COMPROMISE AND SETTLEMENT AGREEMENT
AND CONTINGENT RELEASE (the "SETTLEMENT AGREEMENT")
THIS SETTLEMENT AGREEMENT is made and entered into this 26th day of November, 2002, by and
between Richard Whitman (hereinafter referred to as "Whitman") and Medical Resources Management, Inc., a
Nevada corporation (hereinafter referred to as "MRM") and Emergent Group, Inc., a Nevada Corporation
(hereinafter referred to as "EGI"), with respect to the following facts:
A.Whitman, MRM and EGI are parties to an Agreement dated August 20, 2001 as amended on November 30,
2001, copies of which are attached (the "Agreement").
B. By mutual agreement, the parties now desire to alter their respective rights in connection with the
aforementioned Agreement as more particularly set forth herein.
NOW, THEREFORE in consideration of the foregoing facts and the mutual covenants and agreement herein
contained, the parties agree as follows:
1. INCORPORATION OF RECITALS: The foregoing recitals contained in Paragraphs A and B, are
incorporated herein by reference as if at this point set forth in full.
2. THE SETTLEMENT: MRM shall pay to Whitman the sum of Twenty-Five Thousand Dollars ($25,000) upon
execution of this Settlement Agreement and a second payment of Seventeen Thousand Dollars ($17,000) on or
before March 31, 2003. MRM and EGI will make required payroll deductions on these payments. If MRM and
EGI fail to make any payments due Whitman under this paragraph on or before March 31, 2003, then, upon 15
days written notice of default to both MRM and EGI, and failure to cure such default within 15 days receipt of
such notice, MRM and EGI will immediately owe Whitman $213,000 less any payments made hereunder, which
was the amount due Whitman under the Agreement prior to this Settlement Agreement, and MRM and EGI will
immediately make such payment in full to Whitman on or before April 30, 2003.
3. RELEASE: Upon timely receipt by Whitman of the aforementioned payments, each party hereby releases,