EXHIBIT a(1)(A)

OFFER TO PURCHASE

UP TO 250,000 OUTSTANDING SHARES OF COMMON STOCK OF
PROGRESSIVE ASSET MANAGEMENT, INC.
TO REPURCHASE ITS SHARES AT $0.60 NET PER SHARE IN CASH

THE OFFER WILL EXPIRE AT 5:00 P.M., PACIFIC TIME, ON JANUARY 18, 2002.
THIS OFFER WILL NOT BE EXTENDED. WITHDRAWAL RIGHTS WILL BE AVAILABLE UNTIL
THE EXPIRATION DATE AND AT ANY TIME ON OR AFTER JANUARY 18, 2002,
UNLESS AND UNTIL THE SHARES ARE ACCEPTED FOR PAYMENT.

PROGRESSIVE ASSET MANAGEMENT, INC. IS OFFERING TO REPURCHASE UP TO 250,000
OF ITS OUTSTANDING COMMON STOCK AT A PRICE OF $0.60 NET PER SHARE IN
CASH ON THE TERMS DESCRIBED IN THIS DOCUMENT. OUR OFFER IS BEING
MADE ON IDENTICAL TERMS TO EACH SHAREHOLDER OF PAM. THE DATE OF THIS
DOCUMENT IS NOVEMBER 14, 2001

IMPORTANT INSTRUCTIONS

If you desire to participate in the tender offer and receive payment of $0.60
per share, you must follow these instructions:

IF YOUR SHARES ARE REGISTERED IN YOUR OWN NAME, complete and sign the Letter of
Transmittal, including the Substitute W-9 that is part of the Letter of
Transmittal, in accordance with the instructions in the Letter of Transmittal.
If your shares are held jointly (for example, as husband and wife), then both
owners must sign everything, and

- - IF YOU HAVE YOUR STOCK CERTIFICATES, mail or deliver your Letter of
Transmittal, your stock certificate(s), and any other required documents
to the Depositary at the address listed on the Letter of Transmittal; or

- - IF YOUR STOCK CERTIFICATE HAS BEEN MISPLACED, STOLEN OR DESTROYED, follow
the procedures set forth in Instruction 16 of the Letter of Transmittal,
and mail or deliver your Letter of Transmittal and any other required
documents to the Depositary at the address listed on the Letter of
Transmittal.

In each of the foregoing cases, it is your responsibility to ensure that the
Depositary receives your documents on or before January 18, 2002, or any
extended expiration date.

IF YOUR SHARES ARE REGISTERED IN ANOTHER NAME: If your shares are registered in
the name of a broker, dealer, bank, trustee or other nominee, you must contact
them and tell them to tender your shares. They will give you instructions on how
to direct them to tender your shares. The Depositary must receive a properly
executed Letter of Transmittal and stock certificates from your broker, dealer,
bank, trustee or other nominee on or before January 18, 2002.

We will pay for all tendered shares by check to you at the address set forth on
the mailing label on the Letter of Transmittal unless you provide alternative
instructions in accordance with the procedures set forth in Instruction 12 in
the pink Letter of Transmittal. U.S. Stock Transfer Corporation ("USST") is
acting as our depositary in this tender offer. If you accept our offer and
tender your shares, USST will hold your shares in trust until the tender offer
is complete and you are paid. If the tender offer is not completed for any
reason, USST will return your share certificate(s) to you promptly and your
Letter of Transmittal will be null and void. Questions, requests for assistance
or additional copies of tender offer materials, should be directed to Alison
Wise, PAM's Director of Business Development, our Tender Offer Coordinator at
(800) 786-2998, 1010 Oak Grove Road, Concord, California 94518.

THIS DOCUMENT EXPLAINS IMPORTANT INFORMATION REGARDING THE TENDER OFFER.
WE ENCOURAGE YOU TO READ IT CAREFULLY BEFORE DECIDING WHETHER TO TENDER
YOUR SHARES.
SUMMARY TERM SHEET

PAM is offering to repurchase 250,000 of its outstanding common stock for $0.60
net per share in cash. The following are answers to some important questions
that you may have as a PAM shareholder. However, this summary does not contain a
description of all the terms of our tender offer. Additional important
information is contained in the remainder of this Offer to Purchase and the
accompanying Letter of Transmittal, and we urge you to read them carefully
before deciding whether to tender your shares. Unless otherwise noted, the
references below refer to other sections of this Offer to Purchase which contain
related information.

WHO IS OFFERING TO BUY MY SHARES? PAM is offering to repurchase its own shares.
No third party is purchasing the shares or will receive the shares. See
"Introduction" and Section 9--"Certain Information Concerning PAM."

WHAT SHARES ARE YOU SEEKING TO BUY IN THE OFFER? We are offering to purchase
250,000 outstanding common stock of PAM on the terms described in this Offer to
Purchase and the accompanying Letter of Transmittal. See "Introduction" and
Section 1--"General Terms of the Offer." If shareholders offer 250,000 or
less, for repurchase, PAM will purchase all shares offered. If the offer is
oversubscribed, PAM will pay for as many shares of common stock, as nearly as
may be pro rata, without issuing fractional shares, according to the number of
securities tendered by each security holder during the period the offer remained
open. However, prior to prorating the securities tendered by shareholders, PAM
will accept first all securities tendered by any person who owns, beneficially
or of record, an aggregate of not more than 99 shares of common stock and who
tendered all of that person's shares.

WHY ARE YOU OFFERING TO BUY MY SHARES? PAM's management has determined, that the
repurchasing of the shares will increase the value of the shares for
shareholders by (a) reducing the number of outstanding shares; (b) providing
immediate liquidity for PAM shareholders not available through the NASDAQ OTC
Bulletin Board, since trading of PAM's stock is infrequent; and (c) it will
decrease the costs of the operation of PAM by lessening the number of
shareholders who hold only odd lots of PAM shares.

HOW MUCH ARE YOU OFFERING TO PAY FOR MY SHARES AND WILL I HAVE TO PAY ANY FEES
OR COMMISSIONS? We are offering to pay you $0.60 net in cash for each share that
you own, without interest. If you are the registered owner of your shares and
you tender your shares to us in the offer, you will not have to pay brokerage
fees, commissions or similar expenses. If you own your shares through a broker,
trustee or other nominee, they may charge you a fee for tendering the shares on
your behalf and you need to ask them whether any charges will apply. See
"Introduction" and Section 1--"General Terms of the Offer."

WHEN WILL YOU MAKE PAYMENT TO ME IF I TENDER MY SHARES? We expect to pay for all
shares tendered prior to January 31, 2002.

HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER MY SHARES IN THE OFFER? You will
have until 5:00 p.m., Pacific Time, on January 18, 2002, to tender your shares
in the offer.

CAN THE OFFER BE EXTENDED AND UNDER WHAT CIRCUMSTANCES? PAM will not extend the
offer under any circumstances. It is PAM's intention to complete the transaction
and distribute payments for PAM shares by January 31, 2002.

DO YOU HAVE THE FINANCIAL RESOURCES TO REPURCHASE THESE SHARES? PAM has
sufficient capital as required by Section 500(e) of the California General
Corporation Law, and PAM will need not to borrow any funds to make these
repurchases.

IS THIS THE FIRST STEP IN A "GOING-PRIVATE" TRANSACTION? No. PAM will continue
to file reports with the SEC and

these reports will continue to be available to the public on the SEC's website.

HOW DO I TENDER MY SHARES? To tender your shares, you must deliver the stock
certificate(s) representing your shares, together with a completed Letter of
Transmittal and any other documents required, to USST, at its address listed on
the Letter of Transmittal. You must deliver these documents to USST no later
than 5:00 p.m., Pacific time, on January 18, 2002. If your shares are held by a
broker, trustee or other nominee on your behalf, the shares can only be tendered
by your broker, trustee or nominee. See Section 4--"Procedures for Tendering
Shares."

In either event, it is your responsibility to ensure that USST, as our
depositary, receives all required documents BEFORE the tender offer expires. You
may choose any delivery method you determine appropriate. So that you can ensure
timely delivery, we recommend that you use express, certified or registered
mail, a commercial courier service, such as Federal Express or UPS, or that you
hand deliver your documents to USST at the office listed on the Letter of
Transmittal. Delivery to any other office of USST will not be valid. We
recommend that you arrange for delivery of the documents to USST in advance of
the expiration date.

HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES? To withdraw shares, you must
deliver a written notice of withdrawal with the required information to USST
while you still have the right to withdraw the shares. If you tendered your
shares by giving instructions to a broker, trustee or other nominee, you must
instruct him or her to arrange for the withdrawal of your shares. See
Section 1--"General Terms of the Offer" and Section 5--"Withdrawal
Rights."

HOW LONG DO I HAVE TO WITHDRAW PREVIOUSLY TENDERED SHARES? You will be able to
withdraw any previously tendered shares at any time until 5:00 p.m., Pacific
Time, on January 18, 2002. In addition, if we have not accepted any previously
tendered shares for payment, you will have the right to withdraw any shares
previously tendered by you at any time until we accept your shares for payment.
See Section 1--"Terms of the Offer" and Section 5--"Withdrawal Rights."

CAN YOU ESTABLISH THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE?
Transactions in PAM's shares of common stock are reported on the NASDAQ's Over
The Counter Bulletin Board (the "OTCBB"). These transactions are available on
the OTCBB's website, and the quarterly highs and lows over the last two years
are set out in this Offer to purchase on page 9. But, such trading is very
infrequent. We do not know the details of any recent privately negotiated
transactions that would give an independent indication of market value.

WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER? The two conditions to the
tender offer that we believe are most significant to shareholders are the
following:

- - You must comply with all of the requirements for tendering shares by the
termination date to participate in this Tender Offer.

- - If you own more than 99 shares of PAM, and if more than 250,000 shares
are tendered for repurchase by PAM, then PAM might not be able to
repurchase all your shares. Instead, a portion of your shares will be
repurchased so that all shareholders (other than those shareholders
holding 99 shares or less) will equally proportionately participate in
the repurchase of shares.

IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES? There will be no
effect on your shares.

WHO CAN I CALL IF I HAVE QUESTIONS ABOUT THE TENDER OFFER? You may call Alison
Wise, PAM's Director of Business Development, our Tender Offer Coordinator at
(800) 786-2998, 1010 Oak Grove Road, Concord, California 94518, with any
questions or to receive additional copies of the tender offer materials. We
cannot provide you with individual legal, tax or financial advice; however, we
can help answer any general questions that you may have about the terms of the
offer or how to tender your shares. The Depositary will also have additional
copies of the tender offer materials available upon request.

To the Holders of Common Stock of
Progressive Asset Management, Inc.:

INTRODUCTION

Progressive Asset Management, Inc. ("PAM"), hereby offers to purchase
250,000 of the outstanding shares of common stock, ("Common Stock"), at a price
of $0.60 per share, net to the seller in cash, without interest thereon (the
"Offer Price"), upon the terms and subject to the conditions set forth in this
Offer to Purchase and in the related Letter of Transmittal (which, together with
any amendments or supplements hereto or thereto, collectively constitute the
"Offer").

Tendering shareholders whose shares are registered in their own names
and who tender directly to the Depositary (as defined below) will not be
obligated to pay brokerage fees or commissions or, except as set forth in
Instruction 11 of the Letter of Transmittal, transfer taxes on the sale of
shares pursuant to this Offer. Shareholders who hold their shares through
brokers, dealers, banks, trustees or other nominees should check with such
institutions as to whether they charge any service fees. PAM will pay all fees
and expenses of USST, which is acting as the depositary (the "Depositary"),
incurred in connection with the Offer. See Section 6--"Acceptance for
Payment and Payment for Shares."

The Board of Directors of PAM has unanimously approved this tender
offer and related matters. The factors considered by the Board in arriving at
its decision to support the Offer are that the repurchasing of the shares will
increase the value of the shares for shareholders by: (a) reducing the number of
outstanding shares; (b) providing immediate liquidity for PAM shareholders not
available through the NASDAQ OTC Bulletin Board, since trading on the OTCBB is
infrequent; and (c) decreasing the costs of the operation of PAM by lessening
the number of shareholders who hold only odd lots of PAM shares

Certain U.S. federal income tax consequences of the sale of shares
pursuant to the Offer are described in Section 7--"Certain U.S. Federal Income
Tax Consequences."

THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION AND YOU SHOULD READ THEM CAREFULLY AND IN THEIR ENTIRETY BEFORE
MAKING ANY DECISION WITH RESPECT TO THE OFFER.

1. GENERAL TERMS OF THE OFFER. Upon the terms and subject to the conditions of
the Offer, PAM will accept for payment and pay for all shares validly tendered
prior to the Expiration Date and not theretofore withdrawn in accordance with
Section 3--"Withdrawal Rights." The term "Expiration Date" means 5:00
p.m. Pacific Time, on January 18, 2002. UNDER NO CIRCUMSTANCES WILL INTEREST BE
PAID ON THE PURCHASE PRICE FOR TENDERED SHARES, REGARDLESS OF ANY EXTENSION OF
OR AMENDMENT TO THE OFFER OR ANY DELAY IN PAYING FOR SUCH SHARES.

PAM reserves the right (but shall not be obligated), at any time and
from time to time prior to the Expiration Date, to waive any condition to the
Offer or modify the terms of the Offer, by giving oral or written notice of such
waiver or modification to the Depositary, in each case in its sole discretion;
provided however, that, PAM shall not (i) reduce the number of shares subject to
the Offer, (ii) reduce the price per share to be paid pursuant to the Offer or
change the form of consideration payable in the Offer, (iii) amend or add to the
conditions of the Offer, (iv) extend the Offer, or (v) otherwise amend
the terms of Offer in any manner adverse to the holders of shares.

In the event that PAM waives any of the conditions set forth in this
Offer to Purchase in Section 12--"Certain Conditions Of The Offer," the
Securities and Exchange Commission may, if the waiver is deemed to constitute a
material change to the information previously provided to the shareholders,
require that the Offer remain open for an additional period of time and/or that
PAM disseminate information concerning such waiver.

If PAM (whether before or after its acceptance for payment of shares)
is delayed in its payment for shares or is unable to pay for shares pursuant to
the Offer for any reason, then, without prejudice to PAM' rights under the
Offer, the Depositary may retain tendered shares on behalf of PAM, and such
shares may not be withdrawn except to the extent tendering shareholders are
entitled to withdrawal rights as described in this Offer to Purchase in
Section 5--"Withdrawal Rights." However, as described above, the ability
of PAM to delay payment for shares that PAM has accepted for payment is limited
by Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").

If PAM makes a material change in the terms of the Offer or the
information concerning the Offer or waives a material condition of the Offer,
PAM will disseminate additional tender offer materials and extend the Offer to
the extent required by Rules 14d-4(d), 14d-6(c) and 14e-1 under the
Exchange Act. The minimum period during which an offer must remain open
following material changes in the terms of such offer or information concerning
such offer, other than a change in price or a change in the percentage of
securities sought, will depend upon the facts and circumstances then existing,
including the relative materiality of the changed terms or information. With
respect to a change in price or a change in the percentage of securities sought,
a minimum period of 10 business days is generally required to allow for adequate
dissemination to shareholders, and such increase in the consideration being
offered will be applicable to all shareholders whose shares are accepted for
payment pursuant to the Offer.

2. NUMBER OF SHARES: PRORATION. All shares purchased pursuant to the offer will
be purchased at the purchase price. All shares not purchased pursuant to the
offer will be returned to the tendering shareholders at PAM's expense as
promptly as practicable (which, in the event of proration, is expected to be
approximately twelve New York Stock Exchange ["NYSE"] trading days) following
the expiration time.

If the number of shares properly tendered and not withdrawn prior to the
expiration time is less than or equal to 250,000 shares, PAM will, upon the
terms and subject to the conditions of the offer, purchase at the purchase price
all shares so tendered. If the number of shares properly tendered and not
withdrawn prior to the expiration time is greater than 250,000 shares, PAM will,
upon the terms and subject to the conditions of the offer, accept shares for
purchase in the following order of priority:

- - First, all shares properly tendered and not withdrawn prior to the
expiration time by any Odd Lot Owner (as defined in Section 3) who:

- tenders all shares beneficially owned by such Odd Lot Owner
(partial tenders will not qualify for this preference); and

- completes the box captioned "Odd Lots" on the letter of
transmittal and, if applicable, on the notice of guaranteed
delivery;

- - then, after purchase of all of the foregoing shares, all other shares
properly tendered and not withdrawn before the expiration time on a
pro rata basis (with adjustments to avoid purchases of fractional
shares). The purchase of shares on a pro rata basis means that PAM
will purchase the same percentage of shares that are properly tendered
by each tendering shareholder (with adjustments to avoid purchases of
fractional shares and excluding purchases of shares properly tendered
by Odd Lot Owners).

In the event that proration of tendered shares is required, PAM will determine
the final proration factor as promptly as practicable after the expiration time.
PAM does not expect to be able to determine the final results of such proration
until approximately five NYSE trading days after the expiration time.

As described in Section 13, the number of shares that PAM will purchase from a
shareholder may affect the federal income tax consequences to the shareholder of
such purchase and therefore, may be relevant to your decision on

whether to tender shares. In the letter of transmittal you may designate the
order of priority in which your tendered shares are to be purchased in the event
of proration.

3. TENDER BY OWNERS OF FEWER THAN 100 SHARES. PAM, upon the terms and subject to
the conditions of the offer, will accept for purchase, without proration, all
shares properly tendered and not withdrawn on or before the expiration time by
or on beha1f of shareholders who beneficially owned as of the close of business
on November 13, 2001, and continue to beneficially own as of the expiration
time, an aggregate of fewer than 100 shares ("Odd Lot Owners"). See Section 2.
To avoid proration, however, an Odd Lot Owner must properly tender all shares
that such Odd Lot Owner beneficially owns; partial tenders will not qualify for
this preference. This preference is not available to owners of 100 or more
shares, even if such owners have separate stock certificates for fewer than 100
shares. Any Odd Lot Owner wishing to tender all shares beneficially owned by him
or her pursuant to this offer must complete the box captioned "Odd Lots" on the
Letter of Transmittal and, if applicable, on the notice of guaranteed delivery.
See Section 4.

4. PROCEDURES FOR TENDERING SHARES.

VALID TENDER OF SHARES. For a shareholder to validly tender shares
pursuant to the Offer, the shareholder must send the following documents to the
Depositary at its address set forth on the back cover of this Offer to Purchase
so that they are received by the Depositary on or prior to the Expiration Date:

- - the Letter of Transmittal, properly signed and completed, including
the Substitute Form W-9, and

- - the shareholder's stock certificate(s) for shares of PAM's common
stock, however, if the shareholder's certificate has been lost,
misplaced or stolen, then the shareholder must check the appropriate
box on the Letter of Transmittal and sign and return the enclosed
Affidavit of Lost Certificate, which must be notarized, and

- - if the shareholder desires to receive payment at some other address or
in some other name or account, then the shareholder must complete and
return the enclosed Special Delivery Instructions or Special Payment
Instructions.

The valid tender of shares pursuant to the procedures described above
will constitute a binding agreement between the tendering shareholder and PAM
upon the terms and subject to the conditions of the Offer. Additional
instructions are provided in the Letter of Transmittal. It is important to
follow them carefully.

GUARANTEED DELIVERY. If a shareholder desires to tender shares
pursuant to the offer and such shareholder's certificates are not immediately
available or time will not permit all required documents to reach U.S. Stock
Transfer Corporation before the expiration time, such shares may nevertheless be
tendered provided that all of the following conditions are satisfied:

- - such Shares are tendered through an Eligible Institution, ("Medallion
Signature Guarantee Program" ("STAMP"), Stock Exchange Medallion
Program ("SEMP") or New York Stock Exchange Medallion Signature
Program ("MSP") (an "Eligible Institution")).

- - USST receives (by hand, mail, telegram or facsimile transmission), on
or prior to the expiration time, a properly completed and duly
executed notice of guaranteed delivery substantially in the form PAM
has provided with this offer; and

- - the certificates for all tendered shares in proper form for transfer
together with a properly completed and duly executed letter of
transmittal (or a facsimile thereof) and any other documents required
by the letter of transmittal, are received by USST within three NYSE
trading days after the date USST receives such notice of guaranteed
delivery.

THE METHOD OF DELIVERY OF STOCK CERTIFICATES, THE LETTER OF
TRANSMITTAL AND ANY OTHER REQUIRED

DOCUMENTS, IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. SHARES WILL
BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY
IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.

OTHER REQUIREMENTS. Notwithstanding any provision hereof, payment for
shares accepted for payment pursuant to the Offer will in all cases be made only
after timely receipt by the Depositary of

- - certificates for such shares,

- - a Letter of Transmittal, properly completed and duly executed, and

- - any other documents required by the Letter of Transmittal.

Accordingly, tendering shareholders may be paid at different times
depending upon when certificates for shares are actually received by the
Depositary. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID BY THE PURCHASER ON THE
PURCHASE PRICE OF THE SHARES, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY
DELAY IN MAKING SUCH PAYMENT.

DETERMINATION OF VALIDITY. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of any tender of shares
will be determined by PAM in its sole discretion, which determination will be
final and binding. PAM reserves the absolute right to reject any or all tenders
determined by it not to be in proper form or the acceptance for payment of or
payment for which may, in the opinion of PAM, be unlawful. PAM also reserves the
absolute right to waive any defect or irregularity in the tender of any shares
of any particular shareholder whether or not similar defects or irregularities
are waived in the case of other shareholders. No tender of shares will be deemed
to have been validly made until all defects or irregularities relating thereto
have been cured or waived. Neither PAM, the Depositary, nor any other person
will be under any duty to give notification of any defects or irregularities in
tenders or incur any liability for failure to give any such notification. PAM'
interpretation of the terms and conditions of the Offer (including the Letter of
Transmittal and the instructions thereto and any other related documents
thereto) will be final and binding.

BACKUP WITHHOLDING TAX. In order to avoid U.S. federal backup
withholding tax on payments of cash pursuant to the Offer, a shareholder
surrendering shares in the Offer must, unless an exemption applies, provide the
Depositary with such shareholder's correct taxpayer identification number
("TIN") on a Substitute Form W-9 and certify under penalties of perjury that
such TIN is correct and that such shareholder is not subject to backup
withholding tax. If a shareholder does not provide such shareholder's correct
TIN or fails to provide the certifications described above, the Internal Revenue
Service (the "IRS") may impose a penalty on such shareholder and any payment of
cash to such shareholder pursuant to the Offer may be subject to backup
withholding tax at a rate of 30.5%. All shareholders surrendering shares
pursuant to the Offer should complete and sign the Substitute Form W-9 included
as part of the Letter of Transmittal to provide the information and
certification necessary to avoid backup withholding tax (unless an applicable
exemption exists and is proved in a manner satisfactory to PAM and the
Depositary). Certain shareholders (including, among others, all corporations and
certain foreign individuals and entities) are not subject to backup withholding
tax. See Annex A of the Letter of Transmittal.

5. WITHDRAWAL RIGHTS

Except as otherwise provided in this Section 5, tenders of
shares are irrevocable. Shares tendered pursuant to the Offer may be withdrawn
pursuant to the procedures set forth below at any time on or prior to the
Expiration Time and, unless the shares have been accepted for payment and paid
for by PAM pursuant to the Offer, may also be withdrawn at any time on or after
January 18, 2002.

For a withdrawal to be effective, a written or facsimile transmission
notice of withdrawal must be timely received by the Depositary at its address
set forth on the back cover of this Offer to Purchase and must specify the name
of the person having tendered the shares to be withdrawn, the number of shares
to be withdrawn and the name of the registered holder of the shares to be
withdrawn, if different from the name of the person who tendered the shares. If
certificates for shares have been delivered or otherwise identified to the
Depositary, then, prior to the

physical release of such certificates, the serial numbers shown on such
certificates must be submitted to the Depositary and any and all signatures on
the notice of withdrawal must be duly notarized. Withdrawals of tenders of
shares may not be rescinded, and any shares properly withdrawn will thereafter
be deemed not validly tendered for purposes of the Offer. However, withdrawn
shares may be retendered by again following one of the procedures described in
Section 2--"Procedures for Tendering Shares" at any time on or prior to the
Expiration Date.

All questions as to the form and validity (including time of receipt)
of any notice of withdrawal will be determined by PAM in its sole discretion,
which determination will be final and binding. None of PAM, its principals, the
Depositary, or any other person will be under any duty to give notification of
any defects or irregularities in any notice of withdrawal or incur any liability
for failure to give any such notification.

6. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES.

Upon the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of any such
extension or amendment), PAM will accept for payment and will pay for all shares
validly tendered prior to the Expiration Date and not properly withdrawn in
accordance with Section 5--"Withdrawal Rights" promptly after the
Expiration Date. All questions as to the satisfaction of such terms and
conditions will be determined by PAM, in its sole discretion, which
determination shall be final and binding. PAM expressly reserves the right, in
its sole discretion, to delay acceptance for payment of or payment for shares in
order to comply in whole or in part with any applicable law, including, without
limitation, any applicable material competition, merger, control, antitrust or
similar law or regulation. Any such delays will be effected in compliance with
Rule 14e-1(c) under the Exchange Act (relating to a bidder's obligation
to pay for or return tendered securities promptly after the termination or
withdrawal of such bidder's offer).

In all cases, payment for shares accepted for payment pursuant to the
Offer will be made only after timely receipt by the Depositary of the
certificates for such shares, together with a Letter of Transmittal, properly
completed and duly executed, and any other required materials. Accordingly,
tendering shareholders may be paid at different times depending upon when
certificates for shares are actually received by the Depositary.

The per-share consideration paid to any shareholder pursuant to the
Offer will be the highest per-share consideration paid to any other shareholder
pursuant to the Offer.

For purposes of the Offer, PAM will be deemed to have accepted for
payment, and thereby purchased, shares validly tendered to PAM and not properly
withdrawn as, if and when PAM gives oral or written notice to the Depositary of
PAM' acceptance for payment of such shares. Upon the terms and subject to the
conditions of the Offer, payment for shares accepted for payment pursuant to the
Offer will be made by deposit of the purchase price therefor with the
Depositary, which will act as an agent for tendering shareholders for the
purpose of receiving payment from PAM and transmitting payment to tendering
shareholders whose shares have been accepted for payment. UNDER NO CIRCUMSTANCES
WILL INTEREST BE PAID ON THE PURCHASE PRICE FOR TENDERED SHARES, REGARDLESS OF
ANY EXTENSION OF OR AMENDMENT TO THE OFFER OR ANY DELAY IN PAYING FOR SUCH
SHARES. Upon the deposit of funds with the Depositary for the purpose of making
payments to tendering shareholders, PAM's obligation to make such payments shall
be satisfied and tendering shareholders must thereafter look solely to the
Depositary for payment of amounts owed to them by reason of the acceptance for
payment of shares pursuant to the Offer. PAM will pay any stock transfer taxes
with respect to the transfer and sale to it or its order pursuant to the Offer,
except as otherwise provided in Instruction 12 of the Letter of Transmittal.

If PAM is delayed in its acceptance for payment of or payment for
shares or is unable to accept for payment or pay for shares pursuant to the
Offer for any reason, then, without prejudice to PAM's rights under the Offer
(but subject to compliance with Rule 14e-1(c) under the Exchange Act
(relating to a bidder's obligation to pay for or return tendered securities
promptly after the termination or withdrawal of such bidder's offer), the
Depositary may, nevertheless, on behalf of PAM, retain tendered shares, and such
shares may not be withdrawn except to the extent tendering shareholders are
entitled to do so as described in Section 5--"Withdrawal Rights."

If any tendered shares are not accepted for payment pursuant to the
terms and conditions of the Offer for any reason, the certificates for such
shares will be returned (and, if certificates are submitted for more shares than
are tendered, new certificates for the shares not tendered will be sent) in each
case without expense to the tendering shareholder, as promptly as practicable
after the expiration or termination of the Offer.

7. CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES.

The receipt of cash pursuant to the Offer will be a taxable
transaction for U.S. federal income tax purposes under the Internal Revenue Code
of 1986, as amended (the "Code"), and may also be a taxable transaction under
applicable state, local or foreign income or other tax laws. Generally, for U.S.
federal income tax purposes, a tendering shareholder will recognize gain or loss
equal to the difference between the amount of cash received by the shareholder
as consideration for the shares tendered by the shareholder and purchased
pursuant to the Offer, and the adjusted tax basis of such shares. Gain or loss
will be calculated separately for each block of shares that have the same
holding period and adjusted tax basis. If tendered shares are held by a
tendering shareholder as capital assets, gain or loss recognized by such
shareholder will be capital gain or loss, which will be long-term capital gain
or loss if such shareholder's holding period for the shares exceeds one year.

A shareholder (other than certain exempt shareholders including, among
others, most corporations and certain foreign individuals) that tenders shares
may be subject to a 30.5% federal backup withholding tax unless the shareholder
provides its TIN and certifies that such number is correct (or properly
certifies that it is awaiting a TIN) and certifies as to no loss of exemption
from backup withholding tax and otherwise complies with the applicable
requirements of the backup withholding tax rules. A shareholder that does not
furnish a required TIN or that does not otherwise establish a basis for an
exemption from backup withholding tax may be subject to a penalty imposed by the
IRS. See "Backup Withholding Tax" under Section 4--"Procedures for Tendering
Shares." Each shareholder should complete and sign the Substitute Form W-9
included as part of the Letter of Transmittal so as to provide the information
and certification necessary to avoid backup withholding tax.

If U.S. federal backup withholding tax applies to a shareholder, the
Depositary is required to withhold 30.5% from payments to such shareholder.
Backup withholding tax is not an additional tax. Rather, the amount of the
backup withholding tax can be credited against the U.S. federal income tax
liability of the person subject to the backup withholding tax, provided that the
required information is given to the IRS. If backup withholding tax results in
an overpayment of tax, a refund can be obtained by the shareholder by filing a
U.S. federal income tax return.

The foregoing discussion may not be applicable with respect to shares
received pursuant to the exercise of employee stock options or otherwise as
compensation or with respect to holders of shares who are subject to special tax
treatment under the Code--such as non-U.S. persons, insurance companies,
tax-exempt organizations, partnerships, dealers or traders in securities and
financial institutions--and may not apply to a holder of shares in light of
individual circumstances, such as holding shares as a hedge or as part of a
hedging, straddle, conversion or other risk-reduction transaction.

SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE
THE PARTICULAR TAX CONSEQUENCES TO THEM (INCLUDING THE APPLICATION AND EFFECT OF
ANY STATE, LOCAL OR FOREIGN INCOME AND OTHER TAX LAWS) OF THE OFFER.

8. EFFECT OF THE OFFER ON THE MARKET FOR THE SHARES; EXCHANGE ACT REGISTRATION.

MARKET FOR THE SHARES. Transactions in PAM's shares effected through
broker-dealers are reported on the NASDAQ Over the Counter Bulletin Board.
However, such trading is thin and irregular. The purchase of shares pursuant to
the Offer will reduce the number of holders of shares and the number of shares
that might otherwise be traded, which could further reduce the liquidity and
market value of the remaining shares held by the public.

PAM's common stock has been reported on the OTCBB under the symbol
PAMI since 1997 and the following are the highs and lows reported on the OTCBB
for the periods listed.

Quarter High Low
------- ---- ---

October-December 1999 .50 .40925
January-March 2000 .4375 .40625
April-June 2000 .4375 .01
July-September 2000 .43 .03
October-December 2000 .50 .01
January-March 2001 .30 .30
April-June 2001 .51 .25
July-September 2001 .60 .40

The quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not represent actual transactions. There are 1,406,654 shares
of Common Stock outstanding.

RECENT TRANSACTIONS IN PAM SHARES. PAM has been repurchasing its
shares through independent broker-dealers utilizing the OTCBB since July 1999.
The following are purchases of PAM stock in the 60 days prior to November 14,
2001.

Date of Transaction Amount of Securities
(Trade Date) Purchased Price Per Share Total Price Paid
- ------------------- -------------------- --------------- ----------------

8/28/01 5050 $0 .58 $2,929.00
9/24/01 2900 $0.60 $1,740.00
10/19/01 3000 $0.45 $1,350.00

On October 16, 2001, Peter Camejo gifted 10,000 shares of PAM common
stock to his brother and sister-in-law, Daniel and Sofia Camejo. These shares
were transferred through United States Stock Transfer Corporation.

EXCHANGE ACT REGISTRATION. The shares are currently registered under
the Securities Exchange Act of 1934 ("Exchange Act"). Such registration may be
terminated upon application of PAM to the Commission if the shares are neither
listed on a national securities exchange nor held by 300 or more holders of
record. Termination of registration of the shares under the Exchange Act would
reduce the information required to be furnished by the PAM to its shareholders
and to the Commission and would make certain provisions of the Exchange Act no
longer applicable to PAM, such as the short-swing profit-recovery provisions of
Section 16(b) of the Exchange Act and the requirement of furnishing a proxy
statement pursuant to Section 14(a) or 14(c) of the Exchange Act in connection
with shareholders' meetings and the related requirement of furnishing an annual
report to shareholders. PAM has no intention at present to terminate such
registration.

9. CERTAIN INFORMATION CONCERNING PAM.

PAM is a California corporation. Its principal place of business and
telephone number is:

Progressive Asset Management, Inc.
1010 Oak Grove Road, Concord, CA 94518
(800) 786-2998

INFORMATION AVAILABLE ABOUT PAM. PAM is subject to the informational
requirements of the Exchange

Act and, in accordance therewith, is required to file reports and other
information with the Commission relating to its business, financial condition
and other matters. Certain information as of particular dates concerning PAM's
directors and officers, their remuneration, stock options and other matters, the
principal holders of PAM's securities and any material interest of such persons
in transactions with PAM is required to be disclosed in PAM's proxy statements
distributed to PAM's shareholders and filed with the Commission. Such reports,
proxy statements and other information should be available for inspection at the
public reference facilities of the Commission at 450 Fifth Street, N.W.,
Washington, DC 20549. Copies of such information should be obtainable, by mail,
upon payment of the Commission's customary charges, by writing to the
Commission's principal office at 450 Fifth Street, N.W., Washington, DC 20549.
The Commission also maintains a Web site on the Internet at www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.

INFORMATION ABOUT OFFICERS AND DIRECTORS AND CERTAIN SHAREHOLDERS OF
PAM. The name, citizenship, business address, present principal occupation or
employment and five-year employment history of each of the directors and
executive officers of PAM are as follows:

Principal's Name, Title and,
Address Background
---------------------------- ----------

Peter Camejo, Chairman of Peter Camejo has served as CEO and Board
the Board of Directors member since PAM's inception in 1987. From
1010 Oak Grove Road the inception of PAM until April 1, 2001,
Concord, California 94518 Mr. Camejo was also the Chief Executive
Officer of PAM. Before co-founding PAM, he
was an investment broker at Merrill Lynch
and Prudential Bache. Mr. Camejo has, in
addition to his Series 7 General Securities
license, a Series 24 General Principal
license, a Series 4 Options license, and a
Series 3 Commodities license.

Active in the environmental movement, Mr.
Camejo has served as a member of the Board
of Directors of EarthShare and the Chair of
the Council for Responsible Public
Investment. He is also a member of the Board
of the Contra Costa County Employee
Retirement Association.

Eric Leenson, President and Eric Leenson has been a member of the Board
Chief Executive Officer, and since 1989. He has been CFO since 1990,
member of the Board of President since 1992, and became Chief
Directors Executive Officer on April 1, 2001. In his
1010 Oak Grove Road positions, he is responsible for the
Concord, California 94518 day-to-day oversight of the firm's
operations. He is also responsible for its
financial accounting and reporting. He holds
a Series 7 General Securities license, a
Series 24 General Principal license, and a
Series 4 Options license.

Mr. Leenson left his position as a financial
consultant at Merrill Lynch to join PAM in
October 1987. Prior to joining Merrill
Lynch, he was co-founder and long time
Managing Director of La Pena Cultural center
in Berkeley, CA. Mr. Leenson is 52 years
old. Mr. Leenson received a B.A. from the
Woodrow Wilson School of Princeton
University in 1970, and an M.B.A. from the
University of California, Berkeley in 1986.

Catherine Cartier, Secretary Ms. Cartier joined PAM at its inception in
and Member of the Board of 1987 and has served as a Board member and
Directors Corporate Secretary since 1994.
1010 Oak Grove Road
Concord, California 94518 Prior to joining PAM, Ms. Cartier worked for
Lehman Brothers and Prudential Bache. She
earned a BA from St. Mary's College and
holds her Series 7 General Securities
license, Series 24 General Principal
license, Series 53 Municipal Principal
license.

Nina Lau-Branson Nina Lau-Branson is serving her second term
Member of the Board of on the Board. After receiving her MBA in
Directors Finance from the University of Wisconsin,
286 North Oakland Avenue Ms. Lau-Branson was employed by Price
Pasadena, California 91101 Waterhouse Coopers. As the first Corporate
Controller for Wind River Systems in
Alameda, CA, Ms. Lau-Branson was an integral
part of the team that brought Wind River
Systems public. During her tenure with Wind
River Systems they grew to a company with
over $50 million in revenues and operations
in over ten countries. Ms. Lau-Branson lives
in Pasadena, California.

Kalman Stein Mr. Stein has been a director since 1997.
Member of the Board of Mr. Stein has been the President of
Directors EarthShare since its inception in 1989.
9812 Betteker Lane EarthShare now represents more than 40
Potomac, Maryland 20854- leading national environmental and
2125 conservation organizations, and has raised
more than $60 million for its member
agencies. In addition Mr. Stein is a founder
of the Council of Foundations and has served
as Chair of that organization.

Mr. Stein's business experience includes
management consulting with the United
Research Company, founding Kalman Stein
Associates, a management consulting firm in
Berkeley, CA and establishing and managing
the Strong Foundation for Environmental
Values. He was also the Executive Director
of the Environmental Federation of
California.

Michael Wyman Mr. Wyman is a Board member of PAM, serving
Member of the Board of in his second term. Mr. Wyman is a graduate
Directors of Pomona College, class of 1972 and
248 Via La Cumbre Hastings College of Law, class of 1981. He
San Rafael, California 94904 is member in good standing of the California
State Bar.

Mr. Wyman has worked as a lettuce picker,
dishwasher, writer, editor, corporate
director. More recently, he was CEO of It's
Electric!, an electric car dealership from
1998 through January 1999. Before his
involvement with It's Electric!, and since
he left, It's Electric!, he has been a
private investor in the field of socially
responsible investing. Earlier he held the
positions of editor, associate director, and
director for the Center for Democracy in the
Americas in Washington, D.C. Prior to his
tenure at the Center, Mr. Wyman was an
attorney in private practice.

Gene Valentine Gene Valentine is serving his second full
Member of the Board of one-year term on the Board. He joined the
Directors Board in June 1999. Mr. Valentine is
2663 Townsgate Road Chairman of the Board and Chief Executive
Westlake Village, California Officer of FWG. Mr. Valentine has a BS
91361 degree from Bethany College and also
attended the University of Vienna. Mr.
Valentine is also the President and Founder
of Second Byte Foundation which provides
computers to at-risk children.

Edward Price Mr. Price is serving his second term. Mr.
Member of the Board of Price is Director and Chief Administrative
Directors Officer of FWG. Mr. Price has a BA from the
2663 Townsgate Road U.S. Naval Academy and a MBA from the
Westlake Village, California University of California, Berkeley.
91361 Previously a CPA with Touche Ross, Mr. Price
joined FWG in 1998.

Paradox Holdings, Inc. The officers of Paradox Holdings, Inc.,
Shareholder ("Paradox") are Gene C. Valentine,
2663 Townsgate Road President, Joanne Valentine, Vice-President,
Westlake Village, California and Edward Price, Secretary and Treasurer,
91361 each of whom are also directors of Paradox.
The sole shareholders of Paradox are the
Valentine Charitable Trust dtd 10/30/92
(68.97%) and the Gene Charles Valentine
Trust dtd 11/26/86 (31.01%), two trusts for
which Gene C. Valentine is the sole trustee.
Financial West Group ("FWG") is a
wholly-owned subsidiary of Paradox. Paradox
holds 100% of PAM's Series B Preferred
Stock.

Lakshima Inc., holds 13,669 shares of Class Preferred A (non-voting
stock),18.89% of the total outstanding shares of that class. The principal place
of business of Lakshima, Inc., is Rosebery Ave., Ottawa, ON K1S 1W2.

The top three shareholders of PAM who are officers or directors are
Peter Camejo (350,718), Michael Wyman (97,266), and Eric Leenson (78,350). All
other officers and directors hold collectively 33,000 shares.

Except as described in this Offer to Purchase, neither PAM, nor, to
the best knowledge of PAM, none of the preceding persons;

- - has effected any transaction in any equity security of PAM during the
past 60 days,

- - has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) during the last five years, or

- - has been a party during the last five years, to any judicial or
administrative proceeding (except for matters that were dismissed
without sanction or settlement) that resulted in a judgment, decree or
final order enjoining the person from future violations of, or

- - prohibiting activities subject to, federal or state securities laws or
finding any violation of such laws.

VOTING RIGHTS OF PARADOX. In March 1999, PAM entered into an agreement
with Financial West Group ("FWG") and Paradox Holdings, Inc. ("Paradox"). (FWG
is a wholly-owned subsidiary of Paradox. FWG is a broker-dealer, registered with
the NASD, with 47 offices and approximately 400 registered representatives. FWG
is an NASD, SIPC, and MSRB member. FWG is also registered as a investment
adviser with the Securities and Exchange Commission, the State of California and
several other states.) Paradox holds 100% of the Series B Preferred Stock of
PAM. The Series B Preferred Shares, held by Paradox, when combined with the
common stock, has voting power equal to 40% of the total shares that can be
cast. Under the Standstill Agreement between PAM and Paradox, until January 1,
2003, neither party can take steps to change the relative voting power of
Paradox.

As part of the agreement among the parties, Paradox purchased a
minority equity stake in PAM equal to 40% of the voting power of all the
outstanding stock of PAM, by purchasing all of the Series B Preferred shares of
PAM. The parties also entered into a "standstill" agreement, which provided that
Paradox could not purchase any additional shares of PAM until January 2, 2002.
On November 1, 2001, the parties agreed to extend the standstill agreement until
January 1, 2003. The NASD approved the March 1999 agreement among the parties in
late June 1999, and the purchase of PAM shares by Paradox was completed in early
July 1999.

The Series B Preferred Shares, held by Paradox, when combined with the
common stock, has voting power equal to 40% of the total shares that can be
cast. Consequently, the following is the voting power of the following persons
when factoring in the voting power of the Series B Preferred Shares: Peter
Camejo 15% ; Eric Leenson 3.3%, Michael Wyman 4.1%; and all Officers and
Directors, 23.9%.

10. SOURCE AND AMOUNT OF FUNDS.

The total amount of funds required by PAM to purchase all outstanding
shares pursuant to the Offer and to pay fees and expenses related to the Offer
is estimated to be approximately $175,000. PAM has sufficient cash on

hand to complete this Offer and will not have to withdraw cash. Therefore,
completion of the tender offer is not contingent upon receiving financing.

11. PURPOSE OF THE OFFER; PLANS FOR PAM.

PURPOSE OF THE OFFER. The PAM Board believes that one of the best ways
to increase value for shareholders is to continue buying back PAM common shares
on the NASDAQ's OTC Bulletin Board. Trading on the OTCBB is infrequent, and the
Board believes it is in the best interest to offer the convenience of allowing
current shareholders to sell their shares to PAM. Furthermore, for those who
hold 99 shares or less, they can sell of their shares in PAM, thereby
simplifying their bookkeeping as well as PAM's.

PLANS FOR PAM. Except as described above or elsewhere in this Offer to
Purchase, PAM has no present plans or proposals that would relate to or result
in;

- - any extraordinary corporate transaction involving PAM or any of its
subsidiaries (such as a merger, reorganization, liquidation, or sale
or other transfer of a material amount of assets),

- - any sale or transfer of a material amount of assets of PAM or any of
its subsidiaries,

- - any change in PAM Board or management of PAM, or

- - any other material change in PAM's corporate structure or business.

12. CERTAIN CONDITIONS OF THE OFFER

In addition, notwithstanding any other provision of the Offer, PAM
shall not be required to accept for payment or pay for any shares, and may delay
the acceptance for payment of or, subject to any applicable rules and
regulations of the Commission, including Rule 14e-1(c) under the Exchange
Act (relating to PAM's obligation to pay for or return tendered shares after the
termination or withdrawal of the Offer), the payment for any tendered shares, if
at any time prior to acceptance for payment of or payment for shares in the
tender offer, any of the following events or conditions shall occur or exist:

- - there shall have been instituted or be pending any action or
proceeding by any governmental entity, whether or not having the force
of law, (i) challenging or seeking to make illegal, to delay or
otherwise directly or indirectly to restrain or prohibit the making of
the Offer, the acceptance for payment of or payment for some of or all
the shares of PAM stock by PAM or any affiliate of PAM or the
consummation by PAM of the Offer, or seeking to obtain damages in
connection with the Offer, (ii) seeking to restrain or prohibit PAM'
full rights of ownership or operation (or that of PAM's subsidiaries
or affiliates) of any portion of the business or assets of PAM, or any
of their respective subsidiaries or affiliates, or to compel PAM or
any of its subsidiaries or affiliates to dispose of or hold separate
all or any portion of the business or assets of PAM or PAM or any of
their respective subsidiaries or affiliates, (iii) seeking to impose
material limitations on the ability of PAM or any of its subsidiaries
or affiliates effectively to exercise full rights of ownership of the
shares of Company stock, including, without limitation, the right to
vote any shares of Company stock acquired or owned by PAM or any of
its subsidiaries or affiliates on all matters properly presented to
PAM's shareholders, or (iv) seeking to require divestiture by PAM or
any of its subsidiaries or affiliates of any shares of Company stock;
or

- - there shall have been any action taken or any statute, rule,
regulation, judgment, administrative interpretation, injunction, order
or decree enacted, enforced, promulgated, issued or deemed applicable
to PAM or any other subsidiary or affiliate of PAM, the acceptance for
payment of or payment for any shares of Company stock, or any other
transaction, by any governmental entity, that has, directly or
indirectly, resulted, or is reasonably likely to, directly or
indirectly, result in any of the consequences referred to in the
immediately preceding paragraph; or

- - there shall have occurred:

- the declaration of any banking moratorium or any suspension
of payments in respect of banks in the United States
(whether or not mandatory);

- any general and protracted suspension of trading in, or
limitation on prices for, securities on any United States
national securities exchange or in the Over-the-Counter
market;

- the commencement of a war, armed hostilities or any other
national or international crisis directly or indirectly
involving the United States;

- any limitation (whether or not mandatory) by any
governmental, regulatory or administrative agency or
authority on, or any event which, in the sole judgment of
PAM, might materially affect, the extension of credit by
banks or other lending institutions in the United States;

- any significant decrease in the market price of the common
stock of PAM or in the market prices of equity securities
generally or any adverse changes in the U.S. stock markets
or credit markets, or change in the general political,
market, economic or financial conditions in the United
States or abroad that could have a material adverse effect
on the business, condition (financial or other), income,
operations or prospects of PAM, or on the trading in the
shares; or

- in the case of any of the foregoing existing at the time of
the commencement of the offer, a material acceleration or
worsening thereof;

- - any change shall occur or be threatened in the business, condition
(financial or other), income, operations or prospects of PAM, which is
or may be deemed to be material to PAM.

The foregoing conditions are for PAM's sole benefit and may be
asserted by PAM, regardless of the circumstances giving rise to any such
condition (including any action or inaction by PAM) or may be waived by PAM in
whole or in part. PAM's failure at any time to exercise any of the foregoing
rights shall not be deemed a waiver of any such right and each such right shall
be deemed an ongoing right which may be asserted at any time and from time to
time. Any determination by PAM concerning the events described in this Section
and any related judgment or decision by PAM regarding the inadvisability of
proceeding with the purchase of or payment for any shares tendered shall be
final and binding on all parties.

13. LEGAL MATTERS

PAM might be required to file certain information with, or to receive
approvals from, the relevant state authorities, and PAM might be unable to
accept for payment or pay for shares tendered pursuant to the Offer, or be
delayed in consummating the Offer. In such case, PAM may not be obliged to
accept for payment or pay for any shares tendered pursuant to the Offer.

14. FEES AND EXPENSES

PAM has retained USST to serve as the Depositary in connection with
the Offer. The Depositary will receive reasonable and customary compensation for
its services, be reimbursed for certain reasonable out-of-pocket expenses and be
indemnified against certain liabilities and expenses in connection therewith,
including certain liabilities and expenses under the U.S. federal securities
laws.

PAM will not pay any fees or commissions to any broker or dealer or
other person (other than the Depositary) in connection with the solicitation of
tenders of shares pursuant to the Offer. Brokers, dealers, banks, trust
companies and other members will be reimbursed by PAM upon request for customary
mailing and handling expenses incurred by them in forwarding material to their
customers.

15. MISCELLANEOUS

The Offer is not being made to (nor will tenders be accepted from or
on behalf of) holders of shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the laws of such
jurisdiction. PAM is not aware of any jurisdiction in which the making of the
Offer or the acceptance thereof

would not be in compliance with the laws of such jurisdiction. To the extent PAM
becomes aware of any state law that would limit the class of offerees in the
Offer, PAM will amend the Offer and, depending on the timing of such amendment,
if any, will extend the Offer to provide adequate dissemination of such
information to holders of shares prior to the expiration of the Offer.

No executive officer, director, affiliate or subsidiary of PAM
currently intends to tender or sell any shares of PAM common stock and will
continue to hold the shares of PAM common stock. As required by Rule 240.13e-
4(f)(6), no such person will make any purchases of PAM common stock until the
expiration of at least ten business days after the date of the termination of
the tender offer.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION ON BEHALF OF PAM NOT CONTAINED HEREIN OR IN THE LETTER OF
TRANSMITTAL AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED.

PAM has filed a Schedule TO with the Commission pursuant to Rule 14d-3
under the Exchange Act, together with exhibits, furnishing certain additional
information with respect to the Offer, and may file amendments thereto. In
addition, PAM is filing the Schedule 14D-9 pursuant to Rule 14d-9 under the
Exchange Act, together with exhibits, setting forth its recommendation with
respect to the Offer and the reasons for such recommendation and furnishing
certain additional related information. Such Schedules and any amendments
thereto, including exhibits, should be available for inspection and copies
should be obtainable in the manner set forth in Section 8--"Certain Information
Concerning PAM" (except that such material will not be available at the regional
offices of the Commission).

November 14, 2001 Progressive Asset Management, Inc.

/s/
----------------------------------------------------
Eric Leenson, President and Chief Executive Officer