payment shall be
applied first to any fees due and payable to Holder pursuant to this Note, the Purchase Agreement or the Related Agreements, second to accrued and unpaid interest due on the Note third, to outstanding principal balance of the Note and forth, any
balance to Borrower. 
  
 The occurrence of any of the following
events set forth in Sections 4.1 through 4.10, inclusive, is an “Event of Default”: 
  
 4.1 Failure to Pay Principal, Interest or other Fees. The Borrower fails to pay when due any installment of principal, interest or other fees
hereon in accordance herewith, or the Borrower fails to pay when due any amount due under any other promissory note issued by Borrower, and in any such case, such failure shall continue for a period of three (3) days following the date upon which
any such payment was due in the case of this Note, or the applicable grace period thereunder, in the case of any other promissory note. 
  
 4.2 Breach of Covenant. The Borrower breaches any covenant or any other term or condition of this Note or the Purchase Agreement in any material
respect, or the Borrower or any of its Subsidiaries breaches any covenant or any other term or condition of any Related Agreement in any material respect and, in such case, such breach, continues for a period of fifteen (15) days after the
occurrence thereof. 
  
 4.3 Breach of Representations and
Warranties. Any representation or warranty made by the Borrower in this Note or the Purchase Agreement, or by the Borrower or any of its Subsidiaries in any Related Agreement, shall, in any such case, be false or misleading in any material
respect on the date that such representation or warranty was made or deemed made. 
  
 4.4 Receiver or Trustee. The Borrower or any of its Subsidiaries shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a
substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed. 
  
 4.5 Judgments. Any money judgment, writ or similar final process shall be entered or 
  

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 filed against the Borrower or any of its Subsidiaries or any of their respective property or other assets for more than
$50,000, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty (30) days. 
  
 4.6 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief under any bankruptcy law or any
law for the relief of debtors shall be instituted by or against the Borrower or any of its Subsidiaries. 
  
 4.7 Stop Trade. An SEC stop trade order or Principal Market trading suspension of the Common Stock shall be in effect for five (5) consecutive days
or five (5) days during a period of ten (10) consecutive days, excluding in all cases a suspension of all trading on a Principal Market, provided that the Borrower shall not have been able to cure such trading suspension within thirty (30)
days of the notice thereof or list the Common Stock, on another Principal Market within sixty (60) days of such notice. The “Principal Market” for the Common Stock shall include the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ
National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, or any securities exchange or other securities market on which the
Common Stock is then being listed or traded. 
  
 4.8 Failure to
Deliver Common Stock or Replacement Note. The Borrower shall fail (i) to timely deliver Common Stock to the Holder pursuant to and in the form required by this Note, and Section 9 of the Purchase Agreement, if such failure to timely deliver
Common Stock shall not be cured within two (2) business days or (ii) to deliver a replacement Note to Holder within seven (7) business days following the required date of such issuance pursuant to this Note, the Purchase Agreement or any Related
Agreement (to the extent required under such agreements). 
  
 4.9
Default Under Related Agreements or Other Agreements. The occurrence and continuance of any Event of Default (as defined in the Purchase Agreement or any Related Agreement) or any event of default (or similar term) under any other
indebtedness of the Borrower or any of its Subsidiaries. 
  
 4.10
Change in Control. (i) Any “Person” or “group” (as such terms are defined in Sections 13(d) and 14(d) of the Exchange Act, as in effect on the date hereof) is or becomes the “beneficial owner” (as defined in
Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of 35% or more on a fully diluted basis of the then outstanding voting equity interest of the Borrower or (ii) the Board of Directors of the Borrower shall cease to consist
of a majority of the Board of Directors of the Borrower on the date hereof (or directors appointed by a majority of the Board of Directors in effect immediately prior to such appointment). 
  
 DEFAULT RELATED PROVISIONS 
  
 4.11 Default Interest Rate. Following the occurrence and during the
continuance of an Event of Default, the Borrower shall pay additional interest on this Note in an amount equal to two percent (2%) per month, and all outstanding obligations under this Note, including unpaid interest, shall continue to accrue such
additional interest from the date of such Event of Default until the date such Event of Default is cured or waived. 
  

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 4.12 Conversion Privileges. The conversion privileges set forth in Article III shall remain in
full force and effect immediately from the date hereof and until this Note is paid in full. 
  
 4.13 Cumulative Remedies. The remedies under this Note shall be cumulative. 
  
 ARTICLE V 
 MISCELLANEOUS 
  
 5.1 Failure or Indulgence Not Waiver. No failure or delay on the part
of the Holder hereof in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any
other right, power or privilege. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available. 
  

5.2 Notices. Any notice herein required or permitted to be given shall be in writing and shall be deemed effectively given: (a) upon personal
delivery to the party notified, (b) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five days after having been sent by registered or certified mail, return
receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Borrower at the address
provided in the Purchase Agreement executed in connection herewith, and to the Holder at the address provided in the Purchase Agreement for such Holder, with a copy to John E. Tucker, Esq., 825 Third Avenue, 14th Floor, New York, New York 10022, facsimile number (212) 541-4434, or at such other address as the Borrower or the Holder may designate by ten days
advance written notice to the other parties hereto. A Notice of Conversion shall be deemed given when made to the Borrower pursuant to the Purchase Agreement. 
  

5.3 Amendment Provision. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as
originally executed, or if later amended or supplemented, then as so amended or supplemented, and any successor instrument issued pursuant to Section 3.5 hereof, as it may be amended or supplemented. 
  
 5.4 Assignability. This Note shall be binding upon the Borrower and
its successors and assigns, and shall inure to the benefit of the Holder and its successors and assigns, and may be assigned by the Holder in accordance with the requirements of the Purchase Agreement. This Note shall not be assigned by the Borrower
without the consent of the Holder. 
  
 5.5 Governing Law.
This Note shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by
this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state of New York. Both parties and the individual signing this Note on behalf of the Borrower agree to submit to the jurisdiction of such
courts. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Note is 
  

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 invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to
the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or unenforceability of any
other provision of this Note. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Borrower in any other jurisdiction to collect on the Borrower’s obligations to
Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court in favor of the Holder. 
  
 5.6 Maximum Payments. Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess
of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed
by the Borrower to the Holder and thus refunded to the Borrower. 
  
 5.7 Security Interest and Guarantee. The Holder has been granted a security interest (i) in certain assets of the Borrower and its Subsidiaries as more fully described in the Master Security Agreement dated as of the date hereof and
(ii) pursuant to the Stock Pledge Agreement dated as of the date hereof. The obligations of the Borrower under this Note are guaranteed by certain Subsidiaries of the Borrower pursuant to the Subsidiary Guaranty dated as of the date hereof.

  
 5.8 Construction. Each party acknowledges that its
legal counsel participated in the preparation of this Note and, therefore, stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Note to favor any
party against the other. 
  
 5.9 Cost of Collection. If
default is made in the payment of this Note, the Borrower shall pay to Holder reasonable costs of collection, including reasonable attorney’s fees. 
  
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 IN WITNESS WHEREOF, the Borrower has caused this Note to be signed in its name effective as of
this 29th day of September, 2004. 
  

			
	COACH INDUSTRIES GROUP, INC.
		
	By:	 	  


	 Name:
	 	 
	 Title:
	 	 


  

	
	WITNESS:
	
	  



  

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 EXHIBIT A 
  

NOTICE OF CONVERSION 
  
 (To be executed by the Holder in order to convert all or part of the Note into Common Stock 
  
 [Name and Address of Holder] 
  
 The Undersigned hereby converts $             of the principal due on [specify applicable Repayment
Date] under the Convertible Term Note issued by Coach Industries Group, Inc. dated September     , 2004 by delivery of Shares of Common Stock of Coach Industries Group, Inc. on and subject to the conditions set forth in
Article III of such Note. 
  

							
	1.	  	Date of Conversion	 	  

	  	 
	2.	  	Shares To Be Delivered:	 	  

	  	 

  

			
	By:	 	  


	Name:	 	  


	Title:	 	  




  

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