Exhibit 10.1

                              Access Capital, Inc.
                                 405 Park Avenue
                            New York, New York 10022

                                  June 5, 2006


Emergent Group, Inc.
PRI Medical Technologies, Inc.
932 Grand Central Ave
Glendale, California


Re:  Amendment No. 1 to Accounts Receivable Purchase Agreement

Gentlemen:

     Reference is made to the Accounts Receivable Purchase Agreement dated as of
May 25,  2005 (as the same may be  amended,  supplemented,  restated or modified
from time to time, the "Agreement") between Emergent Group, Inc. and PRI Medical
Technologies,  Inc.  (collectively  the  "Companies")  and Access Capital,  Inc.
("Access Capital"). All capitalized terms used herein that are not defined shall
have the respective  meanings given to them in the Accounts  Receivable Purchase
Agreement ("ARPA").

     This Amendment confirms the agreement of the parties that the ARPA shall be
modified to reflect the following:

1.      The last  sentence  of Section 2a of the ARPA,  shall be deleted and the
following inserted in its place:  "Proceeds of collections shall be available to
the Companies (so long as  consistent  with the terms of this  Agreement) on the
first business day after receipt by Access  Capital  without regard to clearance
and credited to outstanding balances on the same day of receipt thereof."

2.      Section 2b of the ARPA is hereby deleted in its entirety.

3.      The  Required  Minimum  Amount,  as  defined  in  Section 3 of Exhibit A
("Standard Terms and Conditions of the Accounts Receivable Purchase  Agreement")
shall be reduced from $500,000 to $0.

4.      The  second   paragraph  of  Section  8  in  Exhibit  A,  inclusive  of
sub-sections  (i),  (ii),  and (iii) and the third  paragraph  of  Section 8 are
hereby deleted. In consideration of the elimination of the Early Termination Fee
during the Initial and each Renewal Term, the Companies shall  collectively  pay
Access Capital a $30,000  Restructuring Fee, which shall be payable in six-equal
monthly  installments of $5,000,  commencing  July 1, 2006 and continuing  until
paid in full.

5.      Section 9h of Exhibit A, shall be renamed as "Section 9 h (i)".

6.      A new Section 9 h (ii), shall be inserted  immediately after Section 9 h
(i),  and shall read as  follows:  "The  Companies  shall  collectively  fail to
maintain a Tangible Net Worth of at least $1,500,000 at all times. "Tangible Net
Worth"  shall mean for any period,  the  following:  (x) the total Net Worth (as
defined by GAAP) of the  consolidated  companies,  less (y) the sum of  goodwill
and/or any  intangible  assets,  intercompany  or affiliated  accounts and notes
receivable, and any shareholder or employee notes receivables."

7.      All  Validity  and  Management  Support  Agreements  noted on  Exhibit C
("Transaction  Documents")  which were  executed by Mr. Bruce  Haber,  Mr. Louis
Buther, Mr. Mark Waldron, and Mr. William McKay, shall be terminated.

8.      Access  Capital  shall pay  interest to the  Companies  on the  residual
balances  held by Access  Capital at a rate equal to 3% below  "Prime" or "Base"
interest rate of Citibank, N.A.

9.      Except as  expressly  set forth  herein,  all of the  provisions  of the
Accounts Receivable Purchase Agreement shall remain unamended and shall continue
to be and remain in full force and effect in  accordance  with their  respective
terms.

10.     The provisions of this Agreement shall be effective on the date hereof.




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                        Very truly yours,

                        ACCESS CAPITAL, INC

                        By:_____________________________
                           Daren Demcsik
                           Vice President

Agreed to and Accepted:

EMERGENT GROUP, INC.

By: ______________________________
   Bruce J. Haber
   Chairman



Address:

932 Grand Central Avenue
Glendale, California
Federal ID #: 93-1215401
State of Incorporation:  Nevada
Organizational ID #: ___________


PRI Medical Technologies, Inc.

By:______________________________
   Bruce J. Haber
   Chairman

Address:

932 Grand Central Avenue
Glendale, California
Federal ID #: 95-4607643
State of Incorporation:  Nevada
Organizational ID #: ___________