Exhibit 10.5

          ASSET PURCHASE AGREEMENT (this "Agreement"),  dated as of November 11,
2005, among ADVANTAGE  MEDICAL  SERVICES,  LLC, a California  limited  liability
company (the "Seller"),  and the principals of the Seller named on the signature
pages hereto (each a  "Principal"  and,  collectively,  the  "Principals"),  and
EMERGENT  GROUP  INC.,  a Nevada  corporation  ("Purchaser's  Parent"),  and PRI
MEDICAL TECHNOLOGIES,  INC., a Nevada corporation and a wholly-owned  subsidiary
of Purchaser's  Parent (the "Purchaser" and,  together with Purchaser's  Parent,
the "Purchaser Parties").

                                  Introduction

          The  Seller is  engaged in the  business  of renting  lasers and other
medical  equipment to  hospitals  and other  medical  providers in the States of
California and Arizona (the  "Business").  The Principals are all of the members
of the Seller. Subject to the terms and conditions of this Agreement, the Seller
desires to sell to the Purchaser  Parties,  and the Purchaser  Parties desire to
purchase from the Seller,  certain assets,  tangible and intangible,  associated
with the Business.

          In  consideration  of the  mutual  benefits  to be  derived  from this
Agreement and of the  representations,  warranties,  conditions,  agreements and
promises contained herein and other good and valuable consideration, the parties
agree as follows:

                                   ARTICLE 1

                           PURCHASE AND SALE OF ASSETS

          1.1. Purchase and Sale.

          (a) Acquired Assets. The Seller shall sell, convey,  transfer,  assign
and deliver to the  Purchaser,  and the Purchaser  shall  purchase,  acquire and
accept from the Seller,  on the Closing  Date (as defined in Section  1.4),  the
Acquired Assets, free and clear of all Liens (as hereinafter defined). "Acquired
Assets"  means  the  following  properties,  assets  (tangible  or  intangible),
goodwill and rights of the Seller used or held for use or intended to be used or
held for use in connection with the Business:

               (i) the  fixed  assets of the  Seller  including  all  machinery,
equipment   (including  all  office   equipment  and  supplies),   spare  parts,
replacement parts, trade fixtures, tools, dies and furniture, owned or leased by
the Seller,  together with all warranties related thereto,  which are identified
on Schedule A attached hereto (the "Fixed Assets");

               (ii) all  automobiles  and trucks  owned or leased by the Seller,
which are identified on Schedule B attached hereto (the "Vehicles");

               (iii) all  finished  goods and  inventory of the Seller which are
identified on Schedule C attached hereto ("Inventory");
<PAGE>
               (iv) all lists and records  pertaining to customers of the Seller
together with all lists and records  pertaining to suppliers,  vendor  contacts,
purchasing  reports  and  purchase  orders  which are  identified  on Schedule D
attached hereto ("Customer Lists"); and

               (v) (A) all  intellectual  property  owned by the Seller which is
used  exclusively in the Business and which is identified on Schedule E attached
hereto,  including,  but not limited to, trade names, service marks, trademarks,
logos, patterns, designs, drawings,  software, URLs, copyrights and patents; (B)
all licenses and sublicenses  granted and obtained by the Seller with respect to
any of the foregoing and which are identified on Schedule D attached hereto; (C)
all  goodwill  associated  with  any of the  foregoing;  and (D)  all  telephone
numbers,  web sites,  email  addresses  and post office box numbers  used by the
Business  and   identified   on  Schedule  D  attached   hereto   (collectively,
"Goodwill").

Except for the Acquired Assets, the Purchaser shall not be the successor to the
Seller and the Purchaser does not and will not acquire or accept any properties,
assets (tangible or intangible), and rights of the Seller used or held for use
or intended to be used or held for use in connection with the Business.

          (b)  Excluded  Assets.  Notwithstanding  the  foregoing,  the Acquired
Assets shall not include,  and the  Purchaser  shall not and will not acquire or
accept, any of the following (collectively, the "Excluded Assets"):

               (i) any accounts receivable of the Seller; and

               (ii) any other  property,  assets or  rights  of the  Seller  not
described in Section 1.1(a) hereof.

          (c) As used herein,  "Lien" means any lien,  pledge,  charge,  option,
restriction on transfer,  claim,  mortgage,  deed to secure debt, deed of trust,
conditional sale or other title retention agreement, or other security interest,
security title or encumbrance of any kind; provided,  however,  that a financing
statement filed by the lessor of equipment to evidence its leasehold interest in
such equipment shall not constitute a Lien.

          1.2. Purchaser Not Successor to the Seller; Excluded Liabilities.

          (a)  Assumed  Liabilities.  On the  Closing  Date,  the  Seller  shall
transfer and assign to the  Purchaser,  and the Purchaser  shall assume from the
Seller  and  become   responsible   for,  the  Assumed   Liabilities.   "Assumed
Liabilities" means only the following  liabilities of the Seller with respect to
the Business:

               (i) all  liabilities of the Seller under those certain  equipment
leases and related maintenance  agreements to which the Seller is a party listed
on Schedule F attached hereto ("Equipment and Maintenance Agreements"); and

               (ii) all  liabilities  of the Seller  under  those  certain  open
purchase  orders with  customers of the Seller and all contracts and  agreements
with  customers  to which the  Seller is a party  listed on  Schedule G attached
hereto ("Customer Agreements").

Except for the Assumed Liabilities, the Purchaser shall not be the successor to
the Seller and the Purchaser does not and will not assume or become liable to
pay, perform or discharge any obligation or liability whatsoever of the Seller
or relating to any of the Acquired Assets (all such obligations and liabilities
being, collectively, the "Excluded Liabilities").

                                       2
<PAGE>

               (b) Risk of Loss. Until the Closing, any loss of or damage to the
Acquired  Assets  from fire,  casualty  or any other  occurrence  not covered by
insurance  payable to the  Purchaser  shall be the total  responsibility  of the
Seller.

          1.3. Purchase Price.

          (a) Purchase Price. The purchase price (the "Purchase  Price") for the
Acquired  Assets  and the  Assumed  Liabilities  shall be cash in the  amount of
$100,000,  plus cash in an amount equal to the lower of the Purchaser's original
acquisition  cost  for  inventory  similar  to the  Inventory  and the  Seller's
original  cost for the Inventory  net of all rebates,  volume  discounts and the
like  (together,  the "Cash Portion of the Purchase  Price").  In addition,  the
Principals shall receive payments in the aggregate principal amount of $375,000,
plus an aggregate of 324,000 shares of common stock,  par value $0.04 per share,
of the Purchaser's  Parent (the "Emergent  Stock" or the "Stock  Consideration")
pursuant to and in  consideration  of their agreement to sign a  Noncompetition,
Nondisclosure  and  Nonsolicitation  Agreement with the Purchaser in the form of
Exhibit 1 attached hereto (the "Non-Compete Agreement").

          (b) Allocation of Purchase Price. The allocation of the Purchase Price
among the Acquired Assets, the Assumed Liabilities and the Non-Compete Agreement
shall be as set forth on Exhibit 2 attached hereto.  The portion of the Purchase
Price  allocated  to the  Non-Compete  Agreement  shall  be  referred  to as the
"Non-Compete  Consideration."  The Purchaser Parties and the Seller shall follow
such  allocation in determining  and reporting  their  liabilities  for federal,
state,  local and foreign tax returns  filed by them  subsequent  to the Closing
Date.

          (c)  Reduction  of Purchase  Price.  Notwithstanding  anything  herein
contained,  the Stock  Consideration and the Non-Compete  Consideration shall be
reduced  by ten  percent  (10%),  or  32,400  shares  in the  case of the  Stock
Consideration,  in the event that Dr. Elliot B. Lander and Dr. Scott K. Yun fail
to form the ESWL  Partnership with the Purchaser as called for in Section 3.7 of
this Agreement.  Moreover,  notwithstanding anything herein contained, the Stock
Consideration  and the  Non-Compete  Consideration  shall be  reduced if the Net
Service Revenue of the Business  during the 12 month period  following the month
including  the  Closing  Date (the  "Revenue  Period")  does not equal or exceed
$1,750,000  (the  "Threshold").  For  purposes of this  Agreement,  "Net Service
Revenue"  shall mean the  revenue of the  Business  during  the  Revenue  Period
actually  collected  from the customers  listed on Annex A on or before the 90th
day after the end of the Revenue Period,  after all costs of disposable supplies
associated  directly  with the  performance  of the Business  during the Revenue
Period have been deducted.  Should the Net Service  Revenue of the Business fall
below the Threshold during the Revenue Period,  the Stock  Consideration and the
Non-Compete  Consideration  shall be reduced by a percentage equal to the amount
of such  difference  in Net  Service  Revenue  for the  Revenue  Period from the
Threshold divided by the Threshold, as described below.

               (i) Not  later  than 90  days  after  the  last  day of the  last
calendar month in the Revenue Period, the Purchaser shall prepare and deliver to
the Principals a certificate setting forth the Purchaser's good faith reasonable
estimate of the Net Service Revenue (the "Certificate").

               (ii) Following receipt of the Certificate, the Principals will be
afforded  a period of 30 days to review the  Certificate.  To assist in any such
review,  the  Purchaser  will make  available  to the  Principals  any books and
records,  work  papers  prepared  in  connection  with the  Certificate  and the
personnel  involved in  preparing  the same.  At or before the end of the 30 day
review  period,  the  Principals  will either (A) accept the  Certificate in its
entirety  or (B)  deliver to the  Purchaser  a written  notice  setting  forth a
detailed  explanation  of those  items in the  Certificate  that the  Principals
dispute (a "Notice of  Dispute").  If the  Principals do not deliver a Notice of
Dispute to the Purchaser within the 30-day review period, the Principals will be
deemed to have  accepted the  Certificate  in its  entirety.  If the  Principals
deliver a Notice of Dispute in which they  disputes  some,  but not all,  of the
items in the Certificate,  the Principals will be deemed to have accepted all of
the items not  disputed  other than those not  directly  disputed  but which are
affected by the items disputed.

                                       3
<PAGE>
               (iii) For a period of 14 days after the  delivery  of a Notice of
Dispute,  the parties will attempt to resolve in good faith any disputed  items.
If they are unable to do so, the remaining  disputed items will be referred to a
mutually  acceptable  recognized firm of independent  accountants whose services
have not, at any time during the two (2) years  prior to the date  hereof,  been
utilized  by  the  parties  hereto  for  resolution  (the  "Independent   Public
Accountants").  The Independent Public Accountants shall be requested to reach a
decision  in good faith in  accordance  with the terms of this  Agreement  as to
whether it  accepts  the  position  of  Principals  or the  Purchaser  as to the
determination  of the aggregate value of the disputed items,  and not later than
60 days  after  the  reference  to it of the  dispute.  The  Independent  Public
Accountants shall accept the position of the Principals or the Purchaser that is
closest in value to its good faith  determination  of the aggregate value of the
disputed items. The determination by the Independent  Public Accountants will be
binding on the parties.  The fees, costs and expenses of the Independent  Public
Accountants  shall be borne by the party whose  position did not prevail in such
determination.  The Net  Service  Revenue,  as  accepted  by the  Principals  or
adjusted to reflect the resolution of any dispute,  is referred to as the "Final
Net Service Revenue."

               (iv) At such time as the Final Net Service Revenue is determined,
in the event that the Final Net Service Revenue is less than the Threshold, then
the Non-Compete  Consideration and the Stock Consideration shall be reduced by a
percentage  equal to the amount of such  difference in Final Net Service Revenue
from the  Threshold  divided by the Threshold and will be reflected in full as a
reduction in future quarterly payments of the Non-Compete Consideration pursuant
to the Non-Compete  Agreement and as a reduction in the Stock  Consideration  by
reducing the number of shares of Emergent  Stock to be issued to the  Principals
without  regard to the price of the Emergent  Stock or, if the reduction is such
that it would call for a repayment of any Non-Compete  Consideration pursuant to
the  Non-Compete  Agreement,  then the  Principals  will repay such  Non-Compete
Consideration  to the Purchaser  promptly after the Final Net Service Revenue is
determined hereunder.

          (d) Payment.  The Purchaser shall pay the Cash Portion of the Purchase
Price, at Closing by certified  check or wire transfer of immediately  available
funds.  If the Seller  elects to receive a wire  transfer of the Cash Portion of
the Purchase  Price,  it shall notify the Purchaser in writing no later than two
business days prior to the Closing Date and shall  designate an account to which
such wire transfer shall be directed.  On February 1, 2006, the Purchaser  shall
deliver the first payment under the Non-Compete Agreement to the Principals. The
Purchaser shall issue the Stock Consideration on December 15, 2005 to be held by
the Purchaser who will deliver the Stock  Consideration  to the Principals after
the Final Net Service Revenue is determined  after the conclusion of the Revenue
Period.  The  Stock  Consideration  shall  not be  invested  for any  dividends,
distribution or other occurrences with respect to the Emergent Stock between the
Closing Date and December 15, 2005.

          1.4. Closing.  The closing (the "Closing") for the consummation of the
transactions  contemplated  by this Agreement shall take place at the offices of
Brown Raysman  Millstein  Felder & Steiner LLP, 900 Third Avenue,  New York, New
York 10022, or such other place as the Seller,  the Principals and the Purchaser
Parties  shall  agree,  on the  date  hereof  (such  date of the  Closing  being
hereinafter  called  the  "Closing  Date").  The  Closing  shall be deemed to be
effective as of the close of business on the Closing Date.

          1.5.  Instruments  of  Conveyance  and Transfer.  At the Closing,  the
Seller  shall  deliver  to the  Purchaser  such  bills  of  sale,  endorsements,
assignments and other  instruments of transfer,  conveyance and assignment (in a
form  satisfactory to the Seller and the Purchaser) as shall be necessary in the
reasonable judgment of the Purchaser to transfer, convey and assign the Acquired
Assets to the Purchaser.

                                       4
<PAGE>
          1.6. Post-Closing  Assurances.  The Seller shall, at any time and from
time to time  after  the  Closing  Date,  upon  the  reasonable  request  of the
Purchaser,  do,  execute,  acknowledge,  deliver and file,  or cause to be done,
executed,  acknowledged,  delivered  or filed,  all such  further  acts,  deeds,
transfers, conveyances,  assignments or assurances as may be reasonably required
for the better transferring, conveying, assigning and assuring to the Purchaser,
or for the aiding and  assisting in the reducing to  possession by the Purchaser
of, any of the Acquired Assets.

          1.7. Assignment of Contracts. Notwithstanding anything to the contrary
contained in this Agreement, this Agreement shall not constitute an agreement or
attempt to transfer,  sublease or assign any  contract,  license,  lease,  sales
order,  purchase  order or other  agreement or any claim or right of any benefit
arising thereunder or resulting therefrom or any governmental  permit,  license,
franchise, approval, registration or certificate of occupancy (collectively, the
"Rights") to the extent that an attempted sale, transfer, sublease or assignment
thereof,  without the consent of any other party  thereto,  would  constitute  a
breach thereof or in any way adversely affect the Purchaser's  rights to receive
the benefits thereunder.

          In order,  however,  that the full value of any Rights may be realized
for the  benefit of the  Purchaser,  the  Seller  shall,  at the  expense of the
Purchaser  and  at  the  reasonable  request  and  under  the  direction  of the
Purchaser, in the name of such party or as otherwise reasonably specified by the
Purchaser,  acting  reasonably,  take all such action and do or cause to be done
all such things that are  necessary  and  advisable in order that the rights and
obligations  of the Seller in  connection  with such Rights may be  performed in
such manner that the value of such Rights shall be preserved  and shall inure to
the  exclusive  benefit of the  Purchaser (or to the benefit of the Purchaser to
the same extent as the Seller enjoyed prior to the date hereof if the Seller was
not entitled to the exclusive benefit thereof).

          The Purchaser may at any time thereafter  request a sale,  assignment,
conveyance  or  transfer  of any  Rights  notwithstanding  that the third  party
consent necessary for such sale,  assignment and transfer has not been obtained,
provided that such sale, assignment,  conveyance or transfer of such Rights does
not  materially  diminish  the  benefit of such Rights to any  Affiliate  of the
Seller, if the Seller was not entitled to the exclusive benefit thereof.

                                   ARTICLE 2

                         REPRESENTATIONS AND WARRANTIES

          2.1.  Representations and Warranties by the Seller. The Seller and the
Principals represent and warrant to the Purchaser Parties as follows:

                                       5
<PAGE>
          (a)  Organization,  Standing  and  Power.  The  Seller  is  a  limited
liability  company duly formed,  validly existing and in good standing under the
laws of the State of California and has all requisite  limited liability company
power and authority to own, lease and operate its properties and to carry on its
business as now being conducted. The Seller is duly qualified to do business and
is in  good  standing  in each  jurisdiction  in  which  such  qualification  is
necessary because of the property owned,  leased or operated by it or because of
the nature of its business as now being  conducted.  True and complete copies of
the certificate of formation and limited liability  company operating  agreement
of the Seller,  including all amendments  thereto through and including the date
hereof,  have been delivered to the Purchaser,  and such documents have not been
amended, modified or rescinded in any respect and are in full force and effect.

          (b)  Authority;  Binding  Agreements.  The  execution,   delivery  and
performance of this Agreement,  the Non-Compete Agreement,  the Bill of Sale (as
defined in Section 4.1), and the Assignment (as defined in Section 4.1), and all
other agreements, documents and instruments contemplated in connection with this
Agreement  to  which  the  Seller  is  a  party  and  the  consummation  of  the
transactions  contemplated  hereby  and  thereby  have  been  duly  and  validly
authorized by all necessary  limited  liability company action of the Seller and
its members.  The Seller has all requisite  limited  liability company power and
authority to execute,  deliver and perform its obligations under this Agreement,
the  Non-Compete  Agreement,  the  Bill  of  Sale,  and the  Assignment,  and to
consummate the transactions  contemplated  hereby and thereby and the Seller has
duly  executed  and  delivered  this  Agreement.  This  Agreement  is,  and upon
execution and delivery,  the  Non-Compete  Agreement,  the Bill of Sale, and the
Assignment, and such other agreements, documents and instruments as are executed
and delivered by the Seller will be, the legal, valid and binding obligations of
the Seller,  enforceable in accordance with their  respective  terms,  except as
such  enforceability  may  be  limited  by  bankruptcy,  insolvency,  fraudulent
conveyance,  reorganization,  moratorium  or other  similar laws  relating to or
affecting  creditors'  rights  generally  or  by  general  equitable  principles
(regardless  of whether such  enforceability  is  considered  in a proceeding in
equity or at law).

          (c) Ownership.  The Principals own of record and  beneficially  all of
the issued and  outstanding  membership  interests  in the Seller.  There are no
outstanding  rights,  options or  warrants to acquire  interests  in the Seller.
There are no agreements to which the Seller or the  Principals  are a party that
relate to the  issuance or transfer of any of the  membership  interests  in the
Seller.

          (d)  Conflicts;  Consents.  None of the execution and delivery of this
Agreement, the Non-Compete Agreement, the Bill of Sale, and the Assignment,  the
consummation of the transactions  contemplated  hereby or thereby, or compliance
by the Seller with any of the  provisions  hereof or thereof,  will (i) conflict
with or result in a breach of the certificate of formation or limited  liability
company  operating  agreement of the Seller,  (ii)  conflict with or result in a
default (or give rise to any right of termination, cancellation or acceleration)
under any of the provisions of any note, bond, lease,  hypothecation,  mortgage,
indenture,   license,  franchise,  permit,  agreement  or  other  instrument  or
obligation to which the Seller is a party,  or by which the Seller's  properties
or assets may be bound or affected,  except for such conflict, breach or default
as to which  requisite  waivers or consents shall be obtained before the Closing
(which  waivers or consents are set forth in Schedule  2.1),  (iii)  violate any
law, statute, rule or regulation or order, writ, injunction or decree applicable
to the  Seller  or the  Seller's  properties  or  assets  or (iv)  result in the
creation or imposition of any Liens upon any of the Acquired  Assets.  Except as
set forth in Schedule 2.1, no consent or approval by, or any  notification of or
filing with,  any person,  firm,  corporation,  partnership,  limited  liability
company,  trust, joint venture,  association or entity (governmental or private)
(each, a "person" and  collectively,  "persons") is required in connection  with
the execution,  delivery and  performance by the Seller of this  Agreement,  the
Non-Compete  Agreement,  the Bill of Sale,  the  Assignment  or any of the other
agreements,  documents and  instruments  contemplated  in  connection  with this
Agreement  or  the  consummation  of the  transactions  contemplated  hereby  or
thereby.

                                       7
<PAGE>
          (e) Acquired Assets and Related Matters.  The Seller is the sole owner
of the Acquired  Assets and has, and the Purchaser will at the Closing  acquire,
good and valid title to, and in the case of the immovable property,  good, valid
and marketable  title to, as applicable,  all of the Acquired  Assets,  free and
clear of all Liens.  At the time of Closing,  the Seller will have  delivered to
the Purchaser  true and complete  lien  searches for all relevant  jurisdictions
evidencing the absence of Liens on any of the Acquired Assets,  other than Liens
on such assets for which full releases satisfactory in form and substance to the
Purchaser  will have been  delivered to the  Purchaser by Closing.  The tangible
property  included in the Acquired  Assets is in good  operating  condition  and
repair, subject to ordinary wear and tear.

          (f)  Inventory.  The  Inventory  listed  on  Schedule  C is  the  only
inventory  used or held  for use or  intended  to be used or held for use in the
Business.  Such  inventory  is useable  and  salable in the  ordinary  course of
business as currently conducted at customary gross margins.

          (g)  Customer  Lists.  The  Customer  Lists  contain,  in all material
respects,  a true,  correct and  complete  list of the names,  addresses,  email
addresses,  telephone  numbers,  fax  numbers  and  contact  names of all of the
customers  who have  actually  purchased  merchandise  from the  Business  since
January 1, 2004. Prior hereto,  the Seller has provided the Purchaser with true,
correct  and  complete  credit  reports  and data  regarding  the  purchases  of
customers on the Customer Lists,  including sales dollars by customer and prices
paid for each  procedure.  Neither the Seller nor any of its  Affiliates has any
contract,  agreement,  understanding or policy, including without limitation any
privacy policy,  that could limit the use of the Customer Lists by the Purchaser
after the Closing.

          (h) Goodwill and Similar Rights.

          (i)  Schedule  E sets  forth a true and  complete  list of any and all
trade names,  service marks,  trademarks  (registered or  unregistered),  logos,
patterns,  designs,  drawings,   software,  URLs,  copyrights  and  patents  and
applications  therefor  owned,  used,  filed by or  licensed  to the Seller with
respect to the  Business.  With respect to registered  trademarks,  Schedule 2.1
sets forth a list of all  jurisdictions  in which such  trademarks  (if any) are
registered or applied for and all  registration  and application  numbers.  With
respect to patents, Schedule 2.1 sets forth a list of all jurisdictions in which
such  patents  have  been  granted  or  applied  for  and all  registration  and
application numbers. The Seller owns or validly license all patents, trademarks,
service marks, trade names, domain names and copyrights, in each case registered
or unregistered,  inventions, technology, industrial design, software, know-how,
trade  secrets,   Customer  Lists  and  other   intellectual   property   rights
(collectively,  the  "Intellectual  Property") used in the Business as presently
conducted,  with no infringement  of or conflict with any rights of others.  The
Seller is, and on the Closing Date the Purchaser will be, the sole and exclusive
owner of or valid licensee of all rights to the Intellectual Property,  free and
clear of all Liens. Each of the aforesaid elements of the Intellectual  Property
is valid,  subsisting and enforceable.  Except as set forth on Schedule 2.1, the
Seller has, and on the Closing Date the  Purchaser  will have,  the right to use
the same without the payment of any  license,  fee,  royalty or similar  charge.
Except as set forth on  Schedule  2.1,  the Seller has not  granted to any third
party any license or other right to any of the Intellectual Property.  Except as
set forth on Schedule 2.1, there is no claim pending or, to the knowledge of the
Seller or the Principals,  threatened,  which relates to any of the Intellectual
Property.  Except as set forth on Schedule  2.1, the Seller has not received any
notice  that  the  operations  of the  Business  or the  practice  of any of the
Intellectual  Property  infringes upon or conflicts with any patent,  trademark,
trade name, copyright or other proprietary right of a third party.

                                       8
<PAGE>
               (ii) To the knowledge of the Seller and the Principals, all trade
secrets  and  other  confidential  information  of the  Seller  relating  to the
Business or the Acquired  Assets are presently valid and protectable and are not
part of the public  domain or  knowledge,  nor, to the  knowledge of the Seller,
have they been used,  divulged  or  appropriated  for the  benefit of any person
other than the Seller to the detriment of the Business.

               (i) Agreements, Etc. Schedule F contains a true and complete list
(and,  with  respect to oral  contracts or  agreements,  a  description)  of all
written  or oral  contracts  and  agreements  to which the  Seller is a party in
connection with the Business relating to (1) the lease or similar arrangement of
any machinery,  equipment,  furniture, fixtures or similar property, and (2) the
maintenance  of  any  machinery,   equipment,  furniture,  fixtures  or  similar
property.  Schedule G contains a true and  complete  list (and,  with respect to
oral  contracts or agreements,  a description)  of all written or oral contracts
and  agreements to which the Seller is a party in  connection  with the Business
relating to open  purchase  orders with  customers of the Seller and  agreements
with  customers  to which the  Seller is a party.  The  Seller is not in default
under any such agreement or instrument,  and, to the knowledge of the Seller and
the Principals,  no other party to any such agreement or instrument is in breach
thereof or default  thereunder.  All such  agreements or instruments are in full
force and effect and are  enforceable  against the other  parties  thereto.  The
Seller has made  available to or furnished  to the  Purchaser  true and complete
copies of all documents described in Schedule F and Schedule G.

          (j) Compliance with Law; Investigations.  The Seller has complied with
all applicable  laws,  statutes,  regulations,  orders and  restrictions of each
federal,  state, municipal or other governmental body,  department,  commission,
board, bureau,  agency or instrumentality to which it is subject, the failure to
comply with which could have a material adverse effect on the Seller's business,
operations, assets, properties, condition or prospects. There is no governmental
inquiry  pending or, to the knowledge of the Seller,  threatened  relating to or
involving  the  Seller,  its assets,  properties  or business  which  might,  if
determined  adversely,  result in a  material  adverse  change  in the  Seller's
business, operations,  assets, properties,  condition or prospects, and no basis
for any of the foregoing is known to the Seller.

          (k)  Brokers.  No agent,  broker,  investment  banker,  person or firm
acting on behalf of the Seller or any of its  Affiliates  is or will be entitled
to any broker's or finder's fee or any other  commission or similar fee directly
or  indirectly  from any of the  parties  hereto in  connection  with any of the
transactions contemplated hereby.

          2.2.  Representations  and Warranties by the  Principals.  Each of the
Principals  severally  represents  and  warrants  to the  Purchaser  Parties  as
follows:

          (a) Authority;  Binding  Agreements.  Such Principal has all requisite
power and authority to execute,  deliver and perform his obligations  under this
Agreement,  the  Non-Compete  Agreement  and the Proxy,  and to  consummate  the
transactions contemplated hereby and thereby and the Principal has duly executed
and  delivered  this  Agreement.  This  Agreement  is,  and upon  execution  and
delivery,  the  Non-Compete  Agreement and the Proxy and such other  agreements,
documents and  instruments  as are executed and delivered by the Principal  will
be, the legal, valid and binding  obligations of such Principal,  enforceable in
accordance with their respective  terms,  except as such  enforceability  may be
limited  by  bankruptcy,  insolvency,  fraudulent  conveyance,   reorganization,
moratorium  or other  similar laws  relating to or affecting  creditors'  rights
generally  or by  general  equitable  principles  (regardless  of  whether  such
enforceability is considered in a proceeding in equity or at law).

                                       9
<PAGE>
          (b) Purchase for Own Account. Such Principal is acquiring the Emergent
Stock as principal for the Principal's  own account,  not as a nominee or agent,
and not with a view to the  public  resale or  distribution  thereof  within the
meaning of the Securities Act of 1933, as amended (the  "Securities  Act"),  and
the Principal has no present  intention of selling,  granting any  participation
in, or otherwise distributing the same.

          (c)  Investment  Experience.   Such  Principal  understands  that  the
Emergent Stock may involve  substantial risk. The Principal has experience as an
investor in securities of companies and acknowledges that it is able to fend for
itself,  can bear the economic risk of its  investment in the Emergent Stock and
has such  knowledge and  experience in financial or business  matters that it is
capable of  evaluating  the merits and risks of an  investment  in the  Emergent
Stock and protecting its own interests in connection with this investment.

          (d)  Accredited  Purchaser  Status.  The  Principal is an  "accredited
investor"  within the meaning of Regulation D promulgated  under the  Securities
Act.

          (e)  Reliance   Upon   Principal's   Representations.   The  Principal
understands that the issuance of the Emergent Stock to it will not be registered
under the  Securities  Act on the  ground  that such  issuance  and sale will be
exempt from  registration  under the  Securities  Act  pursuant to Section  4(2)
thereof,  and that the Purchaser Parties' reliance on such exemption is based in
part on each Principal's representations set forth herein.

          (f) General Solicitation. The Principal is not purchasing the Emergent
Stock as a result of any advertisement,  article,  notice or other communication
regarding the Emergent  Stock  published in any  newspaper,  magazine or similar
media or broadcast  over  television or radio or presented at any seminar or any
other general solicitation or general advertisement.

          (g) Receipt of  Information.  The Principal has had an  opportunity to
ask questions of the  Purchaser's  Parent  regarding the terms and conditions of
the issuance of the Emergent Stock and the business,  properties,  prospects and
financial  condition  of the  Purchaser's  Parent and to obtain  any  additional
information.

          (h) Restricted Securities. The Principal will not sell, offer to sell,
assign, pledge,  hypothecate or otherwise transfer the Emergent Stock unless (i)
pursuant to an effective  registration  statement under the Securities Act, (ii)
such holder  provides the  Purchaser's  Parent with an opinion of counsel,  in a
generally acceptable form, to the effect that a sale,  assignment or transfer of
such securities may be made without registration under the Securities Act, (iii)
such  securities  can be sold pursuant to Rule 144(k) under the  Securities  Act
with such  restrictions  as provided  therein,  or (iv) such  securities  may be
publicly sold pursuant to Rule 144 ("Rule 144") and such Principal has delivered
to the Purchaser's Parent with a copy to its securities counsel,  Morse & Morse,
PLLC, 1400 Old Country Road, Suite 302, Westbury,  NY 11590 (fax:  516-487-1452)
prior to sale customary Rule 144 broker's and seller's representation letters, a
Form 144 and an appropriate  legal opinion.  It is understood that the Principal
shall not sell the Emergent  Stock issued as the Stock  Consideration  hereunder
until  the  Stock  Consideration  is no longer  subject  to the  stock  giveback
pursuant to Section 1.3(c) and until the Purchaser's Parent's counsel authorizes
the  Purchaser's  Parent's  transfer  agent,  American  Stock Transfer and Trust
Company,  to rely on the  legal  opinion  submitted  to the  Purchaser's  Parent
hereunder.  Notwithstanding anything to the contrary contained in this Agreement
or the Non-Compete  Agreement,  the Principal may transfer (without  restriction
and  without  the need for an  opinion of  counsel)  the  Emergent  Stock to its
affiliates  provided  that such  affiliate  is an  "accredited  investor"  under
Regulation D and such  affiliate  agrees to be bound by the terms and conditions
of this Agreement, the Non-Compete Agreement and the Proxy, as applicable.

                                       10
<PAGE>
          (i) Legends.  The  Principal  agrees that the  Emergent  Stock and the
certificates for the Emergent Stock shall bear legends to the following effect:

          "The securities represented by this certificate have not been
          registered under the Securities Act of 1933 or with any state
          securities commission, and may not be transferred or disposed
          of by the holder in the absence of a registration statement
          which is effective under the Securities Act of 1933 and
          applicable state laws and rules, or, unless, immediately prior
          to the time set for transfer, such transfer may be effected
          without violation of the Securities Act of 1933 and other
          applicable state laws and rules."

          "The securities represented by this certificate are subject to
          an agreement with Emergent Group, Inc. which prohibits the
          sale or other transfer of such shares. A copy of such
          agreement dated as of November 11, 2005 is available at the
          principal executive offices of the corporation."

In addition, the Principal agrees that the Purchaser's Parent may place stop
transfer orders with its transfer agent with respect to such certificates.
Notwithstanding the foregoing, it is agreed that, as long as (A) the resale or
transfer (including without limitation a pledge) of the Emergent Stock is
registered pursuant to an effective registration statement and the Principal
represents in writing to the Purchaser's Parent that such Emergent Stock has
been or is being sold pursuant to such registration statement and that the
Principal has or will comply with all applicable prospectus delivery
requirements in connection with such sale, (B) such Emergent Stock has been
publicly sold pursuant to Rule 144 and such Principal has delivered to the
Company customary Rule 144 broker's and seller's representation letters, a Form
144 and an appropriate legal opinion, or (C) such Emergent Stock can be publicly
sold pursuant to Rule 144(k) under the Securities Act, such Emergent Stock shall
be issued without any legend or other restrictive language and, with respect to
Emergent Stock upon which such legend is stamped, the Purchaser's Parent shall
issue new certificates without such legend to the Principal promptly upon
request. Nothing contained in this Agreement obligates the Purchaser's Parent or
the Purchaser to file a registration statement with the Securities and Exchange
Commission to register the resale of the Emergent Stock being issued as the
Stock Consideration to the Principals hereunder.

          2.3.  Representations  and Warranties by the Purchaser.  The Purchaser
represents and warrants to the Seller and the Principals as follows:

          (a)  Organization  and Standing.  The Purchaser is a corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Nevada and has all requisite  limited  liability  company power and authority to
own,  lease and operate its properties and to carry on its business as now being
conducted.

          (b)  Authority;  Binding  Agreements.  The  execution,   delivery  and
performance  of this  Agreement  and the  Non-Compete  Agreement  and all  other
agreements,  documents and  instruments  contemplated  in  connection  with this
Agreement  to  which  the  Purchaser  is a  party  and the  consummation  of the
transactions  contemplated  hereby  and  thereby  have  been  duly  and  validly
authorized  by all  necessary  action of the  Purchaser.  The  Purchaser has all
requisite power and authority to execute, deliver and perform this Agreement and
the Non-Compete Agreement and to consummate the transactions contemplated hereby
and thereby and the Purchaser has duly  executed and delivered  this  Agreement.
This Agreement is, and upon execution and delivery,  the  Non-Compete  Agreement
and such other agreements,  documents and instruments will be, the legal,  valid
and binding  obligation of the Purchaser,  enforceable in accordance  with their
respective terms,  except as such  enforceability  may be limited by bankruptcy,
insolvency, fraudulent conveyance,  reorganization,  moratorium or other similar
laws  relating  to or  affecting  creditors'  rights  generally  or  by  general
equitable principles (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

                                       11
<PAGE>
          (c)  Conflicts;  Consents.  None of the execution of this Agreement or
the Non-Compete  Agreement,  the consummation of the  transactions  contemplated
hereby or thereby or  compliance  by the  Purchaser  with any of the  provisions
hereof  or  thereof  will  (i)  conflict  with  or  result  in a  breach  of the
constituent  documents  of the  Purchaser,  (ii)  conflict  with or  result in a
default (or give rise to any right of termination, cancellation or acceleration)
under any of the  provisions  of any note,  bond,  lease,  mortgage,  indenture,
license, franchise, permit, agreement or other instrument or obligation to which
the  Purchaser  is a  party,  or by  which  the  Purchaser  or  the  Purchaser's
properties  or assets,  may be bound or  affected,  except  for such  conflicts,
breaches or defaults as to which requisite waivers or consents shall be obtained
before the Closing,  or (iii)  violate any law,  statute,  rule or regulation or
order, writ, injunction or decree applicable to the Purchaser or the Purchaser's
properties or assets, in each case, which conflict, breach, default or violation
could  reasonably  be expected to  materially  impair  such  party's  ability to
consummate the transactions contemplated hereby. No material consent or approval
by or  notification of or filing with any person (as defined herein) is required
in connection  with the execution,  delivery and performance by the Purchaser of
this  Agreement  or  the  Non-Compete  Agreement  or  the  consummation  of  the
transactions  contemplated  hereby or  thereby,  other than those that have been
obtained or will prior to the Closing  Date be obtained  and are, or will be, in
full force and effect.

          (d)  Brokers.  No agent,  broker,  investment  banker,  person or firm
acting  on  behalf  of the  Purchaser  or any of its  affiliates  or  under  the
authority of the  Purchaser of any of its  affiliates  is or will be entitled to
any broker's or finder's fee or any other  commission or similar fee directly or
indirectly  from  any  of the  parties  hereto  in  connection  with  any of the
transactions contemplated hereby.

          2.4.  Representations  and Warranties by the Purchaser's  Parent.  The
Purchaser's  Parent  represents and warrants to the Seller and the Principals as
follows:

          (a) Organization and Standing. The Purchaser's Parent is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of  Nevada  and has all  requisite  limited  liability  company  power and
authority to own,  lease and operate its properties and to carry on its business
as now being conducted.

          (b)  Authority;  Binding  Agreements.  The  execution,   delivery  and
performance  of  this  Agreement  and  all  other   agreements,   documents  and
instruments  contemplated  in  connection  with  this  Agreement  to  which  the
Purchaser's  Parent  is  a  party  and  the  consummation  of  the  transactions
contemplated  hereby and  thereby,  including  the  authorization,  issuance and
delivery of the Emergent  Stock,  have been duly and validly  authorized  by all
necessary  action of the  Purchaser's  Parent.  The  Purchaser's  Parent has all
requisite power and authority to execute, deliver and perform this Agreement and
to consummate the transactions  contemplated  hereby and thereby,  including the
authorization,  issuance and delivery of the Emergent Stock, and the Purchaser's
Parent has duly executed and delivered  this  Agreement.  This Agreement is, and
upon execution and delivery,  such other  agreements,  documents and instruments
contemplated by this Agreement to be entered into by Purchaser's Parent will be,
the legal, valid and binding obligation of the Purchaser's  Parent,  enforceable
in accordance with their respective terms,  except as such enforceability may be
limited  by  bankruptcy,  insolvency,  fraudulent  conveyance,   reorganization,
moratorium  or other  similar laws  relating to or affecting  creditors'  rights
generally  or by  general  equitable  principles  (regardless  of  whether  such
enforceability is considered in a proceeding in equity or at law).

                                       12
<PAGE>
          (c) Conflicts;  Consents. None of the execution of this Agreement, the
consummation   of  the   transactions   contemplated   hereby,   including   the
authorization, issuance and delivery of the Emergent Stock, or compliance by the
Purchaser's  Parent with any of the provisions  hereof will (i) conflict with or
result in a breach of the constituent  documents of the Purchaser's Parent, (ii)
conflict with or result in a default (or give rise to any right of  termination,
cancellation  or  acceleration)  under any of the provisions of any note,  bond,
lease,  mortgage,  indenture,  license,  franchise,  permit,  agreement or other
instrument or obligation to which the Purchaser's Parent is a party, or by which
such  party or such  party's  properties  or assets,  may be bound or  affected,
except for such conflicts, breaches or defaults as to which requisite waivers or
consents  shall be  obtained  before  the  Closing,  or (iii)  violate  any law,
statute,  rule or regulation or order, writ,  injunction or decree applicable to
the Purchaser's Parent or such party's properties or assets, in each case, which
conflict,   breach,  default  or  violation  could  reasonably  be  expected  to
materially   impair  such  party's   ability  to  consummate  the   transactions
contemplated  hereby.  No material  consent or approval by or notification of or
filing with any person  (governmental or private) is required in connection with
the  execution,  delivery  and  performance  by the  Purchaser's  Parent of this
Agreement or the consummation of the transactions contemplated hereby, including
the authorization, issuance and delivery of the Emergent Stock, other than those
that have been  obtained or will prior to the Closing  Date be obtained and are,
or  will  be,  in  full  force  and  effect.  No  consent,  approval,  order  or
authorization of, or registration,  qualification,  designation,  declaration or
filing with, or notice to, any federal, state or local governmental authority on
the part of the  Purchaser's  Parent is required in connection with the issuance
of the  Emergent  Stock to the  Principals,  or the  consummation  of the  other
transactions  contemplated by this  Agreement,  other than any federal and state
filings  that may be required  pursuant to  Regulation D  promulgated  under the
Securities Act and any applicable state securities laws.

          (d) Valid Issuance of Stock.

               (i) Valid  Issuance.  The Emergent Stock to be issued pursuant to
this Agreement will be, upon  consummation  of this Agreement by the Principals,
duly  authorized  and validly  issued,  free and clear of all liens,  claims and
encumbrances, except encumbrances or restrictions arising under federal or state
securities  laws.  The Emergent  Stock has been duly and validly  authorized and
reserved for issuance and, upon issuance,  sale and delivery in accordance  with
the terms of this Agreement and the Non-Compete Agreement, for the consideration
provided  for  therein,  will  be  duly  and  validly  issued,  fully  paid  and
non-assessable  free and clear of all  liens,  claims and  encumbrances,  except
encumbrances or restrictions arising under federal or state securities laws.

               (ii) Compliance with Securities Laws.  Subject to the accuracy of
the  representations  made by the Principals in Section 2.2 hereof (and assuming
no change in applicable law and no unlawful  distribution  of the Emergent Stock
by the  Principals or other  parties),  the Emergent Stock will be issued to the
Principals in compliance  with applicable  exemptions from (i) the  registration
and  prospectus  delivery  requirements  of the  Securities  Act,  and  (ii) the
registration and qualification requirements of all applicable securities laws of
the states of the United States.

          (e) General  Solicitation;  No  Integration.  Neither the  Purchaser's
Parent nor any other person or entity  authorized by the  Purchaser's  Parent to
act on its behalf has engaged in a general  solicitation or general  advertising
(within the meaning of  Regulation D of the  Securities  Act) of investors  with
respect to offers or sales of the Emergent  Stock.  The  Purchaser's  Parent has
not, directly or through any agent, sold, offered for sale,  solicited offers to
buy or  otherwise  negotiated  in respect  of, any  security  (as defined in the
Securities  Act) which,  to its  knowledge,  is or will be  integrated  with the
Emergent Stock issued pursuant to this Agreement.

                                       13
<PAGE>
                                   ARTICLE 3

                              ADDITIONAL AGREEMENTS

          3.1. Expenses; Taxes. Each party hereto shall pay its respective legal
and accounting fees and expenses  incurred in connection  with the  preparation,
execution and delivery of this Agreement and all other agreements, documents and
instruments  executed  pursuant hereto and any other costs and expenses incurred
by such party,  except as otherwise  expressly set forth herein,  whether or not
Closing  occurs.  The Seller  shall pay the cost of all income,  excise,  single
business,  use, gross receipts and similar taxes related to the Business  before
the Closing,  and the Purchaser  shall pay such taxes related to the Business as
of and after the Closing.  The Purchaser shall not be responsible for any income
taxes of the Seller or the Principals  arising out of or in connection  with the
transactions contemplated by this Agreement and the other agreements,  documents
and instruments  executed  pursuant  hereto.  The Seller and the Purchaser shall
each pay 50% of any sales and  transfer  taxes  arising out of or in  connection
with the  transfer by the Seller to the  Purchaser  of the  Acquired  Assets and
Assumed Liabilities pursuant hereto.

          3.2.  Further  Assurances.   Each  party  hereto  agrees  to  use  its
reasonable best efforts to take, or cause to be taken, all action, and to do, or
cause to be done, all things  necessary,  proper or advisable  under  applicable
laws  and  regulations,  to  consummate  and  make  effective  the  transactions
contemplated  by this Agreement as  expeditiously  as practicable  and to ensure
that the  conditions  set forth in Article IV hereof are  satisfied,  insofar as
such matters are within the control of such party. In case at any time after the
Closing  Date any further  action is  necessary  or  desirable  to carry out the
purposes of this  Agreement or to ensure the proper  assignment  and delivery of
the  Acquired  Assets to the  Purchaser,  each of the parties to this  Agreement
shall  take or cause  to be taken  all such  necessary  action,  including,  the
execution  and delivery of such further  instruments  and  documents,  as may be
reasonably  requested by any party for such purposes or otherwise to complete or
perfect the transactions contemplated hereby.

          3.3.  Access and  Information.  Following the Closing Date, the Seller
and the  Principals  shall make  available to the  Purchaser  any data and other
information in the  possession of the Seller or the  Principals  relating to the
Acquired Assets, the Assumed  Liabilities or the Business and the Seller and the
Principals shall reasonably  assist the Purchaser in arranging  discussions with
(and the calling as witnesses in any proceedings related to the Acquired Assets,
the Assumed Liabilities or the Business,  of) officers,  employees and agents of
the Seller: (i) to permit the preparation of any tax returns; (ii) in connection
with any  governmental  examination  of tax  returns  relating  to the  Acquired
Assets;  (iii) to defend or prosecute any claims relating to the Acquired Assets
or the Assumed  Liabilities;  or (iv) for any other purpose reasonably requested
by the Purchaser Parties.

          3.4. Bulk Sales.  Subject to the indemnification  provision in Section
5.1(a)(v),  the Seller and the Purchaser  hereby agree to waive  compliance with
any and all bulk sales laws applicable to the transactions  contemplated by this
Agreement.

          3.5.  Public  Announcements.  Except as  otherwise  required by law or
applicable  stock exchange rules, no party hereto may issue any press release or
other public  disclosure  concerning this transaction  without the prior written
consent of the other parties hereto.

          3.6.  Non-Compete  Agreement.  The Seller and the Principals  agree to
enter into the Non-Compete Agreement.

                                       14
<PAGE>
          3.7. Formation of ESWL Partnership.  Elliot Lander and Scott Yun agree
to form a partnership  with the Purchaser within one year of the Closing Date to
purchase a lithotripsy  table and offer a procedure  known as "ESWL" on terms to
be mutually agreed between such parties (the "ESWL Partnership").

          3.8. Grant of Proxy.  The Principals agree to grant to Bruce J. Haber,
the Chairman of the Board of the  Purchaser's  Parent,  on the Closing  Date, an
irrevocable  proxy in the form of  Exhibit  3  attached  hereto  to vote all the
shares of Emergent Stock which they acquire  hereunder and under the Non-Compete
Agreement, in his discretion,  on all matters brought before the stockholders of
the  Purchaser's  Parent (at a meeting of  stockholders or by written consent of
stockholders)(each  a  "Proxy"  and,  collectively,  the  "Proxies"),  until the
Emergent Stock is sold by the respective  Principals to a  non-affiliated  third
party in compliance with the provisions of Section 2.2(h) hereof.

                                   ARTICLE 4

                              CONDITIONS PRECEDENT

          4.1.   Conditions  of  Obligations  of  the  Purchaser  Parties.   The
obligations of the Purchaser Parties to purchase and accept the Acquired Assets,
assume the Assumed  Liabilities  and  otherwise to consummate  the  transactions
contemplated  by this Agreement are subject to the  satisfaction  on or prior to
the  Closing  of the  following  conditions  unless  waived  in  writing  by the
Purchaser Parties:

          (a) Consents,  Amendments and  Terminations.  The Purchaser shall have
received  duly  executed  and  delivered   copies  of  all  waivers,   consents,
terminations  and  approvals  contemplated  by this  Agreement,  all in form and
substance reasonably satisfactory to the Purchaser.

          (b)  Instruments  of Transfer.  The Seller shall have delivered to the
Purchaser a Bill of Sale conveying the movable  (personal)  property included in
the Acquired  Assets (the "Bill of Sale"),  an Assignment  and  Assumption  (the
"Assignment"),  and  any  additional  instruments  of  assignment,  transfer  or
conveyance requested by the Purchaser from the Seller, including certificates of
registration  duly  executed  with  respect  to each of the  Vehicles  ("Vehicle
Transfers"),   each  in  form  and  substance  reasonably  satisfactory  to  the
Purchaser.

          (c) Governmental  Consents;  No Legal Bar;  Permits.  The Seller shall
have obtained all necessary  authorizations,  approvals, and qualifications,  or
secured  exemptions  therefrom,  required by, and made all necessary filings and
registrations   with,  any   governmental   authority  in  connection  with  the
consummation of the  transactions  contemplated by this Agreement.  No action or
proceeding by or before any court or governmental  authority shall be pending or
threatened  challenging  or seeking to  restrain or  prohibit  the  transactions
contemplated by this Agreement.  No law, rule, regulation,  order, injunction or
decree  of any  court or  governmental  authority  preventing  the  transactions
contemplated by this Agreement shall be in effect.

                                       15
<PAGE>
          (d)  Constitutive  Documents;  Approvals.  The  Purchaser  shall  have
received copies of all of the constituent and governing  documents of the Seller
and resolutions  documenting all limited liability company or member proceedings
and  approvals  of  the  Seller  with  respect  to  this  Agreement,  the  other
agreements,  documents and instruments  contemplated in connection  herewith and
the transactions contemplated hereby and thereby, certified as true and complete
by the Secretary of the Seller.

          (e) FIRPTA  Certificate.  The Seller shall have  delivered an executed
certificate, as described in Treasury Regulations ss. 1.1445-2,  certifying that
the Seller is not a foreign person as defined in Section 1445(f)(3) of the Code.

          (f) Customer Lists.  The Seller shall have provided to the Purchaser a
true and correct copy of the Customer Lists current as of the Closing Date.

          (g) Proxies.  The  Principals  shall have  delivered to the  Purchaser
Parties the Proxies.

          (h) Non-Compete  Agreement.  The Seller and the Principals  shall have
delivered to the Purchaser the Non-Compete Agreement.

          (i) Other  Documents.  The Purchaser  Parties shall have received such
other documents, certificates or instruments as they may reasonably request.

          4.2.  Conditions of Obligations of the Seller.  The obligations of the
Seller to sell the Acquired Assets and otherwise to consummate the  transactions
contemplated  by this Agreement are subject to the  satisfaction  on or prior to
the Closing of the following conditions unless waived in writing by the Seller:

          (a)  Assignment.  The Purchaser shall have delivered to the Seller the
Assignment,  duly executed by the  Purchaser,  in form and substance  reasonably
satisfactory to the Seller.

          (b)  Payment of  Purchase  Price.  The  Purchaser  shall have paid the
Purchase Price, as determined in accordance with Section 1.3, to the Seller.

          (c) Governmental  Consents;  No Legal Bar. The Purchaser Parties shall
have obtained all necessary  authorizations,  approvals, and qualifications,  or
secured  exemptions  therefrom,  required by, and made all necessary filings and
registrations   with,  any   governmental   authority  in  connection  with  the
consummation of the  transactions  contemplated by this Agreement.  No action or
proceeding by or before any court or governmental  authority shall be pending or
threatened  challenging  or seeking to  restrain or  prohibit  the  transactions
contemplated by this Agreement.  No law, rule, regulation,  order, injunction or
decree  of any  court or  governmental  authority  preventing  the  transactions
contemplated by this Agreement shall be in effect.

          (d) Other  Documents.  The  Seller  shall  have  received  such  other
documents, certificates or instruments as it may reasonably request.

                                   ARTICLE 5

                                 INDEMNIFICATION

          5.1.  Indemnification.  (a) The Seller and the Principals  jointly and
severally  shall  indemnify and hold harmless each of the Purchaser  Parties and
its Affiliates, shareholders, partners, directors, officers, employees and other
agents and representatives from and against any and all liabilities,  judgments,
claims  (including  claims of  creditors of the  Seller),  settlements,  losses,
damages,  fees, Liens,  taxes,  penalties,  obligations and expenses  (including
reasonable fees and disbursements of counsel) (collectively,  "Losses") incurred
or suffered by any such person arising from, by reason of or in connection with:

               (i)  any  misrepresentation  or  breach  of  any  representation,
warranty,  covenant or  agreement of the Seller or the  Principals  contained in
this  Agreement,  or any other  agreement,  document,  instrument or certificate
delivered or entered into by the Seller or the Principals on the Closing Date in
connection herewith including the Non-Compete Agreement;

                                       16
<PAGE>
               (ii)  any and all  federal,  state,  local  and  foreign  income,
profits,  franchise,  sales, use, occupation,  property,  excise, employment and
other taxes (including interest,  penalties and withholdings of tax) of any kind
related to the Business or the Acquired Assets for any and all periods ending on
or prior to the Closing Date;

               (iii) the  conduct of the  Business  or other  operations  of the
Business or the Acquired Assets on or prior to the Closing Date or any condition
relating to product or service  liability of the Business in existence  prior to
the Closing Date;

               (iv) except for the Assumed Liabilities,  any and all liabilities
or obligations of the Seller, including any and all Excluded Liabilities, or the
failure of the Seller to pay or discharge the same;

               (v) the failure (A) of the  Purchaser  Parties to comply with any
bulk sales laws applicable to the  transactions  contemplated by this Agreement,
and (B) of the Seller to pay to the  creditors  of the Seller all amounts  which
are related to the Business outstanding at the Closing Date;

               (vi) any claim by any former member of the Seller with respect to
the transactions contemplated by this Agreement or otherwise; and

               (vii) any and all actions, suits,  proceedings,  demands, orders,
rulings, decrees,  judgments, costs and legal and other expenses incident to any
of the matters referred to in clauses (i) through (vi) of this Section 5.1(a);

provided, however, that the Purchaser shall be entitled to offset the amounts
due to the Principals under the Non-Compete Agreement (including the amount of
Emergent Stock) against the Principals' obligation and liability for any and all
such Losses under Section 5.1(a) as such Losses are known and such amounts
become due; and provided, further, however, that with respect to obligations and
liabilities for breaches of the Non-Compete Agreement, the breaching Principal
shall be fully liable without limitation as to the time of the breach while the
non-breaching Principals shall be liable up to a maximum of 50% each for
breaches occurring within three years from the Closing Date.

          (b) The Purchaser shall indemnify and hold harmless the Seller and its
members (including the Principals), shareholders, partners, directors, officers,
employees  and other  agents and  representatives  from and  against any and all
liabilities,  judgments,  claims,  settlements,  losses,  damages,  fees, Liens,
taxes, penalties,  obligations and expenses (including fees and disbursements of
counsel)  incurred or suffered by any such person  arising from, by reason of or
in connection with:

               (i)  any  misrepresentation  or  breach  of  any  representation,
warranty,  covenant  or  agreement  of any  Purchaser  Party  contained  in this
Agreement, or any other agreement, document, instrument or certificate delivered
or entered  into by the  Purchaser  Parties on the  Closing  Date in  connection
herewith;

               (ii)  any and all  federal,  state,  local  and  foreign  income,
profits,  franchise,  sales, use, occupation,  property,  excise, employment and
other taxes (including interest,  penalties and withholdings of tax) of any kind
related to the Business or the Acquired Assets for any and all periods beginning
after the Closing Date;

                                       17
<PAGE>
               (iii) the  conduct of the  Business  or other  operations  of the
Business or the Acquired Assets after the Closing Date;

               (iv)  any and  all  Assumed  Liabilities  or the  failure  of the
Purchaser to pay or discharge the same; and

               (v) any and all actions,  suits,  proceedings,  demands,  orders,
rulings, decrees,  judgments, costs and legal and other expenses incident to any
of the matters referred to in clauses (i) through (iv) of this Section 5.1(b).

          5.2.  Certain  Limitations.  The  remedies  provided in this Article V
shall be the exclusive remedies of the Purchaser Parties for any Losses that are
subject to indemnification pursuant to Section 5.1(a).

          5.3. Procedures Relating to Third Party Claims.

          (a)  In  order  for  an  indemnified  party  to  be  entitled  to  any
indemnification provided for under this Article V arising from, by reason of, or
otherwise in connection  with an asserted or unasserted  claim or demand made or
which might be made by any Person against the indemnified  party (a "Third Party
Claim"),  the  indemnified  party  must  send  reasonably  prompt  notice to the
indemnifying  parties in writing of the Third Party Claim,  including the nature
and  basis of such  claim to the  extent  known by the  indemnified  party  (the
"Indemnification  Notice");   provided,  however,  that  failure  to  give  such
notification shall not affect the  indemnification  provided hereunder except to
the extent the indemnifying parties have been materially and actually prejudiced
as a  result  of such  failure.  If a Third  Party  Claim  is made  against  the
indemnified party, the indemnifying  parties shall be entitled to participate in
the defense  thereof  and, if they so choose and  acknowledge  in writing  their
respective obligation to indemnify the indemnified party therefor, to assume the
defense  thereof  with  counsel  selected  by the  indemnifying  parties  acting
together, provided that such counsel is reasonably acceptable to the indemnified
party. Should the indemnifying parties so elect to assume the defense of a Third
Party Claim,  the  indemnifying  parties shall not be liable to the  indemnified
party for legal  expenses  subsequently  incurred  by the  indemnified  party in
connection with the defense  thereof.  If the  indemnifying  parties assume such
defense,  the  indemnified  party  shall  have the right to  participate  in the
defense  thereof and to employ  counsel,  at its own expense,  separate from the
counsel  employed by the  indemnifying  parties,  it being  understood  that the
indemnifying  parties shall control such defense. The indemnifying parties shall
be liable for the fees and expenses of counsel employed by the indemnified party
for any period during which the  indemnifying  parties have failed to assume the
defense  thereof (as well as during the period prior to the time the indemnified
party  shall have given  notice of the Third  Party  Claim as  provided  above).
Regardless  of which  party shall  assume the defense of such claim,  each party
shall provide to the other parties,  upon such other parties'  written  request,
reasonable  access  during  normal  business  hours to the  books,  records  and
personnel  in their  possession  or under  their  control  which are  reasonable
necessary to verify such claim.

          (b) Prior to the indemnifying  parties notifying the indemnified party
of their  intention  to defend  the claim,  the  indemnified  party will  defend
against  such  claim  as  the  indemnified  party  deems  appropriate.   If  the
indemnifying  parties so elect to assume the defense of any Third  Party  Claim,
the  indemnified  party shall  cooperate  with the  indemnifying  parties in the
defense or prosecution  thereof.  Whether or not the indemnifying  parties shall
have assumed the defense of a Third Party Claim, the indemnified party shall not
admit any liability  with respect to, or settle,  compromise or discharge,  such
Third Party Claim without the prior written consent of the indemnifying  parties
(which consent shall not be unreasonably  withheld). If the indemnifying parties
shall have assumed the defense of a Third Party  Claim,  the  indemnified  party
shall agree to any  settlement,  compromise  or discharge of a Third Party Claim
which the  indemnifying  parties may recommend and which by its terms  obligates
the  indemnifying  parties to pay the full amount of the liability in connection
with such Third Party Claim,  which releases the indemnified party completely in
connection  with such Third Party Claim and which would not otherwise  adversely
affect the indemnified party.

                                       18
<PAGE>
          (c) Notwithstanding the foregoing,  the indemnifying parties shall not
be  entitled to assume the defense of any Third Party Claim (and shall be liable
for the  reasonable  fees and expenses of counsel  incurred by the  indemnifying
parties in  defending  such Third Party Claim) if the Third Party Claim seeks an
order,  injunction  or other  equitable  relief or relief  for other  than money
damages against the indemnified  party which the indemnified  party  determines,
after conferring with its outside counsel,  cannot be separated from any related
claim for money damages without any potential  adverse effect to the indemnified
party. If such equitable relief or other relief portion of the Third Party Claim
can be so separated from that for money damages,  the indemnifying parties shall
be entitled to assume the defense of the portion relating to money damages.

          5.4.  Procedures  Related to Claims other than Third Party Claims.  In
the event any indemnified party should have a claim for indemnification  against
the  indemnifying  parties  under this  Article V that does not  involve a Third
Party  Claim  being  asserted  against  or  sought  to be  collected  from  such
indemnified party, the indemnified party shall deliver notice of such claim with
reasonable   promptness  to  the  indemnifying   parties.  The  failure  by  any
indemnified  party so to notify the  indemnifying  parties  shall not affect the
indemnification provided hereunder except to the extent the indemnifying parties
have been materially and actually prejudiced as a result of such failure.

                                   ARTICLE 6

                                  MISCELLANEOUS

          6.1. Entire Agreement.  This Agreement, the Non-Compete Agreement, the
Proxies and the other  agreements,  documents and  instruments  contemplated  in
connection with this Agreement and the schedules and exhibits hereto and thereto
contain the entire  agreement among the parties with respect to the transactions
contemplated   hereby  and  thereby  and  supersede  all  prior   agreements  or
understandings among the parties.

          6.2. Descriptive Headings;  Certain  Interpretations.  (a) Descriptive
headings are for convenience only and shall not control or affect the meaning or
construction of any provision of this Agreement.

(b) Whenever the Seller makes any representation, warranty or other statement to
the Seller's knowledge, the Designated Representatives of the Seller will be
deemed to have made due inquiry into the subject matter of such representation,
warranty or other statement. The Designated Representatives of the Seller are
Elliot Lander, Glenn Weissman, Scott Yun, Edmyr Godoy and Rel Rodriguez.

(c) Except as otherwise expressly provided in this Agreement, the following
rules of interpretation apply to this Agreement: (i) the singular includes the
plural and the plural includes the singular; (ii) "or" and "any" are not
exclusive and "include" and "including" are not limiting; (iii) a reference to
any agreement or other contract includes permitted supplements and amendments;
(iv) a reference to a law includes any amendment or modification to such law and
any rules or regulations issued thereunder; (v) a reference to a person includes
its permitted successors and assigns; (vi) "$" and "dollars" refer to lawful
money of the United States of America; and (vii) a reference in this Agreement
to an Article, Section, Annex, Exhibit or Schedule is to the Article, Section,
Annex, Exhibit or Schedule of this Agreement.

                                       19
<PAGE>
          6.3. Notices.  All notices,  requests and other  communications to any
party  hereunder  shall be in writing and sufficient if delivered  personally or
sent by facsimile  (with  confirmation of receipt) or by registered or certified
mail, postage prepaid, return receipt requested, addressed as follows:

If to the Purchaser's Parent, to:

                  Emergent Group Inc.
                  932 Grand Central Avenue
                  Glendale, CA  91201
                  Facsimile:  (818) 240-8535
                  Attention:  Bruce J. Haber


If to the Purchaser, to:

                  PRI Medical Technologies, Inc.
                  932 Grand Central Avenue
                  Glendale, CA  91201
                  Facsimile:  (818) 240-8535
                  Attention:  Bruce J. Haber

If to the Seller, to:

                  Advantage Medical Services, LLC
                  12407 Slausen Avenue, Suite D
                  Whittier, CA  90606
                  Facsimile:  (626) 357-6267
                  Attention:  Glenn H. Weissman, M.D.

If to the Principals:

                  c/o Glenn H. Weissman, M.D.
                  51 North Fifth Avenue, Suite 202
                  Arcadia, CA  91006
                  Facsimile:  (626) 357-6267

or to such other address or facsimile number as the party to whom notice is to
be given may have furnished to the other party in writing in accordance
herewith. Each such notice, request or communication shall be effective when
received or, if given by mail, when delivered at the address specified in this
Section or on the fifth business day following the date on which such
communication is posted, whichever occurs first.

          6.4. No Third Party Beneficiaries.  Other than as set forth in Article
V, this  Agreement does not confer upon any person other than the parties hereto
any rights or remedies.

          6.5.  Counterparts.  This  Agreement  may be executed in any number of
counterparts, and each such counterpart hereof shall be deemed to be an original
instrument,  but  all  such  counterparts  together  shall  constitute  but  one
agreement.  The  signatures to this  Agreement may be delivered by facsimile and
any such  facsimile  signature  shall be as  admissible in any judicial or other
proceeding as the originals thereof.

          6.6. Survival.  Except as set forth in Article V, all  representations
and warranties  contained in this  Agreement or in any document,  certificate or
instruments   delivered  pursuant  hereto  or  in  connection  herewith  (unless
otherwise  expressly provided herein or therein) shall survive the execution and
delivery of this  Agreement  and the Closing and shall  remain in full force and
effect until the second  anniversary  of the date of this  Agreement;  provided,
however,  that no party's  indemnification  obligations  under Section 5.1 shall
terminate  with respect to any item as to which the person to be  indemnified or
the related party thereto shall have,  before the  expiration of the  applicable
period,  previously  made a claim by  delivering  a notice of such  claim to the
indemnifying party.

                                       20
<PAGE>
          6.7.  Benefits of Agreement.  All of the terms and  provisions of this
Agreement  shall be binding upon and inure to the benefit of the parties  hereto
and their  respective  successors  and assigns.  This  Agreement is for the sole
benefit of the parties  hereto and their  respective  successors and assigns and
not for the benefit of any third party.

          6.8. Amendments and Waivers. No modification,  amendment or waiver, of
any provision of, or consent required by, this Agreement, nor any consent to any
departure herefrom, shall be effective unless it is in writing and signed by the
parties  hereto.  Such  modification,  amendment,  waiver  or  consent  shall be
effective only in the specific instance and for the purpose for which given.

          6.9.  Assignment.  This  Agreement  and  the  rights  and  obligations
hereunder  shall not be assignable or  transferable  by any party hereto without
the prior written consent of the other parties hereto. Any purported  assignment
not permitted by this Section shall be void.

          6.10.  Enforceability.  It is the  desire  and  intent of the  parties
hereto that the  provisions of this  Agreement  shall be enforced to the fullest
extent   permissible  under  the  laws  and  public  policies  applied  in  each
jurisdiction  in which  enforcement  is sought.  Accordingly,  if any particular
provision of this Agreement shall be adjudicated to be invalid or unenforceable,
such  provision  shall be deemed  amended to delete  therefrom  the portion thus
adjudicated  to be invalid or  unenforceable,  such  deletion to apply only with
respect to the operation of such  provision in the  particular  jurisdiction  in
which such adjudication is made.

          6.11. Governing Law; Jurisdiction. This Agreement shall be governed by
and construed in accordance  with the laws of the State of  California,  without
regard to the choice of law provisions thereof.  Each party hereto agrees to the
exclusive jurisdiction of any state or Federal court within the Central District
of California, City of Los Angeles, with respect to any claim or cause of action
arising under or relating to this Agreement,  and waives personal service of any
and all process  upon it, and  consents  that all services of process be made by
registered or certified mail,  return receipt  requested,  directed to it at its
address in  accordance  with Section 6.3, and service so made shall be deemed to
be completed  when  received.  Each party hereto waives any  objection  based on
forum non conveniens and waives any objection to venue of any action  instituted
hereunder.  Nothing in the paragraph shall affect the right of a party hereto to
serve legal process in any other manner permitted by law.

                                       21
<PAGE>

         IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
duly executed and delivered as of the day and year first above written.


                         ADVANTAGE MEDICAL SERVICES, LLC


                         By:  /s/ Elliot B. Lander, M.D.
                              --------------------------
                         Name: Elliot B. Lander, M.D.
                         Title: Chief Executive Officer


                         PRI MEDICAL TECHNOLOGIES, INC.


                         By: /s/ William M. McKay
                         ------------------------
                         Name: William M. Mckay
                         Title: Chief Financial Officer


                         EMERGENT GROUP INC.


                         By: /s/ William M. McKay
                         ------------------------
                         Name: William M. McKay
                         Title: Chief Financial Officer


                         PRINCIPALS:

                         /s/ Elliot B. Lander, M.D.
                         --------------------------
                         Elliot B. Lander, M.D.

                         /s/ Scott K. Yun, M.D.
                         ----------------------
                         Scott K. Yun, M.D.

                         /s/ Glenn H. Weissman, M.D.
                         Glenn H. Weissman, M.D.

                         /s/ Edmyr Godoy
                         Edmyr Godoy

                         /s/ Rel Rodriguez
                         Rel Rodriguez


                                       22
<PAGE>
================================================================================



                            ASSET PURCHASE AGREEMENT

                                      among

                         ADVANTAGE MEDICAL SERVICES, LLC

                                       and

                               EMERGENT GROUP INC.

                                       and

                         PRI MEDICAL TECHNOLOGIES, INC.



                             ----------------------






                            Dated: November 11, 2005


================================================================================

                                       23
<PAGE>




                                TABLE OF CONTENTS

                                                                            Page

ARTICLE 1

   PURCHASE AND SALE OF ASSETS.................................................1
   1.1.     Purchase and Sale..................................................2
   1.2.     Purchaser Not Successor to the Seller; Excluded Liabilities........2
   1.3.     Purchase Price.....................................................3
   1.4.     Closing............................................................4
   1.5.     Instruments of Conveyance and Transfer.............................4
   1.6.     Post-Closing Assurances............................................5
   1.7.     Assignment of Contracts............................................5

ARTICLE 2

   REPRESENTATIONS AND WARRANTIES..............................................5
   2.1.     Representations and Warranties by the Seller.......................5
   2.2.     Representations and Warranties by the Principals...................9
   2.3.     Representations and Warranties by the Purchaser...................11
   2.4.     Representations and Warranties by the Purchaser's Parent..........12

ARTICLE 3

   ADDITIONAL AGREEMENTS......................................................14
   3.1.     Expenses; Taxes...................................................14
   3.2.     Further Assurances................................................14
   3.3.     Access and Information............................................14
   3.4.     Bulk Sales........................................................14
   3.5.     Public Announcements..............................................14
   3.6.     Non-Compete Agreement.............................................14
   3.7.     Formation of ESWL Partnership.....................................15
   3.8.     Grant of Proxy....................................................15

ARTICLE 4

   CONDITIONS PRECEDENT.......................................................15
   4.1.     Conditions of Obligations of the Purchaser Parties................15
   4.2.     Conditions of Obligations of the Seller...........................17

ARTICLE 5

   INDEMNIFICATION............................................................16
   5.1.     Indemnification...................................................16
   5.2.     Certain Limitations...............................................18
   5.3.     Procedures Relating to Third Party Claims.........................18
   5.4.     Procedures Related to Claims other than Third Party Claims........19

ARTICLE 6

   MISCELLANEOUS..............................................................19
   6.1.     Entire Agreement..................................................19
   6.2.     Descriptive Headings; Certain Interpretations.....................19
   6.3.     Notices...........................................................20
   6.4.     No Third Party Beneficiaries......................................20
   6.5.     Counterparts......................................................20
   6.6.     Survival..........................................................20
   6.7.     Benefits of Agreement.............................................21
   6.8.     Amendments and Waivers............................................21
   6.9.     Assignment........................................................21
   6.10.    Enforceability....................................................21
   6.11.    Governing Law; Jurisdiction.......................................21


                                       24
<PAGE>
EXHIBITS

Exhibit 1 - Form of Non-Compete Agreement
Exhibit 2 - Allocation of Purchase Price
Exhibit 3 - Form of Proxy

SCHEDULES

Schedule A - Fixed Assets
Schedule B - Vehicles
Schedule C - Inventory
Schedule D - Customer Lists
Schedule E - Goodwill
Schedule F - Equipment Leases and Maintenance Agreements
Schedule G - Customer Agreements

ANNEXES

Annex A - Customers for Net Service Revenue


                                       25
<PAGE>
                                                                       Exhibit 1

     NONCOMPETITION,   NONDISCLOSURE   AND   NONSOLICITATION   AGREEMENT   (this
"Agreement"),  dated  as of  November  11,  2005,  by and  between  PRI  MEDICAL
TECHNOLOGIES,  INC.,  a Nevada  corporation  (the  "Purchaser"),  and  ADVANTAGE
MEDICAL  SERVICES,  LLC, a California  limited liability company (the "Seller"),
and Elliot B. Lander,  M.D., Glenn H. Weissman,  M.D., Scott K. Yun, M.D., Edmyr
Godoy and Rel Rodriguez (collectively, the "Principals").

                                  Introduction

     The Principals own 100% of the membership interests of the Seller.

     Concurrently  with  the  execution  and  delivery  of this  Agreement,  the
Purchaser  is  purchasing  from the Seller  certain of the assets of the Seller,
including without limitation its good will, pursuant to the terms and conditions
of an asset purchase agreement, dated as of the date hereof (the "Asset Purchase
Agreement").  Sections 3.6 and 4.1(h) of the Asset  Purchase  Agreement  require
that a noncompetition agreement be executed and delivered by the Seller and each
Principal at the Closing.

                                    AGREEMENT

     The parties, intending to be legally bound, agree as follows:

1. DEFINITIONS

     Capitalized terms not expressly defined in this Agreement shall have
the meanings ascribed to them in the Asset Purchase Agreement.

2. ACKNOWLEDGMENTS BY SELLER AND PRINCIPALS

     Each Principal  acknowledges that such Principal has occupied a position of
trust and confidence with the Seller prior to the date hereof and has had access
to and has become familiar with the following,  any and all of which  constitute
confidential   information  of  the  Seller,   (collectively  the  "Confidential
Information"): (i) any and all trade secrets concerning the business and affairs
of the Seller, product specifications,  data, know-how, formulae,  compositions,
processes, designs, sketches, photographs, graphs, drawings, samples, inventions
and ideas,  past,  current and planned  research  and  development,  current and
planned  manufacturing and distribution  methods and processes,  customer lists,
current and  anticipated  customer  requirements,  price lists,  market studies,
business plans, computer software and programs (including object code and source
code),  database  technologies,  systems,  structures  architectures  processes,
improvements,  devices, know-how, discoveries, concepts, methods and information
of the Seller and any other information,  however documented, of the Seller that
is a trade secret within the meaning of California law or other  applicable law;
(ii) any and all  information  concerning the business and affairs of the Seller
(which  includes  historical  financial  statements,  financial  projections and
budgets, historical and projected sales, capital spending budgets and plans, the
names and  backgrounds  of key  personnel,  contractors,  agents,  suppliers and
potential suppliers, personnel training and techniques and materials, purchasing
methods  and  techniques,  however  documented;  and  (iii)  any and all  notes,
analysis,  compilations,  studies,  summaries, and other material prepared by or
for the Seller  containing  or based,  in whole or in part,  on any  information
included in the foregoing.
<PAGE>
     The Seller and each  Principal each  acknowledges  that (a) the business of
the Seller  relating to the use and  operation of the Assets by the Seller prior
to Closing is regional in scope,  (b) that its products and services  related to
such  business are  marketed in the States of  California  and Arizona;  (c) the
Seller' s business prior to the Closing  competes with other businesses that are
or could be located in the States of California  and Arizona;  (d) the Purchaser
has required that the Seller and each  Principal make the covenants set forth in
Sections 3 and 4 of this Agreement as a condition to the Purchaser's purchase of
the  Assets;  (e) the  provisions  of  Sections  3 and 4 of this  Agreement  are
reasonable  and necessary to protect and preserve the  Purchaser's  interests in
and right to the use and operation of the Assets from and after Closing; and (f)
the Purchaser  would be irreparably  damaged if the Seller or any Principal were
to breach the covenants set forth in Sections 3 and 4 of this Agreement.

3. CONFIDENTIAL INFORMATION

     The  Seller  and each  Principal  each  acknowledges  and  agrees  that the
protection of the Confidential  Information is necessary to protect and preserve
the value of the Assets.  Therefore,  the Seller and each Principal hereby agree
not to  disclose  to any  unauthorized  persons  (as such term is defined in the
Asset  Purchase  Agreement) or use for his or its own account or for the benefit
of any third party any Confidential Information, whether or not such information
is embodied in writing or other  physical  form, or is retained in the memory of
any Principal, without the Purchaser's written consent, unless and to the extent
that the Confidential Information is or becomes generally known to and available
for use by the public other than as a result of the Seller's or any  Principal's
fault  or the  fault  of any  other  person  (as  defined)  bound  by a duty  of
confidentiality  to the Purchaser or the Seller.  The Seller and each  Principal
agrees to deliver to the  Purchaser at the time of execution of this  Agreement,
and at any other time the  Purchaser  may  request,  all  documents,  memoranda,
notes, plans,  records,  reports and other  documentation,  models,  components,
devices, or computer software,  whether embodied in a disk or in other form (and
all copies of all of the foregoing),  that contain Confidential  Information and
any other  Confidential  Information  that the Seller or the Principals may then
possess or have under their control.

4. NONCOMPETITION AND NONSOLICITATION

     As an inducement for Purchaser to enter into the Asset  Purchase  Agreement
and as additional consideration for the consideration to be paid to Seller under
the  Asset  Purchase  Agreement  and the  consideration  to be paid  under  this
Agreement, the Seller and each Principal each agrees that:

     (a) For a period of five years after the Closing:

          (i) Neither the Seller nor any Principal will, directly or indirectly,
     engage or invest in, own, manage, operate, finance, control, or participate
     in the  ownership,  management,  operation,  financing,  or control  of, be
     employed by,  associated  with, or in any manner  connected with, or render
     services or advice or other aid to, or  guarantee  any  obligation  of, any
     person  (as  defined)  engaged in or  planning  to become  engaged  in, the
     business of renting  lasers and other  medical  equipment to hospitals  and
     other medical providers, or any other business whose products or activities
     compete in whole or in part with the Business in which the Acquired  Assets
     were used prior to the Closing or may be used thereafter or the business of
     the Purchaser prior to or after the Closing,  anywhere within the States of
     California and Arizona; provided,  however, that any Principal may purchase
     or otherwise  acquire up to (but not more than) one percent of any class of
     securities of any enterprise (but without  otherwise  participating  in the
     activities  of  such  enterprise)  if such  securities  are  listed  on any
     national or regional  securities  exchange  or have been  registered  under
     Section  12(g) of the  Securities  Exchange  Act of 1934,  as amended.  The
     Seller and each  Principal  agree that this  covenant  is  reasonable  with
     respect to its duration, geographical area, and scope;
<PAGE>
          (ii)  The  Seller  and  each  Principal  agree  not  to,  directly  or
     indirectly,  (A) induce or attempt to induce any  employee of Seller who is
     an employee of the  Purchaser  or becomes an employee of the  Purchaser  in
     connection  with the purchase of the Acquired Assets to leave the employ of
     the Purchaser,  (B) in any way interfere with the relationship  between the
     Purchaser and any such employee of the Purchaser,  (C) employ, or otherwise
     engage as an  employee,  independent  contractor,  or  otherwise,  any such
     employee of the Purchaser, or (D) induce or attempt to induce any customer,
     supplier,  licensee,  or other person (as defined) to cease doing  business
     with the Purchaser,  or in any way interfere with the relationship  between
     any such customer,  supplier,  licensee,  or other business  entity and the
     Purchaser; and

          (iii) The  Seller and each  Principal  agree that he (or it) will not,
     directly or  indirectly,  solicit the  business of any person (as  defined)
     that is a customer  of the  Purchaser,  whether or not such  Principal  had
     personal  contact with such person,  with respect to products or activities
     which  compete  in  whole  or in part  with the  business  operated  by the
     Purchaser using the Acquired Assets or otherwise;

     (b) In the event of a breach by the Seller or a Principal  of any  covenant
set forth in Subsection 4(a) of this  Agreement,  the term of such covenant will
be extended by the period of the duration of such breach;

     (c) Neither the Seller nor any Principal  will, at any time during or after
the five year period, disparage the Purchaser, the Acquired Assets, the business
formerly  conducted by the Seller, the business conducted by the Purchaser using
the  Acquired  Assets  or  otherwise,  or any  stockholder,  director,  officer,
employee  or agent of the  Purchaser,  except as  reasonably  necessary,  solely
related to the business formerly conducted by the Seller and not with respect to
the Purchaser or the Acquired Assets or the business  conducted by the Purchaser
using the Acquired  Assets,  in connection with the Seller's and the principals'
litigation  and  arbitration  with  Debbie  Hoffman and Detech  Medical  Project
Management, LLC; and

     (d) Each  Principal  will,  for a period of five years  after the  Closing,
within  ten  days  after  accepting  any  employment,   consulting   engagement,
engagement  as an  independent  contractor,  partnership  or other  association,
advise the  Purchaser of the identity of the new  employer,  client,  partner or
other person (as defined) with whom such  Principal has become  associated.  The
Purchaser may serve notice upon each such person that such Principal is bound by
this  Agreement  and furnish  each such person with a copy of this  Agreement or
relevant portions thereof.

5.   COMPENSATION

     As  additional  consideration  for  the  covenants  in  Section  4 of  this
Agreement,  the Purchaser will pay (1) the Seller the non-compete  consideration
set forth in  Exhibit 2 to the  Asset  Purchase  Agreement  in  accordance  with
Section 1.3 of the Asset Purchase Agreement and (2) the Principals the aggregate
sum of Three Hundred Seventy Five Thousand Dollars  ($375,000) plus an aggregate
of 324,000 shares of common stock,  par value $0.01 per share, of Emergent Group
Inc.,  a Nevada  corporation  and the  parent of the  Purchaser  (the  "Emergent
Stock"),  each subject to adjustment as provided in Section  1.3(c) of the Asset
Purchase Agreement, as follows:

     (a) The aggregate  principal  amount of Three Hundred Seventy Five Thousand
Dollars  ($375,000)  shall be payable to the Principals in the amounts set forth
on  Schedule A hereto,  in 12 equal  quarterly  payments  payable on November 1,
February 1, May 1 and August 1 of each year,  with the first such payment  being
due on February 1, 2006,  subject to adjustment as provided in Section 1.3(c) of
the Asset Purchase Agreement; and
<PAGE>
     (b) The  Emergent  Stock shall be payable to each  Principal by delivery of
certificates  for the  Emergent  Stock in the  amounts  set forth on  Schedule A
hereto,  subject  to  adjustment  as  provided  in  Section  1.3(c) of the Asset
Purchase Agreement,  after the Final Net Service Revenue is determined after the
conclusion of the Revenue  Period in accordance  with the  provisions of Section
1.3(c) of the Asset Purchase Agreement.

6. REMEDIES

     If the Seller or any Principal breaches the covenants set forth in Sections
3 or 4 of this  Agreement,  the  Purchaser  will be  entitled  to the  following
remedies:

     (a) Damages from the Seller or such Principal, as the case may be;

     (b) To offset  against any and all amounts  owing by the  Purchaser  to the
Principals  under  Section 5 of this  Agreement  any and all  amounts  which the
Purchaser claims under Subsection 6(a) of this Agreement;

     (c) To make a  claim  for  indemnity  under  Section  5.1(a)  of the  Asset
Purchase Agreement; and

     (d) In addition  to its right to damages and any other  rights it may have,
to obtain  injunctive  or other  equitable  relief  to  restrain  any  breach or
threatened  breach or  otherwise  to  specifically  enforce  the  provisions  of
Sections 3 and 4 of this  Agreement,  it being agreed that money  damages  alone
would be  inadequate  to  compensate  the  Purchaser  and would be an inadequate
remedy for such breach.

     The rights and remedies of the parties to this Agreement are cumulative and
not alternative.

7. SUCCESSORS AND ASSIGNS

     This  Agreement  will be binding  upon the  Purchaser,  the Seller and each
Principal  and will inure to the benefit of the  Purchaser  and its  affiliates,
successors and assigns.

8. WAIVER

     The rights and remedies of the parties to this Agreement are cumulative and
not  alternative.  Neither the failure nor any delay by any party in  exercising
any right,  power, or privilege under this Agreement will operate as a waiver of
such right,  power, or privilege,  and no single or partial exercise of any such
right,  power, or privilege will preclude any other or further  exercise of such
right,  power,  or  privilege  or the  exercise of any other  right,  power,  or
privilege.  To the maximum extent  permitted by applicable  law, (a) no claim or
right arising out of this Agreement can be discharged, in whole or in part, by a
waiver or  renunciation  of the claim or right except in writing;  (b) no waiver
that may be given by a party will be applicable  except in the specific instance
for  which it is given;  and (c) no  notice  to or  demand on one party  will be
deemed to be a waiver of any  obligation  of such party,  or of the right of the
party giving such notice or demand to require the other  party,  to take further
action without notice or demand as provided in this Agreement.
<PAGE>
9. GOVERNING LAW

     This  Agreement will be governed by the laws applied by courts of the State
of  California to contracts  entered into within that State by parties  residing
within that State and having no connection to any other state.

10. JURISDICTION; SERVICE OF PROCESS

     Any action or  proceeding  seeking to enforce any provision of, or based on
any right  arising  out of,  this  Agreement  may be brought  against any of the
parties in the courts of the State of California,  City of Los Angeles or, if it
has or can acquire  jurisdiction,  in the United States  District  Court for the
Central  District  of  California,  and  each  of the  parties  consents  to the
jurisdiction  of such courts (and of the  appropriate  appellate  courts) in any
such  action or  proceeding  and waives  any  objection  to venue laid  therein.
Process in any action or proceeding referred to in the preceding sentence may be
served on any party anywhere in the world.

11. SEVERABILITY

     Whenever  possible  each  provision  and  term  of this  Agreement  will be
interpreted  in a manner to be effective  and valid but if any provision or term
of this Agreement is held to be prohibited by or invalid, then such provision or
term will be ineffective  only to the extent of such  prohibition or invalidity,
without invalidating or affecting in any manner whatsoever the remainder of such
provision or term or the remaining provisions or terms of this Agreement. If any
of the  covenants  set  forth  in  Section  4 of this  Agreement  are held to be
unreasonable,  arbitrary,  or against  public  policy,  such  covenants  will be
considered  divisible with respect to scope,  time, and geographic  area, and in
such lesser scope,  time and  geographic  area,  will be effective,  binding and
enforceable  against  the  Seller  and the  Principals  to the  greatest  extent
permissible.

12. COUNTERPARTS

     This Agreement may be executed in one or more  counterparts,  each of which
will be deemed to be an original copy of this  Agreement and all of which,  when
taken together, will be deemed to constitute one and the same agreement.

13. SECTION HEADINGS; CONSTRUCTION

     The headings of sections in this  Agreement  are  provided for  convenience
only and will not affect its construction or  interpretation.  All references to
"Section" or "Sections" refer to the  corresponding  Section or Sections of this
Agreement unless otherwise  specified.  All words used in this Agreement will be
construed to be of such gender or number as the  circumstances  require.  Unless
otherwise expressly provided,  the word "including" does not limit the preceding
words or terms.
<PAGE>
14. NOTICES

     All  notices,  consents,  waivers,  and  other  communications  under  this
Agreement must be in writing and will be deemed to have been duly given when (a)
delivered by hand (with written confirmation of receipt),  (b) sent by facsimile
(with written  confirmation  of receipt),  provided that a copy is also promptly
mailed by registered mail, return receipt requested, or (c) when received by the
addressee,  if  sent  by a  nationally  recognized  overnight  delivery  service
(receipt  requested),  in each case to the  appropriate  addresses and facsimile
numbers set forth in Section  6.3 of the Asset  Purchase  Agreement  (or to such
other addresses and facsimile  numbers as a party may designate by notice to the
other parties).

15. ENTIRE AGREEMENT

     This Agreement, the Proxies and the Asset Purchase Agreement (including the
other  documents and  agreements  contemplated  thereby)  constitute  the entire
agreement  between  the  parties  with  respect  to the  subject  matter of this
Agreement and supersede all prior written and oral agreements and understandings
between the parties with respect to the subject matter of this  Agreement.  This
Agreement may not be amended except by a written agreement executed by the party
to be charged with the amendment.

<PAGE>
     IN WITNESS WHEREOF,  the parties have executed and delivered this Agreement
as of the date first above written.

                              PRI MEDICAL TECHNOLOGIES, INC.


                              By: /s/ William M. McKay
                                  Name: William McKay
                                  Title: Chief Financial Officer

                              ADVANTAGE MEDICAL SERVICES, LLC


                              By: /s/ Elliot B. Lander, M.D.
                                  -------------------------
                                  Name: Elliot B. Lander, M.D.
                                  Title: Chief Executive Officer

                              PRINCIPALS:


                              /s/ Elliot B. Lander, M.D.
                                  ---------------------
                                  Elliot B. Lander, M.D.

                              /s/ Glenn H. Weissman, M.D.
                                  ----------------------
                                  Glenn H. Weissman, M.D.

                              /s/ Scott K. Yun, M.D.
                                  -----------------
                                  Scott K. Yun, M.D.

                              /s/ Edmyr Godoy
                                  Edmyr Godoy

                              /s/ Rel Rodriguez
                                  Rel Rodriguez


<PAGE>

                                   Schedule A



                                    Non-Compete             Number of Shares of
Principal                           Payments                  Emergent Stock
---------                           -----------             -------------------
Elliot B. Lander, M.D.              $113,062.50                   97,686

Glenn H. Weissman, M.D.              113,062.50                   97,686

Scott K. Yun, M.D.                   113,062.50                   97,686

Edmyr Godoy                           17,906.25                   15,471

Rel Rodriguez                         17,906.26                   15,471

Advantage Medical Services, LLC
                                    -----------                ---------

                           TOTAL    $375,000.00                  324,000