ASSET PURCHASE AGREEMENT BETWEEN IMPERIAL SYSTEMS INC. a Florida Corporation

Exhibit 2.1

ASSET PURCHASE AGREEMENT

BETWEEN

IMPERIAL SYSTEMS INC.

a Florida Corporation

AND

SPRINGFIELD COACH INDUSTRIES GROUP, INC.

a Missouri corporation

a wholly owned subsidiary of

COACH INDUSTRIES GROUP, INC.

a Nevada corporation

AND

COACH FINANCIAL SERVICES, Inc

a division of

COACH INDUSTRIES GROUP, INC.

a Nevada corporation

DATED

March 16, 2007

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (the “ Agreement ”) is made and entered into as of 9th day of March, 2007 by and among IMPERIAL SYSTEMS INC. (EIN 20-8397431) a Florida corporation and/or its assigns, (“PURCHASER”), and COACH FINANCIAL SERVICES, Inc. a Florida corporation (EIN 34-2013297) (“CFS”) and SPRINGFIELD COACH INDUSTRIES GROUP, INC. a Missouri. Corporation (EIN 20-0419475) (“COACH” or “Seller” and together with PURCHASER collectively “the Parties”.

PRELIMINARY STATEMENT :

WHEREAS , PURCHASER desires to acquire certain assets of Seller and assume certain liabilities of CFS and/or SELLER and SELLER desires to sell the same certain assets of SELLER to PURCHASER and SELLER AND CFS, as applicable desire to take all action reasonably necessary to assign certain liabilities of CFS and/or SELLER to PURCHASER under the terms and conditions in furtherance of those outlined in the letter of intent between Interactive Investment Group, LLC and those entities defined therein as the “Company” dated February 09, 2007 and executed by the parties thereto. A copy of the executed letter of intent is included as Attachment A: and

WHEREAS , SELLER, located at 1903 N. Barnes Ave., Springfield MO. 65803 is a wholly owned subsidiary of COACH INDUSTRIES GROUP, INC. (“CIGI”). SELLER is engaged in the business of altering and/or fabricating fully manufactured motor vehicles for occupancy by more than the number of passengers for which the vehicle was originally designed (the “Vehicle Manufacturer Business”);

WHEREAS , CFS is engaged in the business of leasing and/or selling vehicles, including, but not limited to vehicles manufactured, fabricated and/or altered by the SELLER in connection with its Vehicle Manufacturer Business, to end users thereof (collectively the “Vehicle Lease Business” and together with the Vehicle Manufacturer Business collectively the “Business”)

WHEREAS , Laurus Master Funds, LLC (Laurus) is the holder of a Seven Million Dollar ($7,000,000) term note due from and/or the repayment of which is guaranteed by CIGI and certain of their subsidiaries and/or affiliates (collectively the “LMFCIGI Group”) to Laurus with a current outstanding principal balance of $6,837, 209.30; and

WHEREAS , the parties intend to memorialize the purchase and sale of certain assets of SELLER and CFS to PURCHASER and PURCHASER’S assumption of certain liabilities of CFS upon the terms and subject to the conditions set forth herein; and

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NOW, THEREFORE , in consideration of the mutual covenants and premises contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby conclusively acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

SALE AND PURCHASE OF COACH ASSETS

AND PURCHASE PRICE

SECTION 1.1 Sale of COACH ASSET . Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with applicable law, the Closing on the Closing Date (as those terms are outlined in Section 2.1 hereof), SELLER AND CFS agrees to sell, assign, transfer, convey and deliver to the PURCHASER, and PURCHASER agrees to purchase and acquire certain assets and acquire all of SELLER AND CFS’s right, title and interest in and to certain assets listed on Attachment B and incorporated herein (the “ASSETS” or the “COACH ASSETS”) and CFS and/or SELLER, as applicable, shall assign all of its rights under and PURCHASER shall assume certain debts, liabilities or obligations of CFS and/or SELLER as listed and only as listed on Attachment C , including, but not limited to the obligations of SELLER with respect to leases of real and personal property used in the SELLER’s operation of the Business in the State of Missouri, and incorporated herein (the obligations assumed by the PURCHASER is referred to herein as the “LIABILITIES”). The COACH ASSETS listed on Attachment B shall be sold, assigned, transferred, conveyed and delivered to PURCHASER subject only to those lien(s) and/or attachments contemplated hereby.

SECTION 1.2 Purchase Price . The purchase price (the “ Purchase Price ”) to be paid by the PURCHASER for COACH ASSETS is

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ARTICLE II

CLOSING DATE AND DELIVERIES AT CLOSING

SECTION 2.1 Closing Date The closing of the transactions contemplated by this Agreement (the “ Closing ”), unless expressly determined herein, shall be held at the offices of PURCHASER at 1:00 P.M. local time, on March 16, 2007, or on such other date and at such other place as may be mutually agreed upon by the parties, including closing by facsimile with originals to follow. The date of the Closing is sometimes referred to herein as the “ Closing Date .” If payment pursuant to Section 1.2 or delivery of COACH ASSETS pursuant to Section 2.2 is not made, then this Agreement will terminate subject to terms and conditions in Section 7.1 hereof.

SECTION 2.2 Deliveries by SELLER AND CFS . In addition to and without limiting any other provision of this Agreement, SELLER AND CFS agrees to deliver, or cause to be delivered, to PURCHASER, at or prior to Closing, the following:

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SECTION 2.3 Deliveries by PURCHASER . In addition to and without limiting any other provision of this Agreement, the PURCHASER agrees to deliver, or cause to be delivered to SELLER AND CFS, at or prior to Closing, the following:

SECTION 2.4 Further Assurances . SELLER AND CFS and the PURCHASER, shall, upon request, on or after the Closing Date, cooperate with each other by executing and delivering any additional documents and/or other instruments and doing any and all such things as may be reasonably required by the parties or their counsel to implement and/or fully effectuate the transactions contemplated by this Agreement.

SECTION 2.5 Confidential Treatment of Information. The parties hereto and their representatives shall hold in confidence all data and information obtained with respect to the other parties or their business, and shall not use such data or information or disclose the same to others, except such data or information as is already known to such party or is published or is a matter of public record, or

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as otherwise required by Law or as may be disclosed with the written consent of the other party. In the event this Agreement is terminated, each party shall upon request promptly return to the other(s) any statements, documents, schedules, exhibits or other written information obtained, reflecting or derived from information provided by them in connection with this Agreement. Furthermore, the parties hereto shall not use such information and data for any competitive or commercial purposes.

SECTION 2.6 Consents and Approvals by Third Parties. PURCHASER shall use its best efforts to obtain as soon as practicable all consents and approvals of any third parties necessary or desirable for the consummation of the transactions contemplated by this Agreement.

SECTION 2.7 Publicity and Reports. Except as required by applicable Law affecting CIGI, SELLER AND CFS and PURCHASER shall consult with each other before issuing any press release or otherwise making any public statements with respect to this Agreement or the transactions contemplated hereby and shall provide the other with draft copies of any proposed press releases and a reasonable opportunity to comment thereon, and shall not issue any such press release or make any such public statement before such consultation and opportunity to comment, except as required by applicable Law. Each party agrees to cooperate with the other party to insure that all issuances of press release and/or statements with respect to this Agreement or the transactions contemplated hereby are made in the time frame required by applicable Law.

SECTION 2.8 Non-Competition; Non-interference. CIGI, SELLER and CFS acknowledge that in order to assure PURCHASER that it will retain the value of the Business, CIGI, SELLER nor CFS shall utilize its special knowledge of the Business or its relationships with customers and suppliers of CIGI, SELLER AND CFS engaged in, purchasing products from or providing products and/or services to CFS and/or SELLER and/or to compete with PURCHASER after the Closing in the Business. Accordingly, CIGI, SELLER and CFS each agree that it will not for a period of twenty four months following the Closing Date:

(a) within any jurisdiction or marketing area in which SELLER OR CFS is doing business or is qualified to do business as of the Closing, directly or indirectly own, manage, operate, control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected in any manner with (collectively “involved”), the Business;

(b) persuade or attempt to persuade (i) any customer or client of SELLER and/or CFS purchasing any product or service of the Business on the Closing Date, (ii) any person or entity that has been a customer or client of the SELLER and/or CFS purchasing any

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product or services of the Business within six months prior to the Closing or (iii) any potential customer or client to which SELLER and CFS or any of their subsidiaries has made a presentation to or with which SELLER and CFS or any of their subsidiaries has been having discussions for the purchasing of any product or services of the Business within six months prior to the Closing (collectively, “Customers”) to cease engaging in the purchase of any product or services of the Business from/with or decrease the amount products or services of the Business purchased from or done with the PURCHASER or not to hire PURCHASER or any of its subsidiaries engaged in the Business for the provision of any product or service of the Business or to commence purchasing any product or service of the Business from or increase the amount of business done with or hire, another company engaged in the Business;

(c) accept or solicit any Customer for the purchase or any product or services of the Business;

(d) Except as contemplated by the final sentence of this section 2.8, neither SCI nor CDS shall for a period of twenty four months following the Closing Date engage in any activity in which CIGI, Seller and/or CFS has agreed not to engage in accordance with the terms and provisions of this Section 2.8:

The restrictions set forth in this Section 2.8 are considered by the parties to be reasonable for the purposes of protecting the value of the Assets. SELLER and CFS acknowledge that PURCHASER and their subsidiaries would be irreparably harmed and that monetary damages would not provide an adequate remedy to PURCHASER and their subsidiaries in the event the covenants contained in this Section 2.8 were not complied with in accordance with their terms. Accordingly, SELLER and CFS agree that any breach or threatened breach by any of them or any of their obligations shall entitle PURCHASER and their subsidiaries, without posting any bond or other security, to injunctive and other equitable relief to secure the enforcement of these provisions, in addition to any other remedies which may be available to PURCHASER and their subsidiaries. If any particular provisions or portion of this Section 2.8 is adjudicated to be invalid or unenforceable, this section will be deemed amended to delete any provision or portion adjudicated to be invalid or unenforceable, the amendment to apply only with respect to the operation of that section in the particular jurisdiction in which the adjudication is made. Notwithstanding the foregoing and without expanding or being deemed to expand or expand the interpretation or meaning of any of the terms, restrictions and/or provision hereof, nothing contained herein or otherwise shall or shall be deemed to restrict CDS/SCI and/or any of their subsidiaries from entering into a relationship with any Competing Provider of VLB Services for the provisions of any Vehicle Lease Business services as contemplated by the terms of the ROFRMSA and/or Section 2.2(f) hereof.

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SECTION 2.9 Non-Competition; Non-interference. PURCHASER agrees on behalf of itself and all of its subsidiaries and as a condition to its transfer of the Assets or any asset of the Business, neither it nor its subsidiaries nor any purchaser of the Assets and/or the assets of the Business will for a period of twenty four months following the Closing Date:

(a) within any jurisdiction or marketing area in which SCI, CDS or any of their subsidiaries is doing business or is qualified to do business as of the Closing, directly or indirectly own, manage, operate, control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected in any manner with (collectively “involved”), any business of the type and character engaged in and competitive with the business of CDS, SCI and/or their subsidiaries in supplying services and/or contractors to the courier industry;

(b) persuade or attempt to persuade (i) any customer or client of CDS, SCI or any of their subsidiaries on the Closing Date, (ii) any person or entity that has been a customer or client of CDS, SCI or any of their subsidiaries within six months prior to the Closing or (iii) any potential customer or client to which CDS, SCI or any of their subsidiaries has made a presentation or with which CDS, SCI or any of their subsidiaries has been having discussions (collectively, “Customers”) to cease doing business with or decrease the amount of business done with or not to hire CDS, SCI or any of their subsidiaries or to commence doing business with or increase the amount of business done with or hire another company engaged in the same business or type of business engaged in by CDS, SCI and their subsidiaries on or within twelve months prior to the Closing Date (collectively the “CDS/SCI Business”);

(c) accept or solicit the business of any Customer for the provision of any product or service of the CDS/SCI Business;

The restrictions set forth in this Section 2.9 are considered by the parties to be reasonable for the purposes of protecting the value of the business and goodwill of CDS, SCI and their subsidiaries and in connection with the sale of the Assets and transfer of the Liabilities to the PURCHASER. The PURCHASER acknowledges that CDS, SCI and their subsidiaries would be irreparably harmed and that monetary damages would not provide an adequate remedy to CDS, SCI and their subsidiaries in the event the covenants contained in this Section 2.9 were not complied with in accordance with their terms. Accordingly, the PURCHASER agrees that any breach or threatened breach by it or any of its subsidiaries or any purchaser of the assets or any assets of the Business shall entitle CDS, SCI and their subsidiaries, without posting any bond or other security, to injunctive and other equitable relief to secure the enforcement of these provisions, in addition to any other remedies which may be available to CDS, SCI and their subsidiaries. If any particular provisions or portion of this Section 2.9 is adjudicated to be invalid or unenforceable, this section will be deemed amended to delete any provision or portion adjudicated to be invalid or unenforceable, the amendment to apply only with respect to the operation of that section in the particular jurisdiction in which the adjudication is made.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER AND CFS

SELLER AND CFS represents and warrants to PURCHASER, except as set forth in the attachments hereto, as e provided by SELLER AND/OR CFS to the PURCHASER on/or before the date hereof or previously disclosed by or on behalf of SELLER, CFS or any of their affiliates or associates to PURCHASER, its agents, officers, directors or representative (collectively the “Disclosure Schedule”), as follows:

SECTION 3.1 Organization and Qualification . SELLER is a corporation duly organized, validly existing and in good standing under the laws of the State of Missouri, and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and is duly qualified to do business in any other jurisdiction by virtue of the nature of the businesses conducted by it or the ownership or leasing of its properties, except where the failure to be so qualified will not, when taken together with all other such failures, have a Business Material Adverse effect their subsidiaries. CFS is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and is duly qualified to do business in any other jurisdiction by virtue of the nature of the businesses conducted by it or the ownership or leasing of its properties, except where the failure to be so qualified will not, when taken together with all other such failures, have a Business Material Adverse effect their subsidiaries

SECTION 3.2 Articles of Incorporation and By-Laws . The complete and correct copies of SELLER AND CFS’s Articles of Incorporation and By-Laws, as amended or restated to date, included in the Disclosure Schedule are a complete and correct copy of such document as in effect on the date hereof and as of the Closing Date.

3.2.1 Authority . SELLER AND CFS has all requisite corporate power and authority, to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by SELLER AND CFS and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of SELLER AND CFS is necessary to authorize

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this Agreement or to consummate the transactions contemplated hereby except as disclosed in this Agreement. A copy of the Board of Director Resolution duly adopted by a majority of the current members of the SELLER AND CFS’s Board of Directors and approving this Agreement is contained as Attachment D . This Agreement has been duly executed and delivered by SELLER AND CFS and constitutes the legal, valid and binding obligation of SELLER AND CFS enforceable against SELLER AND CFS in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the enforcement of creditors’ rights generally and general principles of equity. SELLER AND CFS holds all licenses, certificates, permits, franchises and rights from all appropriate federal, state or other public authorities necessary for the conduct of its business and the use of the Assets (the “Licenses”) and SELLER AND CFS shall assign the Licenses, which are assignable to the PURCHASER without the consent and/or approval of any third party, upon consummation of the transactions contemplated by this Agreement, except where the failure to hold any of such License would have any effect or series of effects that is, individually or in the aggregate, material and adverse to the operation of the Business as conducted by the SELLER AND CFS on the date of this Agreement (each a “Business Material Adverse Effect”).

SECTION 3.3 No Conflict; Required Filings and Consents . The execution and delivery of this Agreement by SELLER AND CFS does not, and the performance by SELLER AND CFS of its obligations hereunder will not: (i) conflict with or violate the Articles of Incorporation or By-Laws of SELLER AND CFS; (ii) conflict with, breach or violate any federal, state, foreign or local law, statute, ordinance, rule, regulation, order, judgment or decree (collectively, “ Laws ”) in effect as of the date of this Agreement and applicable to SELLER AND CFS the breach of which would have an effect or series of effects that is, individually or in the aggregate, material and adverse to the consummation of the transactions contemplated by this Agreement (each a “Closing Material Adverse Effect”); or (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to any other entity any right of termination, amendment, acceleration or cancellation of, require payment under, or result in the creation of a lien or encumbrance on any of the properties or assets of SELLER AND CFS pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which SELLER AND CFS is a party or by SELLER AND CFS or any of its properties or ass