AGREEMENT dated September 1, 2001, by and between HOWARD WALTMAN
("Waltman") and EMERGENT GROUP, INC. ("Emergent")
WHEREAS, Waltman has served as an unpaid director and advisor to Emergent for approximately one year;
WHEREAS, Emergent desires to utilize Waltman's extensive business experience, and to acknowledge
Waltman's past contributions: the parties hereby agree as follows:
1. Emergent agrees to employ Waltman, and Waltman agrees to act, as a consultant for Emergent in the areas of
business development, fund raising, strategic planning, growth and potential acquisitions. Emergent also agrees to
use its best effort to cause Waltman to be elected to the board of directors of Emergent (and Waltman agrees to
serve if elected) for a period of two years from the date of this agreement.
2. Waltman agrees to make himself available upon reasonable notice for such consultation to Emergent as may be
reasonably requested by Emergent. Emergent shall not be obligated to request Waltman to provide services
pursuant to this Agreement, and Emergent shall not be required to provide Waltman with an office.
3. This Agreement shall commence on the date hereof and shall terminate on August 31, 2003. This Agreement
shall not be extended without the express written agreement of the parties hereto.
4. In consideration for the services to be performed by Waltman, Emergent agrees to grant Waltman options to
purchase 1,500,000 shares of Emergent common stock at an exercise price of $0.20 per share. Options to
purchase 750,000 shares shall vest and become exercisable on September 1, 2001, and options to purchase
750,000 shares shall vest and become exercisable on September 1, 2002. All unexercised options shall expire on
December 31, 2004. In connection with the options defined above in this Section 4, the number of shares
available for purchase and the exercise price per share shall be adjusted to take into consideration any and all
share splits or reverse share splits.
5. This Agreement