EXHIBIT 4.2
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                           GENERAL CONTINUING GUARANTY
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                  This GENERAL CONTINUING GUARANTY (this "Guaranty"), dated as
of January 27, 2005, is executed and delivered by VELOCITY ASSET MANAGEMENT,
INC., a Delaware corporation ("Guarantor"), in favor of WELLS FARGO FOOTHILL,
INC., a California corporation ("Lender"), in light of the following:

                  WHEREAS, Velocity Investments, L.L.C., a New Jersey limited
liability company ("Borrower") and Lender are, contemporaneously herewith,
entering into that certain Loan and Security Agreement of even date herewith (as
amended, restated, modified, renewed or extended from time to time, the "Loan
Agreement");

                  WHEREAS, Borrower is a wholly-owned subsidiary of TLOP
Acquisition Company, L.L.C., a wholly-owned subsidiary of Guarantor and, as
such, Guarantor will benefit by virtue of the financial accommodations extended
to Borrower by Lender; and

                  WHEREAS, in order to induce Lender to enter into the Loan
Agreement and the other Loan Documents and to extend the financial
accommodations to Borrower pursuant to the Loan Agreement, and in consideration
thereof, and in consideration of any loans or other financial accommodations
heretofore or hereafter extended by Lender to Borrower, whether pursuant to the
Loan Agreement or otherwise, Guarantor has agreed to guaranty the Guarantied
Obligations.

                  NOW, THEREFORE, in consideration of the foregoing, Guarantor
hereby agrees as follows:

         1.       Definitions and Construction.

                  (a)      Definitions. Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to them in the Loan
Agreement. The following terms, as used in this Guaranty, shall have the
following meanings:

                  "Borrower" has the meaning set forth in the preamble to this
Guaranty.

                  "Guarantied Obligations" means (a) the due and punctual
payment of the principal of, and interest (including any interest that, but for
the commencement of an Insolvency Proceeding, would have accrued) on, any and
all premium on, and any and all fees, costs, indemnities, and expenses incurred
in connection with, the Indebtedness owed by Borrower to Lender or any Bank
Product Provider pursuant to the terms of the Loan Agreement or any other Loan
Document and (b) the due and punctual payment of all other present or future
Indebtedness owing by Borrower to Lender or any Bank Product Provider.

                  "Guarantor" has the meaning set forth in the preamble to this
Guaranty.

                  "Guaranty" has the meaning set forth in the preamble to this
Guaranty.

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                  "Indebtedness" means any and all obligations (including the
Obligations), indebtedness, or liabilities of any kind or character arising
directly or indirectly out of or in connection with the Loan Agreement or any
other Loan Document, including all such obligations, indebtedness, or
liabilities, whether for principal, interest (including any interest which, but
for the provisions of the Bankruptcy Code, would have accrued on such amounts),
premium, reimbursement obligations, fees, costs, expenses (including attorneys'
fees), or indemnity obligations, whether heretofore, now, or hereafter made,
incurred, or created, whether voluntarily or involuntarily made, incurred, or
created, whether secured or unsecured (and if secured, regardless of the nature
or extent of the security), whether absolute or contingent, liquidated or
unliquidated, or determined or indeterminate, whether individual or joint
liability, and whether recovery is or hereafter becomes barred by any statute of
limitations or otherwise becomes unenforceable for any reason whatsoever,
including any act or failure to act by Lender or any Bank Product Provider.

                  "Lender" has the meaning set forth in the preamble to this
Guaranty.

                  "Loan Agreement" has the meaning set forth in the recitals to
this Guaranty.

                  "Voidable Transfer" has the meaning set forth in Section 9 of
this Guaranty.

                  (b)      Construction. Unless the context of this Guaranty
clearly requires otherwise, references to the plural include the singular,
references to the singular include the plural, the terms "includes" and
"including" are not limiting, and the term "or" has, except where otherwise
indicated, the inclusive meaning represented by the phrase "and/or." The words
"hereof," "herein," "hereby," "hereunder," and similar terms in this Guaranty
refer to this Guaranty as a whole and not to any particular provision of this
Guaranty. Section, subsection, clause, schedule, and exhibit references herein
are to this Guaranty unless otherwise specified. Any reference in this Guaranty
to any agreement, instrument, or document shall include all alterations,
amendments, changes, extensions, modifications, renewals, replacements,
substitutions, joinders, and supplements, thereto and thereof, as applicable
(subject to any restrictions on such alterations, amendments, changes,
extensions, modifications, renewals, replacements, substitutions, joinders, and
supplements set forth herein). Neither this Guaranty nor any uncertainty or
ambiguity herein shall be construed against Lender or Borrower, whether under
any rule of construction or otherwise. On the contrary, this Agreement has been
reviewed by all parties and shall be construed and interpreted according to the
ordinary meaning of the words used so as to accomplish fairly the purposes and
intentions of all parties hereto. Any reference herein to the satisfaction or
payment in full of the Guarantied Obligations shall mean the payment in full in
cash (or cash collateralization in accordance with the terms of the Loan
Agreement) of all Guarantied Obligations other than contingent indemnification
Guarantied Obligations and other than any Bank Product Obligations that, at such
time, are allowed by the applicable Bank Product Provider to remain outstanding
and are not required to be repaid or cash collateralized pursuant to the
provisions of the Loan Agreement. Any reference herein to any Person shall be
construed to include such Person's successors and assigns. Any requirement of a
writing contained herein shall be satisfied by the transmission of a Record and
any Record transmitted shall constitute a representation and warranty as to the
accuracy and completeness of the information contained therein.

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         2.       Guarantied Obligations. Guarantor hereby irrevocably and
unconditionally guaranties to Lender, for the benefit of Lender and the Bank
Product Providers, as and for its own debt, until final payment in full thereof
has been made, (a) the payment of the Guarantied Obligations, when and as the
same shall become due and payable, whether at maturity, pursuant to a mandatory
prepayment requirement, by acceleration, or otherwise; it being the intent of
Guarantor that the guaranty set forth herein shall be a guaranty of payment and
not a guaranty of collection; and (b) the punctual and faithful performance,
keeping, observance, and fulfillment by Borrower of all of the agreements,
conditions, covenants, and obligations of Borrower contained in the Loan
Agreement and under each of the other Loan Documents.

         3.       Continuing Guaranty. This Guaranty includes Guarantied
Obligations arising under successive transactions continuing, compromising,
extending, increasing, modifying, releasing, or renewing the Guarantied
Obligations, changing the interest rate, payment terms, or other terms and
conditions thereof, or creating new or additional Guarantied Obligations after
prior Guarantied Obligations have been satisfied in whole or in part. To the
maximum extent permitted by law, Guarantor hereby waives any right to revoke
this Guaranty as to future Indebtedness. If such a revocation is effective
notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a)
no such revocation shall be effective until written notice thereof has been
received by Lender, (b) no such revocation shall apply to any Guarantied
Obligations in existence on such date (including any subsequent continuation,
extension, or renewal thereof, or change in the interest rate, payment terms, or
other terms and conditions thereof), (c) no such revocation shall apply to any
Guarantied Obligations made or created after such date to the extent made or
created pursuant to a legally binding commitment of Lender in existence on the
date of such revocation, (d) no payment by Guarantor, Borrower, or from any
other source, prior to the date of such revocation shall reduce the maximum
obligation of Guarantor hereunder, and (e) any payment by Borrower or from any
source other than Guarantor subsequent to the date of such revocation shall
first be applied to that portion of the Guarantied Obligations as to which the
revocation is effective and which are not, therefore, guarantied hereunder, and
to the extent so applied shall not reduce the maximum obligation of Guarantor
hereunder.

         4.       Performance Under this Guaranty. In the event that Borrower
fails to make any payment of any Guarantied Obligations, on or prior to the due
date thereof, or if Borrower shall fail to perform, keep, observe, or fulfill
any other obligation referred to in clause (b) of Section 2 of this Guaranty in
the manner provided in the Loan Agreement or any other Loan Document, Guarantor
immediately shall cause, as applicable, such payment to be made or such
obligation to be performed, kept, observed, or fulfilled.

         5.       Primary Obligations. This Guaranty is a primary and original
obligation of Guarantor, is not merely the creation of a surety relationship,
and is an absolute, unconditional, and continuing guaranty of payment and
performance which shall remain in full force and effect without respect to

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future changes in conditions. Guarantor hereby agrees that it is directly,
jointly and severally with any other guarantor of the Guarantied Obligations,
liable to Lender, for its benefit and for the benefit of the Bank Product
Providers, that the obligations of Guarantor hereunder are independent of the
obligations of Borrower or any other guarantor, and that a separate action may
be brought against Guarantor, whether such action is brought against Borrower or
any other guarantor or whether Borrower or any other guarantor is joined in such
action. Guarantor hereby agrees that its liability hereunder shall be immediate
and shall not be contingent upon the exercise or enforcement by Lender or any
Bank Product Provider of whatever remedies they may have against Borrower or any
other guarantor, or the enforcement of any lien or realization upon any security
by Lender or any Bank Product Provider. Guarantor hereby agrees that any release
which may be given by Lender to Borrower or any other guarantor shall not
release Guarantor. Guarantor consents and agrees that neither Lender nor any
Bank Product Provider shall be under any obligation to marshal any property or
assets of Borrower or any other guarantor in favor of Guarantor, or against or
in payment of any or all of the Guarantied Obligations.

         6.       Waivers.

                  (a) To the fullest extent permitted by applicable law,
Guarantor hereby waives: (i) notice of acceptance hereof; (ii) notice of any
loans or other financial accommodations made or extended under the Loan
Agreement, or the creation or existence of any Guarantied Obligations; (iii)
notice of the amount of the Guarantied Obligations, subject, however, to
Guarantor's right to make inquiry of Lender to ascertain the amount of the
Guarantied Obligations at any reasonable time; (iv) notice of any adverse change
in the financial condition of Borrower or of any other fact that might increase
Guarantor's risk hereunder; (v) notice of presentment for payment, demand,
protest, and notice thereof as to any instrument among the Loan Documents; (vi)
notice of any Default or Event of Default under the Loan Agreement; and (vii)
all other notices (except if such notice is specifically required to be given to
Guarantor under this Guaranty or any other Loan Documents to which Guarantor is
a party) and demands to which Guarantor might otherwise be entitled.

                  (b) To the fullest extent permitted by applicable law,
Guarantor hereby waives the right by statute or otherwise to require Lender or
any Bank Product Provider, to institute suit against Borrower or to exhaust any
rights and remedies which Lender or any Bank Product Provider, has or may have
against Borrower. In this regard, Guarantor agrees that it is bound to the
payment of each and all Guarantied Obligations, whether now existing or
hereafter arising, as fully as if the Guarantied Obligations were directly owing
to Lender or the Bank Product Providers, as applicable, by Guarantor. Guarantor
further waives any defense arising by reason of any disability or other defense
(other than the defense that the Guarantied Obligations shall have been
performed and paid in cash, to the extent of such payment) of Borrower or by
reason of the cessation from any cause whatsoever of the liability of Borrower
in respect thereof.

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                  (c) To the fullest extent permitted by applicable law,
Guarantor hereby waives: (i) any right to assert against Lender or any Bank
Product Provider, any defense (legal or equitable), set-off, counterclaim, or
claim which Guarantor may now or at any time hereafter have against Borrower or
any other party liable to Lender or any Bank Product Provider; (ii) any defense,
set-off, counterclaim, or claim, of any kind or nature, arising directly or
indirectly from the present or future lack of perfection, sufficiency, validity,
or enforceability of the Guarantied Obligations or any security therefor; (iii)
any right or defense arising by reason of any claim or defense based upon an
election of remedies by Lender or any Bank Product Provider; (iv) the benefit of
any statute of limitations affecting Guarantor's liability hereunder or the
enforcement thereof, and any act which shall defer or delay the operation of any
statute of limitations applicable to the Guarantied Obligations shall similarly
operate to defer or delay the operation of such statute of limitations
applicable to Guarantor's liability hereunder.

                  (d) Until such time as all of the Guarantied Obligations have
been finally paid in full: (i) Guarantor hereby waives and postpones any right
of subrogation Guarantor has or may have as against Borrower with respect to the
Guarantied Obligations; (ii) Guarantor hereby waives and postpones any right to
proceed against Borrower or any other Person, now or hereafter, for
contribution, indemnity, reimbursement, or any other suretyship rights and
claims (irrespective of whether direct or indirect, liquidated or contingent),
with respect to the Guarantied Obligations; and (iii) Guarantor also hereby
waives and postpones any right to proceed or to seek recourse against or with
respect to any property or asset of Borrower.

                  (e) If any of the Guarantied Obligations or the obligations of
Guarantor under this Guaranty at any time are secured by a mortgage or deed of
trust upon real property, Lender or any Bank Product Provider may elect, in its
sole discretion, upon a default with respect to the Guarantied Obligations or
the obligations of Guarantor under this Guaranty, to foreclose such mortgage or
deed of trust judicially or nonjudicially in any manner permitted by law, before
or after enforcing this Guaranty, without diminishing or affecting the liability
of Guarantor hereunder. Guarantor understands that (a) by virtue of the
operation of antideficiency law applicable to nonjudicial foreclosures, an
election by Lender or any Bank Product Provider to nonjudicially foreclose on
such a mortgage or deed of trust probably would have the effect of impairing or
destroying rights of subrogation, reimbursement, contribution, or indemnity of
Guarantor against Borrower or other guarantors or sureties, and (b) absent the
waiver given by Guarantor herein, such an election would estop Lender and the
Bank Product Providers from enforcing this Guaranty against Guarantor.
Understanding the foregoing, and understanding that Guarantor hereby is
relinquishing a defense to the enforceability of this Guaranty, Guarantor hereby
waives any right to assert against Lender or any Bank Product Provider any
defense to the enforcement of this Guaranty, whether denominated "estoppel" or
otherwise, based on or arising from an election by Lender or any Bank Product
Provider to nonjudicially foreclose on any such mortgage or deed of trust.
Guarantor understands that the effect of the foregoing waiver may be that
Guarantor may have liability hereunder for amounts with respect to which
Guarantor may be left without rights of subrogation, reimbursement,
contribution, or indemnity against Borrower or other guarantors or sureties.
Guarantor also agrees that the "fair market value" provisions of Section 580a of

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the California Code of Civil Procedure or any similar laws of any other
applicable jurisdiction shall have no applicability with respect to the
determination of Guarantor's liability under this Guaranty.

                  (f) Without limiting the generality of any other waiver or
other provision set forth in this Guaranty, Guarantor waives all rights and
defenses that Guarantor may have if all or part of the Guarantied Obligations
are secured by real property. This means, among other things:

                      (i)     Lender or any Bank Product Provider may collect
from Guarantor without first foreclosing on any real or personal property
collateral that may be pledged by Guarantor, Borrower, or any other guarantor.

                      (ii)    If Lender or any Bank Product Provider forecloses
on any real property collateral that may be pledged by Guarantor, Borrower or
any other guarantor:

                           (1)      The amount of the Guarantied Obligations or
                                    any obligations of any Guarantor in respect
                                    thereof may be reduced only by the price for
                                    which that collateral is sold at the
                                    foreclosure sale, even if the collateral is
                                    worth more than the sale price.

                           (2)      Lender may collect from Guarantor even if
                                    Lender or any Bank Product Provider, by
                                    foreclosing on the real property collateral,
                                    has destroyed any right Guarantor may have
                                    to collect from Borrower or any other
                                    Guarantor.

                  This is an unconditional and irrevocable waiver of any rights
and defenses Guarantor may have if all or part of the Guarantied Obligations are
secured by real property.

                  (g) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR
OTHER PROVISION SET FORTH IN THIS GUARANTY, GUARANTOR HEREBY WAIVES, TO THE
MAXIMUM PERMITTED BY LAW, ANY AND ALL BENEFITS OR DEFENSES ARISING DIRECTLY OR
INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SS.SS. 2787 THROUGH
AND INCLUDING SS. 2855, CALIFORNIA CODE OF CIVIL PROCEDURE SS.SS. 580A, 580B,
580C, 580D, AND 726, AND CHAPTER 2 OF TITLE 14 OF THE CALIFORNIA CIVIL CODE OR
ANY SIMILAR LAWS OF ANY OTHER APPLICABLE JURISDICTION.

                  (h) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR
OTHER PROVISION SET FORTH IN THIS GUARANTY GUARANTOR WAIVES ALL RIGHTS AND
DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY LENDER OR ANY BANK PRODUCT
PROVIDER, EVEN THOUGH SUCH ELECTION OF REMEDIES, SUCH AS A NUNJUDICIAL
FORECLOSURE WITH RESPECT TO SECURITY FOR THE GUARANTIED OBLIGATIONS, HAS
DESTROYED GUARANTOR'S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST BORROWER
BY THE OPERATION OF APPLICABLE LAW INCLUDING SS.580D OF THE CALIFORNIA CODE OF
CIVIL PROCEDURE OR ANY SIMILAR LAWS OF ANY OTHER APPLICABLE JURISDICTION.

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                  (i) Without limiting the generality of any other waiver or
other provision set forth in this Guaranty, Guarantor hereby agrees as follows:

                      (i)     Lender's right to enforce this Guaranty is
absolute and is not contingent upon the genuineness, validity or enforceability
of any of the Loan Documents. Guarantor waives all benefits and defenses it may
have under California Civil Code Section 2810 or any similar laws in any other
applicable jurisdiction and agrees that Lender's rights under this Guaranty
shall be enforceable even if Borrower had no liability at the time of execution
of the Loan Documents or later ceases to be liable.

                      (ii)    Guarantor waives all benefits and defenses it may
have under California Civil Code Section 2809 or any similar laws in any other
applicable jurisdiction with respect to its obligations under this Guaranty and
agrees that Lender's rights under the Loan Documents will remain enforceable
even if the amount secured by the Loan Documents is larger in amount and more
burdensome than that for which Borrower is responsible. The enforceability of
this Guaranty against Guarantor shall continue until all sums due under the Loan
Documents have been paid in full and shall not be limited or affected in any way
by any impairment or any diminution or loss of value of any security or
collateral for Borrower's obligations under the Loan Documents, from whatever
cause, the failure of any security interest in any such security or collateral
or any disability or other defense of Borrower, any other guarantor of
Borrower's obligations under any other Loan Document, any pledgor of collateral
for any person's obligations to Lender or any other person in connection with
the Loan Documents.

                      (iii)   Guarantor waives all benefits and defenses it may
have under California Civil Code Sections 2845, 2849 and 2850 or any similar
laws of any other applicable jurisdiction with respect to its obligations under
this Guaranty, including the right to require Lender to (A) proceed against
Borrower, any guarantor of Borrower's obligations under any Loan Document, any
other pledgor of collateral for any person's obligations to Lender or any other
person in connection with the Guarantied Obligations, (B) proceed against or
exhaust any other security or collateral Lender may hold, or (C) pursue any
other right or remedy for Guarantor's benefit, and agrees that Lender may
exercise its right under this Guaranty without taking any action against
Borrower, any other guarantor of Borrower's obligations under the Loan
Documents, any pledgor of collateral for any person's obligations to Lender or
any other person in connection with the Guarantied Obligations, and without
proceeding against or exhausting any security or collateral Lender holds.

                      (iv)    The paragraphs in this Section 6 which refer to
certain sections of the California Civil Code are included in this Guaranty
solely out of an abundance of caution and shall not be construed to mean that
any of the above-referenced provisions of California law are in any way
applicable to this Guaranty.

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         7.       Releases. Guarantor consents and agrees that, without notice
to or by Guarantor and without affecting or impairing the obligations of
Guarantor hereunder, Lender or any Bank Product Provider may, by action or
inaction, compromise or settle, extend the period of duration or the time for
the payment, or discharge the performance of, or may refuse to, or otherwise not
enforce, or may, by action or inaction, release all or any one or more parties
to, any one or more of the terms and provisions of the Loan Agreement or any
other Loan Document or may grant other indulgences to Borrower in respect
thereof, or may amend or modify in any manner and at any time (or from time to
time) any one or more of the Loan Agreement or any other Loan Document, or may,
by action or inaction, release or substitute any other guarantor, if any, of the
Guarantied Obligations, or may enforce, exchange, release, or waive, by action
or inaction, any security for the Guarantied Obligations or any other guaranty
of the Guarantied Obligations, or any portion thereof.

         8.       No Election. Lender and the Bank Product Providers shall have
the right to seek recourse against Guarantor to the fullest extent provided for
herein and no election by Lender or any Bank Product Provider to proceed in one
form of action or proceeding, or against any party, or on any obligation, shall
constitute a waiver of Lender's or any Bank Product Provider's right to proceed
in any other form of action or proceeding or against other parties unless
Lender, on behalf of itself or the Bank Product Providers, has expressly waived
such right in writing. Specifically, but without limiting the generality of the
foregoing, no action or proceeding by Lender or the Bank Product Providers under
any document or instrument evidencing the Guarantied Obligations shall serve to
diminish the liability of Guarantor under this Guaranty except to the extent
that Lender and the Bank Product Providers finally and unconditionally shall
have realized payment in full of the Guarantied Obligations by such action or
proceeding.

         9.       Revival and Reinstatement. If the incurrence or payment of the
Guarantied Obligations or the obligations of Guarantor under this Guaranty by
Guarantor or the transfer by Guarantor to Lender of any property of Guarantor
should for any reason subsequently be declared to be void or voidable under any
state or federal law relating to creditors' rights, including provisions of the
Bankruptcy Code relating to fraudulent conveyances, preferences, or other
voidable or recoverable payments of money or transfers of property
(collectively, a "Voidable Transfer"), and if Lender is required to repay or
restore, in whole or in part, any such Voidable Transfer, or elects to do so
upon the reasonable advice of its counsel, then, as to any such Voidable
Transfer, or the amount thereof that Lender is required or elects to repay or
restore, and as to all reasonable costs, expenses, and attorneys fees of Lender
related thereto, the liability of Guarantor automatically shall be revived,
reinstated, and restored and shall exist as though such Voidable Transfer had
never been made.

         10.      Financial Condition of Borrower. Guarantor represents and
warrants to Lender and the Bank Product Providers that it is currently informed
of the financial condition of Borrower and of all other circumstances which a
diligent inquiry would reveal and which bear upon the risk of nonpayment of the
Guarantied Obligations. Guarantor further represents and warrants to Lender and
the Bank Product Providers that it has read and understands the terms and
conditions of the Loan Agreement and each other Loan Document. Guarantor hereby

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covenants that it will continue to keep itself informed of Borrower's financial
condition, the financial condition of other guarantors, if any, and of all other
circumstances which bear upon the risk of nonpayment or nonperformance of the
Guarantied Obligations.

         11.      Payments; Application. All payments to be made hereunder by
Guarantor shall be made in Dollars, in immediately available funds, and without
deduction (whether for taxes or otherwise) or offset and shall be applied to the
Guarantied Obligations in accordance with the terms of the Loan Agreement.

         12.      Attorneys Fees and Costs. Guarantor agrees to pay, on demand,
all attorneys fees and all other costs and expenses which may be incurred by
Lender in connection with the enforcement of this Guaranty or in any way arising
out of, or consequential to, the protection, assertion, or enforcement of the
Guarantied Obligations (or any security therefor), irrespective of whether suit
is brought.

         13.      Notices. All notices and other communications hereunder to
Lender shall be in writing and shall be mailed, sent, or delivered in accordance
Section 12 of the Loan Agreement. All notices and other communications hereunder
to Guarantor shall be in writing and shall be mailed, sent, or delivered in care
of Borrower in accordance with Section 12 of the Loan Agreement.

         14.      Cumulative Remedies. No remedy under this Guaranty, under the
Loan Agreement, or any other Loan Document is intended to be exclusive of any
other remedy, but each and every remedy shall be cumulative and in addition to
any and every other remedy given under this Guaranty, under the Loan Agreement,
or any other Loan Document, and those provided by law. No delay or omission by
Lender to exercise any right under this Guaranty shall impair any such right nor
be construed to be a waiver thereof. No failure on the part of Lender to
exercise, and no delay in exercising, any right under this Guaranty shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right under this Guaranty preclude any other or further exercise thereof or the
exercise of any other right.

         15.      Severability of Provisions. Each provision of this Guaranty
shall be severable from every other provision of this Guaranty for the purpose
of determining the legal enforceability of any specific provision.

         16.      Entire Agreement; Amendments. This Guaranty constitutes the
entire agreement between Guarantor and Lender pertaining to the subject matter
contained herein. This Guaranty may not be altered, amended, or modified, nor
may any provision hereof be waived or noncompliance therewith consented to,
except by means of a writing executed by Guarantor and Lender. Any such
alteration, amendment, modification, waiver, or consent shall be effective only
to the extent specified therein and for the specific purpose for which given. No
course of dealing and no delay or waiver of any right or default under this
Guaranty shall be deemed a waiver of any other, similar or dissimilar, right or
default or otherwise prejudice the rights and remedies hereunder.

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         17.      Successors and Assigns. This Guaranty shall be binding upon
Guarantor and its successors and assigns and shall inure to the benefit of the
successors and assigns of Lender and the Bank Product Providers; provided,
however, Guarantor shall not assign this Guaranty or delegate any of its duties
hereunder without Lender's prior written consent and any unconsented to
assignment shall be absolutely void. In the event of any assignment or other
transfer of rights by Lender or the Bank Product Providers, the rights and
benefits herein conferred upon Lender and the Bank Product Providers shall
automatically extend to and be vested in such assignee or other transferee.

         18.      No Third Party Beneficiary. This Guaranty is solely for the
benefit of Lender, each Bank Product Provider, and each of their successors and
assigns and may not be relied on by any other Person.

         19.      CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.

                  THE VALIDITY OF THIS GUARANTY, THE CONSTRUCTION,
INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO
WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE
DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF CALIFORNIA

                  THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN
CONNECTION WITH THIS GUARANTY SHALL BE TRIED AND LITIGATED ONLY IN THE STATE
AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, PROVIDED, HOWEVER, THAT ANY SUIT
SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT
LENDER'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE LENDER ELECTS TO BRING
SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. GUARANTOR
AND LENDER WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH
MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO
THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 19.

                  GUARANTOR AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR
STATUTORY CLAIMS. GUARANTOR AND LENDER REPRESENT THAT EACH HAS REVIEWED THIS
WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING

                                      -10-
<PAGE>

CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS
GUARANTY MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

         20.      Counterparts; Telefacsimile Execution. This Guaranty may be
executed in any number of counterparts and by different parties on separate
counterparts, each of which, when executed and delivered, shall be deemed to be
an original, and all of which, when taken together, shall constitute but one and
the same Guaranty. Delivery of an executed counterpart of this Guaranty by
telefacsimile shall be equally as effective as delivery of an original executed
counterpart of this Guaranty. Any party delivering an executed counterpart of
this Guaranty by telefacsimile also shall deliver an original executed
counterpart of this Guaranty but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, and binding effect of
this Guaranty.

         21.      Agreement to be Bound. Guarantor hereby agrees to be bound by
each and all of the terms and provisions of the Loan Agreement. Without limiting
the generality of the foregoing, by its execution and delivery of this Guaranty,
Guarantor hereby: (a) makes to Lender each of the representations and warranties
set forth in the Loan Agreement applicable to Guarantor fully as though
Guarantor were a party thereto, and such representations and warranties are
incorporated herein by this reference, mutatis mutandis; and (b) agrees and
covenants (i) to do each of the things set forth in the Loan Agreement that
Borrower agrees and covenants to cause Guarantor to do, and (ii) to not do each
of the things set forth in the Loan Agreement that Borrower agrees and covenants
to cause Guarantor not to do, in each case, fully as though Guarantor were a
party thereto, and such agreements and covenants are incorporated herein by this
reference, mutatis mutandis.

                           [Signature page to follow]

                                      -11-
<PAGE>

                  IN WITNESS WHEREOF, the undersigned has executed and delivered
this Guaranty as of the date first written above.

                                           VELOCITY ASSET MANAGEMENT, INC.
                                           a Delaware corporation


                                           By: /s/ JOHN C. KLEINERT
                                               ---------------------------------
                                           Title:  President and CEO
                                                  ------------------------------



STATE OF
         ------------

COUNTY OF
          -----------

         I CERTIFY that on _____________, 2005, ___________________ personally
came before me and this person acknowledged under oath, to my satisfaction,
that:

         (a) this person signed, sealed and delivered the attached documents as
         _______________ of the corporation named in this document.

         (b) the proper corporate seal was affixed; and

         (c) this document was signed and made by the corporation as its
         voluntary act and deed by virtue of authority from its Board of
         Directors.


                                        ---------------------------------------
                                        Name:
                                             ----------------------------------
                                        Notary Public, State of
                                                                --------------

My commission expires:

----------------------


                          [SIGNATURE PAGE TO GUARANTY]
                                       S-1