Exhibit 10.14

                                  RAGAN & RAGAN
                           A PROFESSIONAL CORPORATION
                               COUNSELLORS AT LAW
                               3100 ROUTE 138 WEST
                           BRINLEY PLAZA, BUILDING ONE
                             WALL, NEW JERSEY 07719
W. PETER RAGAN                  WWW.RAGANLAW.COM         TELEPHONE: 732-280-4100
W. PETER RAGAN, JR.>                                     FACSIMILE: 732-280-4112
GEORGE E. VEITENGRUBER, III

     >  NJ & NY BARS



                       RETAINER AGREEMENT - LEGAL SERVICES
                       -----------------------------------

         THIS AGREEMENT, dated January 1, 2005, is made BETWEEN the Client, VOM,
LLC, 48 So. Franklin Tpk., Ramsey, N.J. 07446 (a wholly owned subsidiary of
Velocity Asset Management, Inc.) and RAGAN & RAGAN, P.C., whose address is 3100
Route 138 West, Brinley Plaza, Building One, Wall, NJ 07719 hereinafter referred
to as the "Law Firm".

1.       Legal Services to be Provided, Term and Renewal. You agree that the Law
         Firm will represent you in the following matters: certain foreclosures
         of New Jersey real property Tax Sale Certificates held by the client
         for the term January 1, 2005 through January 1, 2006. This Agreement
         shall renew for an additional year on each first of January hereafter
         on the same terns and conditions contained herein, unless terminated by
         the client prior thereto. This agreement supercedes and replaces any
         and all prior written or oral legal fee agreements between the parties
         hereto. The legal work includes all necessary research; investigation;
         correspondence; preparation and drafting of the complaint and other
         pleadings; making or receiving telephone calls; conferring with Client
         or other counsel, and other persons; reading, drafting and responding
         to correspondence and other documents; doing legal research; preparing
         memoranda and reading and reviewing file materials, conduct of
         sheriff's foreclosure sale, acquisition of title, and related work to
         properly represent you in this matter.

2.       Additional Legal Services. If you need any other services which may or
         may not be related to the above matter, you and the Law Firm may make a
         new agreement to provide the other services.

3.       Legal Fees. The Law Firm cannot predict or guarantee what your final
         bill will be. This will depend on the amount of time spent on your case
         and the amount of other expenses.

         A.       Initial Payment. The Law Firm will begin work on your case
                  upon receipt of $ ZERO. This sum will be used to pay your fees
                  and expenses according to this Agreement. The retainer shall
                  be applied against costs and legal services, as described
                  below, performed by the Firm. If the charges for services and
                  costs exceed the retainer, the Firm may ask for additional
                  retainers. The Client agrees to provide the additional
                  retainer(s) within seven (7) days of the date of request. At
                  the Firm's option, the Firm may elect to bill the Client
                  periodically after the retainer is exhausted, and the Client
                  agrees to pay such bills in full within seven (7) days of
                  their date. The Client shall be charged interest at the rate
                  of 1 1/2% per month on the unpaid balance beginning thirty
                  (30) days from the date the bill is rendered. If the Client
                  has any objections or questions regarding any interim billing
                  for charges made against a retainer bill or for charges after
                  a retainer is exhausted, the Client agrees to raise any such
                  objections or questions within ten (10) days of receipt of the
                  interim bill.

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         B.       Minimum Fee. You agree to pay a minimum fee of $ 1,500.00 per
                  each foreclosure of a Tax Sale Certificate for legal services
                  regardless of the amount of time actually spent on this case.
                  $250.00 shall be paid upon referral of the Tax Certificate to
                  the Law Firm for the purpose of foreclosure, $250.00 upon the
                  Law Firm filing of the foreclosure complaint, $500.00 upon
                  entry of default upon all defendants, and $500.00 upon entry
                  of final judgment in foreclosure.

         C.       Hourly Rate. You agree to pay the Law Firm for legal services
                  at the following hourly rate where it is determined by the Law
                  Firm in it's sole discretion that the matter is not a routine
                  default foreclosure :

                  (1)      W. Peter Ragan, Esq.               $225.00
                  (2)      W. Peter Ragan, Jr., Esq.          $200.00
                  (3)      Associate                          $150.00
                  (4)      Paralegal                          $ 75.00

                  The firm reserves the right to adjust the hourly fee after
                  notifying the Client. Included in the hourly charges are
                  internal out-of-pocket costs including, but not limited to,
                  ordinary and necessary photocopies, telecopies and long
                  distance telephone calls. Extraordinary photocopying or
                  telecopying expenses, such as expenses related to copying
                  documents pursuant to a Response to the Request for Production
                  and Copying of Documents, shall be billed to the Client
                  directly.

         D.       All Services Will Be Billed. You will be billed at the hourly
                  rates set forth in paragraph 3C (if not routine default
                  foreclosure and billed under para. B.) for all services
                  rendered. This includes telephone calls (minimum charge of
                  1/10 of an hour), dictating and reviewing letters, travel time
                  to and from meetings and the Court, legal research,
                  negotiations and any other service relating to this matter.
                  All bills will be presented to Client on a monthly basis.

         E.       Additional Fee on Acquisition of Real Property In the event
                  the Law Firm's efforts in foreclosure result in the Client's
                  acquisition of title to real estate the Law Firm shall be
                  entitled to a fee in addition to that referred to in
                  paragraphs B. and C. above in an amount equal to 15% of the
                  net (i.e. after return of funds advanced, interest, costs,
                  etc.) realized from and payable at the time of sale of the
                  real property to an arms length third party transferee.

4.       Costs and Expenses. In addition to legal fees, you must pay the
         following costs and expenses: Experts' fees, court costs, accountants'
         fees, appraisers' fees, service fees, investigator fees, Lexis-Nexis
         Legal Library costs (see para. 5 below), deposition costs, messenger
         services, photocopying charges, telephone toll calls, postage and any
         other necessary expenses in this matter. The Firm agrees to obtain the
         Client's prior approval before incurring any disbursement in excess of
         Five Hundred ($500) Dollars, except with regard to the expenses of
         noticed depositions. The Law Firm may require that these expenses be
         paid in advance. All expert(s) will be hired by you so that you are
         solely responsible for their fees. The Firm hereby acknowledges that $
         ZERO Dollars of the aforementioned retainer is on deposit for
         out-of-pocket expenses such as those enumerated above. Out-of-pocket
         expenses shall be debited against the cost deposited and turned over to
         the Law Firm. The Law Firm may require the Client to maintain a cost
         account balance in the above amount at all times. In the event Client
         fails to do so at the Law Firm's request, the Law Firm is not obligated
         to render any further legal services so long as a deficiency exists.
         Any amount remaining, of this deposit for expenses, after the
         conclusion of the matter, shall be refunded to the Client except that
         any balance on hand for miscellaneous expenses shall be turned over to
         the Law Firm as and for miscellaneous expenses.

5.       Legal Research. The Law Firm conducts it's legal research on the
         client's behalf through on-line access to the Lexis-Nexis Legal
         Library. The Law Firm will charge the client a $25.00 Library Access
         Fee each time it accesses the Lexis Legal Library on Client's behalf,

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         with regard to New Jersey legal authorities. In the event it is
         necessary in the Firm's representation of the client, in it's
         discretion, to utilize Lexis-Nexis to verify the legal issue in
         question using Shepard's Citation Service or research outside New
         Jersey authorities, the Lexis on-line charges (presently $4.50/min.)
         shall be billed to the client as an additional cost. No cost in this
         regard shall be incurred beyond $100.00 without the client's written
         permission.

6.       Bills - Payment - Debit against Trust Funds. The Law Firm will send you
         itemized bills for time to time and each month for which there is an
         outstanding balance of $100.00 or more. Payment is due within ten (10)
         days of the date of billing subject to the provision of 3(A). You will
         be charged interest at a yearly rate of 18% (1.5% per month) on any
         remaining balance not paid within thirty (30) days from the date of the
         bill. The Law Firm is hereby authorized by you to debit and turn over
         to the Law Firm, on account of outstanding legal fees or costs due, any
         of the client's funds which may be then held in the Law Firm's Trust
         account on client's behalf. All interim bills are subject to final
         audit correction and billing at the conclusion of the matter. The Firm
         shall not at any time be required to continue to represent the Client
         unless all of the Firm's prior bills and requests for retainers and
         costs deposits have been paid when due. In addition, the Firm shall not
         be required to represent the Client at trial unless the Client has paid
         to the Firm any further retainer to cover the reasonably expected fees
         and expenses of trial required by the Firm under the provisions of this
         Agreement. Further, the Firm retains the right to decline
         representation of the Client on appeal and may so terminate
         representation, or, may request further retainers to cover the
         reasonably expected fees and expenses of appeal. In the event a check
         received for payment on account should be returned by the bank as
         "uncollected", a processing fee of $50 will be charged by the Law Firm
         for the bookkeeping activity involved. In the event it is necessary to
         institute a law suit for the collection of the fee, you agree that
         liquidated attorney's fees in an amount of 30% of the outstanding
         account balance should be added to the amount due, or, may be awarded
         by any court, in its discretion.

7.       Your Responsibility. You must fully cooperate with the Law Firm and
         provide all information relevant to the issues involved in this matter.
         You must also pay all bills as required by this Agreement. If you do
         not comply with these requirements, the Law Firm may ask the Court for
         permission to withdraw from representing you. The Law Firm will also
         withdraw at your request.

8.       No Guarantee. The Law Firm agrees to provide conscientious, competent
         and diligent services and at all times will seek to achieve solutions
         which are just and reasonable for you. However, because of the
         uncertainty of legal proceedings, the interpretation and changes in the
         law and many unknown factors, attorneys cannot and no not warrant,
         predict or guarantee results or the final outcome of any case.

9.       Attorney. W. Peter Ragan, Sr., Esq. shall be principally responsible
         for the Client's representation. In addition, other members of the Firm
         may act on the Client's behalf from time to time in connection with the
         Firm's representation, and the Firm shall use its discretion in
         selecting those members.

10.      Entire Understanding. The foregoing represents the entire agreement
         between the Firm and Client. By signing below, the Client acknowledges
         that he or she has carefully read this Agreement, understands its
         contents, and agrees to be bound by all of its terms and conditions;
         that the Firm has made no representation to the Client as to the
         likelihood of the outcome of any proceeding now pending or to be
         brought by or against the Client, and that the Client believes this
         Agreement to be fair and reasonable.

11.      Right to Consultation and Acknowledgement of Receipt of Copy. The
         Client understands that he or she has the right to consult with another
         lawyer in connection with any of the terms of this Agreement prior to
         signing it. Client acknowledges receipt of a copy of this Agreement.

12.      Resolution of Disputes. Any claim by the Firm for unpaid fees and
         expenses, and any defenses or counterclaims to such a claim, whether

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         based on a claim of inadequate representation, malpractice, or any
         other ground, shall be resolved exclusively through arbitration. In
         other words, there will be no jury trial or non-jury court proceeding
         to resolve any dispute between the Client and the Firm (the "Parties");
         rather, any such dispute will be resolved by the parties or through
         binding non-court arbitration proceedings. For purposes of resolving
         fee disputes, the Parties agree to have the matter resolved by
         arbitration in accordance with its rules. The award of the arbiters
         shall be final, binding and conclusive on the Parties, and the Parties
         agree to sign all appropriate documents necessary to make such
         proceedings final, binding and conclusive as required by the
         arbitrator. The arbitration contemplated by the above paragraph shall
         be in accordance with New Jersey Court R.1:20A-1 @ seq., before the
         District Fee Arbitration Committee established by the New Jersey
         Supreme Court. The Law Firm shall give the Client notice and the
         opportunity to pursue such fee arbitration. In the event the Client
         fails or refuses to initiate the arbitration, then the Law Firm shall,
         notwithstanding any of the provisions of the above paragraph, be free
         to initiate a civil action on account of any monies due under this
         agreement.

13.      Signatures. You and the Law Firm have read and agree to this Agreement.
         The Law Firm has answered all of your questions and fully explained
         this Agreement to your complete satisfaction. You have been given a
         copy of this Agreement. Fax signatures shall be considered as originals
         for all legal purposes.


    RAGAN & RAGAN, P.C.                  VOM, LLC


By: /s/ W. PETER RAGAN, JR.          By: /s/ JAMES J. MASTRIANI
    ------------------------------       ---------------------------------------
    W. Peter Ragan, Jr., Esq.            James J. Mastriani, Esq. Vice President
                                         and as CFO & CLO of Velocity Asset
                                         Management, Inc.

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