Emergent Group Inc.
000 Xxxxx Xxxxxxx Xxx.
Glendale, CA 91201
Gentlemen:
Each of the undersigned has entered into an Agreement of Management Support
and Validity ("AMSV") with Access Capital, Inc. In connection with entering into
said agreements on behalf of Emergent Group, Emergent Group has agreed to issue
89,500 shares of its Common Stock to Xxxxx X. Xxxxx, 64,000 shares of its Common
Stock to Xxxxx Xxxxxx, 47,000 shares of its Common Stock to Xxxxxxx XxXxx and
59,000 shares of its Common Stock to Xxxx Xxxxxxx. Each of the undersigned
agrees that the share certificates will contain an appropriate restrictive
legend and a second legend reading as follows:
"The shares represented by this certificate are subject to an agreement
between the Corporation and the holder of this certificate. A copy of
said agreement is on file at the principal office of the Corporation."
Each of the undersigned agrees to return to the Company for cancellation
any shares received pursuant to this Agreement in the event that the undersigned
on his own volition breaches (other than a breach which is cured in accordance
with AMSV) or terminates his own respective AMSV, prior to the payment in full
of Emergent's obligations to Access Capital or the voluntary release from the
AMSVs by Access Capital.
May 27, 2005
/s/ Xxxxx X. Xxxxx /s/ Xxxx Xxxxxxx
-------------------- --------------------
Xxxxx X. Xxxxx Xxxx Xxxxxxx
/s/ Xxxxxxx X. XxXxx /s/ Xxxxx Xxxxxx
-------------------- ---------------------
Xxxxxxx X. XxXxx Xxxxx Xxxxxx
Agreed to and accepted by:
EMERGENT GROUP INC.
By:/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx,
Chief Executive Officer
