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").
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:
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,