Emergent Group Inc.
                             932 Grand Central Ave.
                               Glendale, CA 91201





                                  May 27, 2005


Mr. Bruce Haber
BJH Management
Suite 402
145 Huguenot Street
New Rochelle, NY 10801

Dear Mr. Haber:

     This is to confirm that Section 7 of your employment contract is amended in
full to read as follows:

     "The term of Haber's  employment  hereunder  shall  continue until June 30,
2006,  unless  terminated prior thereto in accordance with Section 10 hereof. On
or before June 1 of each year  following  June 30,  2005,  Company must offer to
extend  this  Agreement  for a period  of one  additional  year on terms no less
favorable than the then existing terms of this Agreement,  unless Haber has been
released by the applicable  institutional lender(s) from all personal guarantees
of Company  loans or Company has retired all  outstanding  indebtedness  owed to
such lender(s)."

                                               Very truly yours,


                                               /s/ William McKay
                                               ------------------
                                                   William McKay
                                                   Chief Financial Officer


Agreed and accepted by


/s/ Bruce J. Haber
- ------------------
    Bruce J. Haber