Exhibit 14.1




Dear
Fellow Employee:





The
most highly regarded companies are praised for the conduct of their employees
and their business practices, as well as for their financial
results.





This
Emergent Group Inc. “Code of Ethics and Business Conduct Guidelines” outlines
the high ethical standards that we support and details how employees should
conduct themselves when dealing with fellow employees, customers, suppliers,
competitors and the public at large. I ask that you read the Code carefully and
refer to it often for guidance. It is your personal responsibility to comply
with it in all respects. While laws and business customs may vary from state to
state, our common goal is to follow a strong ethical code in all places and in
all circumstances.





Honesty,
integrity and a commitment to high standards of ethical and moral conduct are
core values of Emergent Group Inc.  I know I can count on you to
adhere to these standards and to continue to build the fine reputation of our
business.





Sincerely,


Bruce J.
Haber, Chief Executive Officer


K. Deane
Reade, Jr., Audit Committee Chair


Emergent
Group Inc.


Code of Ethics and Business Conduct
Guidelines






1










EMERGENT
GROUP INC.




Code
of Business Conduct and Ethics and Conflict of Interests Policy




The Board
of Directors has adopted the following Code of Business Conduct and Ethics and
Conflict of Interests Policy (the "Code") for the Officers, Directors and all
Employees of Emergent Group Inc. (the "Company"). This Code is intended
to




·
            focus
      the Officers, Directors and Employees, collectively and individually, on
      their




·
            respective
      duties and responsibilities,




·
            provide
      guidance to the Officers, Directors and Employees to help them
      recognize




·
            and
      deal with ethical issues,




·
            provide
      mechanisms to report unethical conduct,
and




·
            help
      foster a culture of honesty and
accountability.





Each
Officer, Director and Employee must comply with the letter and spirit of this
Code, subject to possible separation from the Company for
non-compliance.




No code
or policy can anticipate every situation that may arise. Accordingly, this Code
is intended to serve as a source of guiding principles. Officers, Directors and
Employees are encouraged to bring questions about particular circumstances that
may implicate one or more provisions of this Code to the attention of the Chair
of the Audit Committee, who may consult with legal counsel as
appropriate.




Officers
and Employees, as well as those Directors who are also Employees, must follow
this Code in addition to the Standards of Conduct contained in the Employee
Handbook.




A.
Conflictof
Interests




1.
              Officers,
      Directors and Employees have a paramount interest in promoting and
      preserving the interests of Company shareholders and the best interests of
      the Company. Officers, Directors and Employees should avoid any conflicts
      of interest between themselves and the Company. Any situation that
      involves, or may reasonably be inferred to involve, a conflict between an
      Officer's, Director's or Employee's personal interests and the interests
      of the Company must be disclosed to the Chair of the Audit Committee. For
      example, an Officer or Director must disclose his or her financial
      interest, or the financial interest of any member of his or her immediate
      family, as defined in American Stock Exchange Rule 10,021, Sec.
      121(A)(C)1,
      or any of his or her business associates2 in
      any transaction being considered by the Board. In addition, Officers,
      Directors and Employees must disclose information on their financial
      interests in organizations doing business with the
  Company.2.
              It
      is imperative that all Officers and Directors, whether appointed or
      elected, exercise good faith by disclosing information relating to
      conflicts or potential conflict of interests and excusing themselves from
      voting on any issue before the Board that could result in a conflict,
      self-dealing, or any other circumstances wherein their privileged position
      as an Officer or Director would result in a detriment to the Company or in
      a noncompetitive, favored, or unfair advantage to either themselves or
      their associates.    2
   3.
              Officers,
      Directors and Employees may not engage in any conduct or activities that
      are inconsistent with the Company's best interests or that disrupt or
      impair the Company's relationship with any person or entity with which the
      Company has or proposes to enter into a business or contractual
      relationship.4.
              An
      Officer, Director or Employee, or any member of his or her immediate
      family, should avoid the acceptance of substantial gifts3 in
      those cases where any such substantial gift is being made in order to
      influence the Officer's, Director's or Employee's actions in their
      capacity with the Company, or where acceptance of such gift gives the
      appearance of a conflict of interests.5.
              Officers,
      Directors and Employees should not accept compensation for services
      performed for the Company from any source other than the
      Company.6.
              Officers
      and Directors may not use Company assets, labor or information for
      personal use unless approved by the Chair of the Audit Committee or as
      part of a compensation or reimbursement program available to all Officers
      and Directors. Employees may not use Company assets, labor or information
      for personal use unless approved by a Director or as part of a
      compensation or reimbursement program available to all
  Employees.






B. Corporate
Opportunities




Officers,
Directors and Employees are prohibited from: (a) taking for themselves
personally opportunities related to the Company's business; (b) using the
Company's property, information, or position for personal gain; or (c) competing
with the Company for business opportunities, provided, however,if
disinterested Directors determine that the Company will not pursue an
opportunity that relates to the Company's business, an Officer, Director or
Employee may do so.




C.  Confidentiality




Officers,
Directors and Employees must maintain the confidentiality of information
entrusted to them by the Company and any other confidential information about
the Company that comes to them from whatever source, in their capacity with the
Company, except when disclosure is authorized or legally mandated. For purposes
of this Code, "confidential information" includes all non-public information
relating to the Company.








3




D.  Compliance
with Laws, Rules and Regulations; Fair Dealing





Officers
and Directors shall comply, and oversee compliance by Employees, Officers and
other Directors, with laws, rules and regulations applicable to the Company,
including insider trading laws. Transactions in Company securities are governed
by the Company's Statement of Policy on Insider Trading.




Officers
and Directors shall oversee fair dealing by Employees and Officers with the
Company's customers, suppliers, competitors and other Employees.




E.  Disclosure
in Reports




Officers,
Directors and Employees shall take all necessary steps within the scope of their
respective functions and/or duties to ensure the full, fair, accurate, timely
and understandable disclosure of all required information in reports and
documents that the Company files with, or submits to, the Securities and
Exchange Commission and in other public communications made by the
Company.




F.  Encouraging
the Reporting of Any Illegal or Unethical Behavior




Officers
and Directors should promote ethical behavior and take steps to ensure the
Company (a) encourages Employees to talk to supervisors, managers and other
appropriate personnel when in doubt about the best course of action in a
particular situation; (b) encourages Employees to report violations of laws,
rules, regulations or the Company's Code of Business Conduct to appropriate
personnel; and (c) informs Employees that the Company will not allow retaliation
for reports made in good faith.





G.  Compliance
Procedures





Officers
and Directors should communicate any suspected violations of the Code promptly
to the Chair of the Audit Committee. Violations will be investigated by the
Audit Committee, or by a person or persons designated by the Audit Committee,
and appropriate action will be taken in the event of any violations of the
Code.








4


1The term
"immediate family," as defined by the American Stock Exchange Rule 10,021, Sec.
121(A)(c), includes a person's spouse, parents, children, siblings,
mother-in-law, father-in-law, son-in-law, daughter- in-law, brother-in-law,
sister-in-law, and anyone (other than employees) who resides in such person's
home.




2 For the
purposes of this Code, the term "business associate" shall mean any entity or
individual with whom the Officer, Director or Employee has a business
relationship (outside of the Company) including but not limited to (i) any
corporation or organization (other than the Company) of which such Officer,
Director or Employee is an officer or partner or is, directly or indirectly, the
beneficial owner of 10 percent or more of any class of equity securities (a "10
percent beneficial owner"), and (ii) any other partner, officer or 10 percent
beneficial owner of any such corporation or organization, and (iii) any trust or
other estate in which such Officer, Director or Employee has a substantial
beneficial interest or as to which such Officer, Director or Employee serves as
a trustee or in a similar fiduciary capacity.




3For purposes of this
      Code, the terms "substantial gifts" or "substantial gift" shall mean (i)
      gifts of more than token value; (ii) entertainment, the cost of which is
      in excess of what is considered reasonable, customary, and accepted
      business practice; (iii) loans made on preferential terms; or (iv) other
      substantial favors.








5






NOTICE





This Code of Ethics
and Business Conduct Guidelines is not an employment contract in any form,
although adherence to these standards is a condition of employment. This Code
does not give you rights of any kind, and may be changed by the Company at any
time without notice. Employees of Emergent Group Inc. must understand that there
is no fixed duration and there are no fixed terms or conditions to the
employment relationship unless the employment is covered by a separate
employment agreement. Employees can terminate their employment whenever they
wish and for whatever reason they might have with or without notice, just as
Emergent can terminate their employment or change the terms and conditions of
their employment at any time and for any reason or no reason, with or without
cause, and with or without notice, unless the employment is covered by a
separate employment agreement. This is known as employment-at-will. This at-will
employment relationship may not be modified except in a written agreement signed
by the employee and an authorized representative of Emergent that employs the
employee.





October
7, 2008





AUDIT
COMMITTEE:





Audit
Committee
Chair:                                                             
K. Deane Reade, Jr.





Audit
Committee
Member:                                                                       Howard
Waltman





Emergent
Group Inc.


Code of Ethics and Business Conduct
Guidelines







6






CERTIFICATION








The
undersigned hereby certifies to Emergent Group Inc. that he/she has read and
understands and agrees to comply with the Company’s Code of Ethics and Business
Conduct Guidelines, a copy of which has been retained by the
undersigned.





Signature:                 _____________________________________________________





Name:
(please
print)  _____________________________________________________





Date:                       
_____________________________________________________





Emergent
Group Inc.


Code
of Ethics and Business conduct Guidelines