EXHIBIT 4.3

                          SECURITY AND PLEDGE AGREEMENT
                          -----------------------------

         This SECURITY AND PLEDGE AGREEMENT (this "Agreement") is made as of
January 27, 2005, by and between VELOCITY ASSET MANAGEMENT, INC., a Delaware
corporation ("Pledgor"), and WELLS FARGO FOOTHILL, INC., a California
corporation ("Secured Party"), with reference to the following:

         WHEREAS, Pledgor is the sole member of TLOP ACQUISITION COMPANY,
L.L.C., a New Jersey limited liability company; and

         WHEREAS, Velocity Investments, L.L.C. ("Borrower"), a New Jersey
limited liability company, and Secured Party are parties to that certain Loan
and Security Agreement dated as of the date hereof (as the same may be amended,
restated, renewed, replaced, supplemented, increased or otherwise modified from
time to time, the "Loan Agreement"), providing, subject to the terms and
conditions thereof, for certain extensions of credit to be made by Secured Party
to the Borrower. Capitalized terms used herein without definition have the
identical meanings assigned to them in the Loan Agreement; and

         WHEREAS, to induce Secured Party to grant the extensions of credit and
other financial accommodations provided to Borrower pursuant to the Loan
Agreement, Pledgor desires to pledge, grant, transfer, and assign to Secured
Party, for the benefit of Secured Party and the Bank Product Providers, a
security interest in the Collateral (as hereinafter defined) owned by Pledgor as
security for the Secured Obligations (as hereinafter defined);

         NOW, THEREFORE, in consideration of the mutual promises, covenants,
representations, and warranties set forth herein and for other good and valuable
consideration, the parties hereto agree as follows:

         1.       Definitions and Construction.

                  (a)      Definitions.  As used in this Agreement:

                  "Agreement" shall mean this Security and Pledge Agreement.

                  "Bankruptcy Code" shall mean the Bankruptcy Reform Act of 1978
         (11 U.S.C. ss.ss.101-1330), as amended or supplemented from time to
         time, and any successor statute, and all of the rules issued or
         promulgated in connection therewith.

                  "Business Day" shall have the meaning ascribed thereto in the
         Loan Agreement.

                  "Chief Executive Office" shall mean the place where Pledgor
         manages the main part of its business operations or other affairs.

                  "Code" shall mean the California Uniform Commercial Code, as
         amended from time to time.


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                  "Collateral" shall mean all of Pledgor's personal property and
fixtures, including each of the following:

                  (a)      all of its Accounts (as defined in the Code),

                  (b)      all of its and Borrower's now owned or hereafter
                           acquired books and records, including all information
                           that is inscribed on a tangible medium or which is
                           stored in an electronic or other medium and is
                           retrievable in perceivable form indicating,
                           summarizing, or evidencing its assets (including the
                           Collateral) or liabilities, and all of its goods or
                           General Intangibles (as defined in the Code) related
                           to such information (collectively, "Books"),

                  (c)      all of its commercial tort claims, described on
                           Schedule A attached hereto,

                  (d)      all of its Deposit Accounts (as defined in the Code),

                  (e)      all of its Equipment (as defined in the Code),

                  (f)      all of its General Intangibles (as defined in the
                           Code),

                  (g)      all of its Inventory (as defined in the Code),

                  (h)      all of its Investment Property (as defined in the
                           Code), including all of its Pledged Collateral and
                           Securities Accounts (as defined in the Code),

                  (i)      letters of credit, letter-of-credit rights,
                           instruments, promissory notes, drafts, documents, and
                           chattel paper (including electronic chattel paper and
                           tangible chattel paper) (collectively, "Negotiable
                           Collateral"),

                  (j)      all of its letter-of-credit rights or secondary
                           obligations that support the payment or performance
                           of an Account, chattel paper, document, General
                           Intangible, instrument or Investment Property,

                  (k)      money or other assets of Pledgor that now or
                           hereafter come into the possession, custody, or
                           control of Secured Party, and

                  (l)      the proceeds and products, whether tangible or
                           intangible, of any of the foregoing, including
                           proceeds of insurance covering any or all of the
                           foregoing, and any and all Accounts, Books, Deposit
                           Accounts, Equipment, General Intangibles, Inventory,
                           Investment Property, Negotiable Collateral, real
                           property, Supporting Obligations, money, or other
                           tangible or intangible property resulting from the
                           sale, exchange, collection, or other disposition of
                           any of the foregoing, or any portion thereof or
                           interest therein, and the proceeds thereof.


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                  "Event of Default" shall have the meaning ascribed thereto in
         Section 9 of this Agreement.

                  "Future Rights" shall mean: (a) all shares of, all securities
         convertible or exchangeable into, and all warrants, options or other
         rights to purchase shares of stock or partnership interests, membership
         interests or other ownership interests and (b) the certificates or
         instruments representing such additional shares, convertible or
         exchangeable securities, warrants, and other rights and all dividends,
         cash, options, warrants, rights, instruments, and other property or
         proceeds from time to time received, receivable, or otherwise
         distributed in respect of or in exchange for any or all of such shares
         and other interests.

                  "Holder" and "Holders" shall have the meanings ascribed
         thereto in Section 3 of this Agreement.

                  "Issuer" shall mean the party issuing any Pledged Shares or
         Future Rights, and shall also mean any successors thereto, whether by
         merger or otherwise.

                  "Lien" shall mean any lien, mortgage, pledge, assignment
         (including any assignment of rights to receive payments of money),
         security interest, charge, or encumbrance of any kind (including any
         conditional sale or other title retention agreement, any lease in the
         nature thereof, or any agreement to give any security interest).

                  "Loan Documents" shall have the meaning ascribed thereto in
         the Loan Agreement.

                  "Obligations" shall have the meaning ascribed thereto in the
         Loan Agreement.

                  "Permitted Discretion" shall have the meaning ascribed thereto
         in the Loan Agreement.

                  "Permitted Liens" shall have the meaning ascribed thereto in
         the Loan Agreement.

                  "Person" shall have the meaning ascribed thereto in the Loan
         Agreement.

                  "Pledged Collateral" shall mean shall mean the Pledged Shares,
         the Future Rights, and the Proceeds, collectively.

                  "Pledged Shares" shall mean the shares, membership interests,
         units, partnership interests, and other equivalents, now owned or
         hereafter acquired by Pledgor, including, without limitation, those
         listed on Schedule B attached hereto and hereby incorporated herein.

                  "Proceeds" shall mean all proceeds (including proceeds of
         proceeds) of the Pledged Shares and Future Rights including all: (a)
         rights, benefits, distributions, premiums, profits, dividends,
         interest, cash, instruments, documents of title, Accounts, contract


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         rights, Inventory, Equipment, General Intangibles, Deposit Accounts,
         chattel paper, and other property from time to time received,
         receivable, or otherwise distributed in respect of or in exchange for,
         or as a replacement of or a substitution for, any of the Pledged
         Shares, Future Rights, or proceeds thereof (including any cash, stock,
         or other securities or instruments issued after any recapitalization,
         readjustment, reclassification, merger or consolidation with respect to
         the Issuers and any claims against securities intermediaries under
         ss.8511 of the Code or otherwise); (b) "proceeds," as such term is
         defined in ss.9102 of the Code; (c) proceeds of any insurance,
         indemnity, warranty, or guaranty (including guaranties of delivery)
         payable from time to time with respect to any of the Pledged Shares,
         Future Rights, or proceeds thereof; (d) payments (in any form
         whatsoever) made or due and payable to the Pledgor from time to time in
         connection with any requisition, confiscation, condemnation, seizure or
         forfeiture of all or any part of the Pledged Shares, Future Rights, or
         proceeds thereof; and (e) other amounts from time to time paid or
         payable under or in connection with any of the Pledged Shares, Future
         Rights, or proceeds thereof.

                  "Secured Party" shall have the meaning ascribed thereto in the
         preamble to this Agreement.

                  "Securities Act" shall have the meaning ascribed thereto in
         Section 10(b) of this Agreement.

                  "Subsidiary" shall have the meaning ascribed thereto in the
         Loan Agreement.

All initially capitalized terms used herein and not otherwise defined shall have
the meaning ascribed thereto in the Loan Agreement.

                  (b)      Construction.

                           (i)      Unless the context of this Agreement clearly
                  requires otherwise, references to the plural includes the
                  singular and to the singular include the plural, the part
                  include the whole, the term "including" is not limiting, and
                  the term "or" has, except where otherwise indicated, the
                  inclusive meaning represented by the phrase "and/or." The
                  words "hereof," "herein," thereby," "hereunder," and other
                  similar terms in this Agreement refer to this Agreement as a
                  whole and not exclusively to any particular provision of this
                  Agreement. Article, section, subsection, exhibit, and schedule
                  references are to this Agreement unless otherwise specified.
                  All of the exhibits or schedules attached to this Agreement
                  shall be deemed incorporated herein by reference. Any
                  reference to any of the following documents includes any and
                  all alterations, amendments, extensions, modifications,
                  renewals, or supplements thereto or thereof, as applicable:
                  this Agreement, the Loan Agreement, and any of the other Loan
                  Documents.

                           (ii)     Neither this Agreement nor any uncertainty
                  or ambiguity herein shall be construed or resolved against
                  Secured Party or Pledgor, whether under any rule of
                  construction or otherwise. On the contrary, this Agreement has
                  been reviewed by both of the parties and their respective


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                  counsel and shall be construed and interpreted according to
                  the ordinary meaning of the words used so as to fairly
                  accomplish the purposes and intentions of the parties hereto.

                           (iii)    In the event of any direct conflict between
                  the express terms and provisions of this Agreement and of the
                  Loan Agreement, the terms and provisions of the Loan Agreement
                  shall control.

         2.       Grant of Security Interest and Pledge. As security for the
prompt payment and performance of (collectively, the "Secured Obligations"):

                  (i)      the Obligations owing by Borrower when due, whether
                           at stated maturity, by acceleration or otherwise
                           (including amounts that would become due but for the
                           operation of the automatic stay under ss.362(a) of
                           the Bankruptcy Code),

                  (ii)     any other liabilities or obligations of Borrower
                           pursuant to the Loan Agreement or any of the other
                           Loan Documents (including amounts that would become
                           due but for the operation of the automatic stay under
                           ss.362(a) of the Bankruptcy Code); and

                  (iii)    the liabilities and obligations of the Pledgor under
                           this Agreement or any of the other Loan Documents,

the Pledgor hereby pledges, grants, transfers, and assigns to Secured Party, for
the benefit of Secured Party and the Bank Product Providers, a security interest
in all of Pledgor's now owned or hereafter acquired right, title, and interest
in and to the Collateral.

         3.       Delivery and Registration of Pledged Collateral.

                  (a)      All certificates or instruments representing or
         evidencing the Pledged Collateral shall be promptly delivered by the
         Pledgor to Secured Party or Secured Party's designee pursuant hereto at
         a location designated by Secured Party and shall be held by or on
         behalf of Secured Party pursuant hereto, and shall be in suitable form
         for transfer by delivery, or shall be accompanied by duly executed
         instruments of transfer or assignment in blank, all in form and
         substance satisfactory to Secured Party.

                  (b)      The Secured Party shall have the right, at any time
         during the continuance of an Event of Default, to transfer to or to
         register on the books of the Issuers (or of any other Person
         maintaining records with respect to the Pledged Collateral) in the name
         of Secured Party or any of its nominees any or all of the Pledged
         Collateral. In addition, Secured Party shall have the right at any time
         to exchange certificates or instruments representing or evidencing
         Pledged Collateral for certificates or instruments of smaller or larger
         denominations.

                  (c)      If, at any time and from time to time, any Pledged
         Collateral (including any certificate or instrument representing or
         evidencing any Pledged Collateral) is in the possession of a Person
         other than Secured Party or Pledgor (a "Holder"), then Pledgor shall
         immediately, at Secured Party's option, either cause such Pledged


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         Collateral to be delivered into Secured Party's possession, or execute
         and deliver to such Holder a written notification/instruction, and take
         all other steps necessary to perfect the security interest of Secured
         Party in such Pledged Collateral, including obtaining from such Holder
         a written acknowledgment that such Holder holds such Pledged Collateral
         for Secured Party, all pursuant to ss.ss.9313 and 9328 of the Code or
         other applicable law governing the perfection of Secured Party's
         security interest in the Pledged Collateral in the possession of such
         Holder. Each such notification/instruction and acknowledgment shall be
         in form and substance satisfactory to Secured Party.

                  (d)      If at any time and from time to time any Pledged
         Collateral consists of an uncertificated security or a security in book
         entry form, then Pledgor shall immediately cause such Pledged
         Collateral to be registered or entered, as the case may be, in the name
         of Secured Party, or otherwise cause Secured Party's security interest
         thereon to be perfected in accordance with applicable law.

         4.       Voting Rights and Dividends.

                  (a)      So long as no Event of Default shall have occurred
         and be continuing, Pledgor shall be entitled to exercise any and all
         voting and other consensual rights pertaining to the Pledged Collateral
         or any part thereof for any purpose not inconsistent with the terms of
         the Loan Agreement and shall be entitled to receive and retain any cash
         dividends or distributions paid in respect of the Pledged Collateral.

                  (b)      Upon the occurrence and during the continuance of an
         Event of Default, all rights of Pledgor to exercise the voting and
         other consensual rights or receive and retain cash dividends or
         distributions which it would otherwise be entitled to exercise or
         receive and retain, as applicable pursuant to Section 4(a) shall cease,
         and all such rights shall thereupon become vested in Secured Party, who
         shall thereupon have the sole right to exercise such voting or other
         consensual rights and to receive and retain such cash dividends and
         distributions. Pledgor shall execute and deliver (or cause to be
         executed and delivered) to Secured Party all such proxies and other
         instruments as Secured Party may request for the purpose of enabling
         Secured Party to exercise the voting and other rights which it is
         entitled to exercise pursuant to this Section 4(b).

         5.       Representations and Warranties.  Pledgor represents, warrants,
and covenants as follows:

                  (a)      Pledgor's (i) chief executive office is located in
         the state identified on Schedule C attached hereto; (ii) state of
         organization is the state identified in the first paragraph of this
         Agreement and (iii) exact legal name is as set forth in the first
         paragraph of this Agreement;

                  (b)      All information herein or hereafter supplied to
         Secured Party by or on behalf of Pledgor in writing with respect to the
         Collateral is, or in the case of information hereafter supplied will
         be, accurate and complete in all material respects;

                  (c)      The Pledgor is and will be the sole legal and
         beneficial owner of the Collateral (including the Pledged Shares as set
         forth in Schedule B attached hereto and all other Collateral acquired


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         by Pledgor after the date hereof) free and clear of any adverse claim,
         Lien, or other right, title, or interest of any party except for
         Permitted Liens and such Liens as are set forth on Schedule D attached
         hereto;

                  (d)      This Agreement, and either (i) the filing of a
         financing statement with the Secretary of State of Delaware naming the
         Pledgor as debtor and Secured Party as secured party and describing as
         collateral the Pledged Shares, or (ii) the delivery to Secured Party of
         the Pledged Shares representing Collateral (or the delivery to all
         Holders of the Pledged Shares representing Collateral of the
         notification/instruction referred to in Section 3 of this Agreement),
         creates a valid, perfected, and first priority security interest in all
         of the Pledged Shares in favor of Secured Party securing payment and
         performance of the Secured Obligations, and all actions necessary to
         achieve such perfection have been duly taken;

                  (e)      Schedule B attached hereto is true and correct and
         complete in all material respects; without limiting the generality of
         the foregoing: (i) all the Pledged Shares are in certificated form,
         except as otherwise noted on Schedule B attached hereto, and, except to
         the extent registered in the name of Secured Party or its nominee
         pursuant to the provisions of this Agreement, are registered in the
         name of Pledgor; and (ii) the Pledged Shares as to each of the Issuers
         constitute at least the percentage of all the fully diluted issued and
         outstanding shares of stock or units or membership interests of such
         Issuer as set forth in Schedule B attached hereto;

                  (f)      There are no presently existing Future Rights or
         Proceeds owned by Pledgor, except as set forth in Schedule E attached
         hereto;

                  (g)      The Pledged Shares have been duly authorized and
         validly issued and are fully paid and nonassessable;

                  (h)      Neither the pledge of the Collateral pursuant to this
         Agreement nor the extensions of credit represented by the Obligations
         violates Regulation T, U or X of the Board of Governors of the Federal
         Reserve System;

                  (i)      There are no restrictions upon the voting rights or
         the transfer of all or any of the Pledged Collateral existing on the
         date hereof (other than may appear on the face of any certificate or
         instrument evidencing such Pledged Collateral or as may be imposed by
         the Securities Act, or any other state or local authorities) and
         Pledgor has the right to vote, pledge, grant a security interest in and
         otherwise transfer the Pledged Collateral free of any encumbrances
         (other than applicable restrictions imposed by any state or local
         authorities, or federal or state securities laws or regulations); and

                  (j)      Pledgor has taken all steps necessary or appropriate
         to be informed on a continuing basis of changes or potential changes
         affecting the Pledged Collateral (including rights of conversion and
         exchange, rights to subscribe, payment of dividends, reorganizations or
         recapitalization, tender offers and voting rights), and Pledgor agrees
         that Secured Party shall have no responsibility or liability for
         informing Pledgor of any such changes or potential changes or for
         taking any action or omitting to take any action with respect thereto.


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         6.       Further Assurances.

                  (a)      Pledgor agrees that from time to time, at the expense
         of Pledgor, Pledgor will promptly execute and deliver all further
         instruments and documents, and take all further action that may be
         necessary or that Secured Party may request in the exercise of its
         Permitted Discretion, in order to perfect and protect any security
         interest granted or purported to be granted hereby or to enable Secured
         Party to exercise and enforce its rights and remedies hereunder with
         respect to any Collateral. Without limiting the generality of the
         foregoing, if requested by Secured Party, Pledgor will: (i) mark
         conspicuously each of its records pertaining to the Collateral with a
         legend, in form and substance satisfactory to Secured Party, indicating
         that such Collateral is subject to the security interest granted
         hereby; (ii) file such financing or continuation statements, or
         amendments thereto, and such other instruments or notices, as may be
         necessary or desirable, or as Secured Party may request in the exercise
         of Permitted Discretion, in order to perfect and preserve the security
         interests granted or purported to be granted hereby; (iii) as more
         fully set forth in the Loan Agreement, allow inspection of the
         Collateral by Secured Party or Persons designated by Secured Party; and
         (iv) appear in and defend any action or proceeding that may affect
         Pledgor's title to or Secured Party's security interest in the
         Collateral.

                  (b)      Pledgor hereby authorizes Secured Party to file one
         or more financing or continuation statements, and amendments thereto,
         relative to all or any part of the Collateral without the signature of
         Pledgor where permitted by law. A carbon, photographic, or other
         reproduction of this Agreement or any financing statement covering the
         Collateral or any part thereof shall be sufficient as a financing
         statement where permitted by law.

                  (c)      Pledgor will furnish to Secured Party, upon the
         request of Secured Party: (i) a certificate executed by an authorized
         officer of Pledgor, and dated as of the date of delivery to Secured
         Party, itemizing in such detail as Secured Party may request in the
         exercise of Permitted Discretion, the Pledged Collateral which, as of
         the date of such certificate, has been delivered to Secured Party by
         Pledgor pursuant to the provisions of this Agreement; and (ii) such
         statements and schedules and supplements to statements and schedules
         further identifying and describing the Pledged Collateral and such
         other reports in connection with the Pledged Collateral as Secured
         Party may request in the exercise of Permitted Discretion, from time to
         time.

         7.       Covenants of Pledgor.  Pledgor shall:

                  (a)      Pledgor will use all commercially reasonable efforts
         to defend the Collateral against all claims and demands of all Persons
         at any time claiming any interest therein;


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                  (b)      Pledgor will not sell or offer to sell or otherwise
         assign, transfer or dispose of the Pledged Collateral or any interest
         therein, without the prior written consent of Secured Party;

                  (c)      Pledgor will keep the Collateral free from any
         adverse Lien, security interest or encumbrance except for Permitted
         Liens and such Liens as are set forth on Schedule D attached hereto;

                  (d)      At all times keep at least one complete set of
         records concerning substantially all of the Collateral at its Chief
         Executive Office as set forth in Schedule C hereto, and not change the
         location of its Chief Executive Office or such records without giving
         Secured Party at least thirty (30) days' prior written notice thereof;

                  (e)      Pledgor will promptly pay any and all taxes,
         assessments and governmental charges upon the Collateral prior to the
         date penalties are attached thereto, except in the case of Permitted
         Protests (as defined in the Loan Agreement);

                  (f)      To the extent it may lawfully do so, use all
         reasonable efforts to prevent the Issuers from issuing Future Rights or
         Proceeds, provided however, that this provision shall not apply to the
         Issuer's issuance of Future Rights or Proceeds as distributions for the
         payment of taxes, as permitted in the Loan Agreement;

                  (g)      Upon receipt by Pledgor of any material report, or
         other material communication from any of the Issuers or any Holder
         relating to an adverse event or occurrence with regard to all or any
         part of the Pledged Collateral, deliver such notice, report or other
         communication to Secured Party as soon as possible, but in no event
         later than five (5) Business Days following the receipt thereof by
         Pledgor; and

                  (h)      Not change the state of its organization and not
         change its limited liability company name without providing Secured
         Party with thirty (30) days' prior written notice.

         8.       Secured Party as Pledgor's Attorney-in-Fact.

                  (a)      Pledgor hereby irrevocably appoints Secured Party as
         Pledgor's attorney-in-fact, with full authority in the place and stead
         of Pledgor and in the name of Pledgor, Secured Party or otherwise, from
         time to time at Secured Party's discretion, to take any action and to
         execute any instrument that Secured Party may, in the exercise of
         Permitted Discretion, deem necessary or advisable to accomplish the
         purposes of this Agreement, including: (i) after the occurrence and
         during the continuance of an Event of Default, to receive, endorse, and
         collect all instruments made payable to Pledgor representing any
         dividend, interest payment or other distribution in respect of the
         Pledged Collateral or any part thereof to the extent permitted
         hereunder and to give full discharge for the same and to execute and
         file governmental notifications and reporting forms relating to such
         instruments; (ii) to issue any notifications/instructions Secured
         Party, in the exercise of Permitted Discretion, deems necessary
         pursuant to Section 3 of this Agreement; or (iii) during the
         continuance of an Event of Default, to arrange for the transfer of the


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         Pledged Collateral on the books of any of the Issuers or any other
         Person to the name of Secured Party or to the name of Secured Party's
         nominee.

                  (b)      In addition to the designation of Secured Party as
         Pledgor's attorney-in-fact in subsection (a), Pledgor hereby
         irrevocably appoints Secured Party as Pledgor's agent and
         attorney-in-fact during the continuance of an Event of Default, to
         make, execute and deliver any and all documents and writings which may
         be necessary or appropriate for approval of, or be required by, any
         regulatory authority located in any city, county, state or country
         where Pledgor or any of the Issuers engage in business, in order to
         transfer or to more effectively transfer any of the Pledged Shares or
         otherwise enforce Secured Party's rights hereunder.

         9.       Events of Default. The occurrence of any of the following
shall, at the option of Secured Party constitute an Event of Default:

                  (a)      Any default or Event of Default (as defined in the
         Loan Agreement) under the Loan Agreement or any of the Obligations;

                  (b)      Pledgor's failure to comply with any of the
         provisions of, or the incorrectness in any material respect of any
         representation or warranty contained in this Agreement;

                  (c)      Transfer or disposition of any of the Collateral in
         violation of the terms of this Agreement;

                  (d)      Attachment, execution or levy on any of the
         Collateral;

                  (e)      Secured Party shall receive at any time any
         information indicating that Secured Party's security interest in the
         Collateral is not prior to all other Liens.

         10.      Remedies upon Default. Upon the occurrence and during the
continuance of an Event of Default:

                  (a)      Secured Party may exercise in respect of the
         Collateral, in addition to other rights and remedies provided for
         herein or otherwise available to it, all the rights and remedies of a
         secured party on default under the Code (irrespective of whether the
         Code applies to the affected items of Collateral), and Secured Party
         may also without notice (except as specified below) sell the Collateral
         or any part thereof in one or more parcels at public or private sale,
         at any exchange, broker's board or at any of Secured Party's offices or
         elsewhere, for cash, on credit or for future delivery, at such time or
         times and at such price or prices and upon such other terms as Secured
         Party may, in the exercise of Permitted Discretion, deem commercially
         reasonable, irrespective of the impact of any such sales on the market
         price of the Collateral. To the maximum extent permitted by applicable
         law, Secured Party may be the purchaser of any or all of the Collateral
         at any such sale and shall be entitled, for the purpose of bidding and
         making settlement or payment of the purchase price for all or any
         portion of the Collateral sold at any such public sale, to use and
         apply all or any part of the Secured Obligations as a credit on account
         of the purchase price of any Collateral payable at such sale. Each


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         purchaser at any such sale shall hold the property sold absolutely free
         from any claim or right on the part of Pledgor, and Pledgor hereby
         waives (to the extent permitted by law) all rights of redemption, stay,
         or appraisal that it now has or may at any time in the future have
         under any rule of law or statute now existing or hereafter enacted.
         Pledgor agrees that, to the extent notice of sale shall be required by
         law, at least ten (10) calendar days' notice to Pledgor of the time and
         place of any public sale or the time after which a private sale is to
         be made shall constitute reasonable notification. Secured Party shall
         not be obligated to make any sale of Collateral regardless of notice of
         sale having been given. Secured Party may adjourn any public or private
         sale from time to time by announcement at the time and place fixed
         therefor, and such sale may, without further notice, be made at the
         time and place to which it was so adjourned. To the maximum extent
         permitted by law, Pledgor hereby waives any claims against Secured
         Party arising because the price at which any Collateral may have been
         sold at such a private sale was less than the price that might have
         been obtained at a public sale, even if Secured Party accepts the first
         offer received and does not offer such Collateral to more than one
         offeree.

                  (b)      Pledgor hereby acknowledges that the sale by Secured
         Party of any Collateral pursuant to the terms hereof in compliance with
         the Securities Act of 1933 as now in effect or as hereafter amended, or
         any similar statute hereafter adopted with similar purpose or effect
         (the "Securities Act"), as well as applicable "Blue Sky" or other state
         securities laws may require strict limitations as to the manner in
         which Secured Party or any subsequent transferee of the Collateral may
         dispose thereof. Pledgor acknowledges and agrees that in order to
         protect Secured Party's interest it may be necessary to sell the
         Collateral at a price less than the maximum price attainable if a sale
         were delayed or were made in another manner, such as a public offering
         under the Securities Act. Pledgor has no objection to sale in such a
         manner and agrees that such a sale shall not, solely by reason thereof,
         be deemed to be commercially unreasonable. Without limiting the
         generality of the foregoing, Pledgor agrees that, upon the occurrence
         and during the continuation of an Event of Default, Secured Party may,
         subject to applicable law, from time to time, attempt to sell all or
         any part of the Collateral by a private placement, restricting the
         bidders and prospective purchasers to those who will represent and
         agree that they are purchasing for investment only and not for
         distribution. In so doing, Secured Party may solicit offers to buy the
         Collateral or any part thereof for cash, from a limited number of
         investors deemed by Secured Party to be institutional investors or
         other responsible parties who might be interested in purchasing the
         Collateral. If Secured Party shall solicit such offers, then the
         acceptance by Secured Party of one of the offers shall be deemed to be
         a commercially reasonable method of disposition of the Collateral.

         Pledgor acknowledges that there is no adequate remedy at law for
failure by it to comply with the provisions of this Section and that such
failure would not be adequately compensable in damages, and therefore agrees
that its agreements contained in this Section may be specifically enforced.
Secured Party may comply with any applicable state or federal law requirements
in connection with a disposition of the Collateral and compliance will not be
considered adversely to affect the commercial reasonableness of any sale of the
Collateral.


SECURITY AND PLEDGE AGREEMENT-Page-11
-----------------------------
<PAGE>

         11.      Secured Party; Duties; Standard of Care. The powers conferred
on Secured Party hereunder are solely to protect its interests in the Collateral
and shall not impose on it any duty to exercise such powers. Except as provided
in ss.9207 of the Code, Secured Party shall have no duty as to the Collateral or
any responsibility for taking any necessary steps to preserve rights against any
Persons with respect to any Collateral.

         12.      Choice of Law. THE VALIDITY OF THIS AGREEMENT, ITS
CONSTRUCTION, INTERPRETATION AND ENFORCEMENT, AND THE RIGHTS OF THE PARTIES
HERETO, SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, EXCEPT TO THE EXTENT THAT THE
UNIFORM COMMERCIAL CODE OF CALIFORNIA PROVIDES FOR THE APPLICATION OF THE LAW OF
PLEDGOR'S STATE OF REGISTRATION.

         13.      Amendments; etc. No amendment or waiver of any provision of
this Agreement nor consent to any departure herefrom, shall in any event be
effective unless the same shall be in writing and signed by the parties hereto,
and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given. No failure on the part of any
party to exercise, and no delay in exercising any right under this Agreement,
the Loan Agreement, or otherwise with respect to any of the Secured Obligations,
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right under this Agreement, the Loan Agreement, or otherwise with respect to
any of the Secured Obligations preclude any other or further exercise thereof or
the exercise of any other right. The remedies herein provided in this Agreement
or otherwise with respect to any of the Secured Obligations are cumulative and
not exclusive of any remedies provided by law.

14.      Notices. Unless otherwise provided in this Agreement or in the Loan
Agreement, all notices or demands by Secured Party or Pledgor to the other party
relating to this Agreement or any other Loan Document shall be in writing and
shall be personally delivered or sent by registered or certified mail (postage
prepaid, return receipt requested), overnight courier, electronic mail (at such
email addresses as Secured Party or Pledgor, as applicable, may designate to
each other in accordance herewith), or telefacsimile to its address set forth
below:

             If to Pledgor:         VELOCITY ASSET MANAGEMENT, INC.
                                    48 S. Franklin Turnpike
                                    Ramsey, NJ  07446
                                    Attn: John Kleinert
                                    Fax No.:  732-556-0365

             with copies to:        Ragan & Ragan, P.C.
                                    3100 Route 138 West
                                    Brinley Plaza, Bldg. One
                                    Wall, NJ  07719
                                    Attn:  W. Peter Ragan, Sr.
                                    Fax No.:  732-280-4108


SECURITY AND PLEDGE AGREEMENT-Page-12
-----------------------------
<PAGE>

             If to Lender:          WELLS FARGO FOOTHILL, INC.
                                    2450 Colorado Avenue
                                    Suite 3000 West
                                    Santa Monica, California  90404
                                    Attn: Lender Finance Division Manager
                                    Fax No. 310-453-7413

                                    WELLS FARGO FOOTHILL, INC.
                                    13727 Noel Road, Suite 1020
                                    Dallas, Texas  75240
                                    Attn: Loan Portfolio Manager--Velocity
                                           Investments
                                    Fax No. 972-387-5775

             with copies to:        Hughes & Luce, L.L.P.
                                    1717 Main Street, Suite 2800
                                    Dallas, TX  75230
                                    Attn:  Gary G. Null
                                    Fax No.: 214-939-5849

Secured Party or Pledgor may change the address at which they are to receive
notices hereunder, by notice in writing in the foregoing manner given to the
other party. All notices or demands sent in accordance with this Section 14,
other than notices by Secured Party in connection with enforcement rights
against the Collateral under the provisions of the Code, shall be deemed
received on the earlier of the date of actual receipt or 3 Business Days after
the deposit thereof in the mail. Pledgor acknowledges and agrees that notices
sent by Secured Party in connection with the exercise of enforcement rights
against the Collateral under the provisions of the Code shall be deemed sent
when deposited in the mail or personally delivered, or, where permitted by law,
transmitted by telefacsimile or any other method set forth above.

         15.      Continuing Security Interest. This Agreement shall create a
continuing security interest in the Collateral and shall: (i) remain in full
force and effect until the indefeasible payment in full of the Obligations,
including the cash collateralization, expiration, or cancellation of all
Obligations consisting of L/Cs, and the full and final termination of any
commitment to extend any financial accommodations under the Loan Agreement; (ii)
be binding upon Pledgor, its successors and assigns, and all persons who become
bound as a debtor to this Agreement; and (iii) inure to the benefit of Secured
Party and its Assignees. Upon the indefeasible payment in full of the
Obligations, including the cash collateralization, expiration or cancellation of
all Obligations consisting of L/Cs and the full and final termination of any
commitment to extend any financial accommodations under the Loan Agreement, the
security interests granted hereby shall automatically terminate and all rights
to the Collateral shall revert to Pledgor. Upon any such termination, Secured
Party will, at Pledgor's expense, return to Pledgor all certificates and other
evidences of Collateral, and execute and deliver to Pledgor such documents as
Pledgor shall reasonably request to evidence such termination. Such documents
shall be prepared by Pledgor and shall be in form and substance satisfactory to
Secured Party in the exercise of Permitted Discretion.


SECURITY AND PLEDGE AGREEMENT-Page-13
-----------------------------
<PAGE>

         16.      Security Interest Absolute. To the maximum extent permitted by
law, all rights of Secured Party and security interests hereunder, and all
obligations of the Pledgor hereunder, shall be absolute and unconditional
irrespective of:

                  (a)      any lack of validity or enforceability of any of the
         Secured Obligations or any other agreement or instrument relating
         thereto, including the Loan Agreement or any of the other Loan
         Documents;

                  (b)      any change in the time, manner or place of payment
         of, or in any other term of, all or any of the Secured Obligations, or
         any other amendment or waiver of or any consent to any departure from
         the Loan Agreement or any of the other Loan Documents, or any other
         agreement or instrument relating thereto;

                  (c)      any exchange, release or non-perfection of any other
         collateral, or any release or amendment or waiver of or consent to
         departure from any guaranty for all or any of the Secured Obligations;
         or

                  (d)      any other circumstances that might otherwise
         constitute a defense available to, or a discharge of, Pledgor.

To the maximum extent permitted by law, Pledgor hereby waives any right to
require Secured Party to pursue any other remedy in Secured Party's power
whatsoever. Pledgor waives any right it may have to require Secured Party to
pursue any third person for any of the Secured Obligations.

         17.      Headings. Section and subsection headings in this Agreement
are included herein for convenience of reference only and shall not constitute a
part of this Agreement or be given any substantive effect.

         18.      Severability. In case any provision in or obligation under
this Agreement shall be invalid, illegal or unenforceable in any jurisdiction,
the validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

         19.      Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same Agreement.

         20.      Waiver of Marshaling. Each of Pledgor and Secured Party
acknowledges and agrees that in exercising any rights under or with respect to
the Collateral: (i) Secured Party is under no obligation to marshal any
collateral pledged to it; (ii) may, in its absolute discretion, realize upon
such Collateral in any order and in any manner it so elects; and (iii) Secured
Party will apply the proceeds of any or all of such Collateral to the
obligations secured by the Collateral in the order and manner provided in the
Loan Agreement. Pledgor and Secured Party waive any right to require the
marshaling of any of the Collateral, including any right pursuant to ss.ss.2899
and 3433 of the California Civil Code.


SECURITY AND PLEDGE AGREEMENT-Page-14
-----------------------------
<PAGE>

         21.      Waiver of Jury Trial. PLEDGOR AND SECURED PARTY HEREBY WAIVE
THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF ANY OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. PLEDGOR AND SECURED PARTY
REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY
WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE
EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT
TO A TRIAL BY THE COURT.

                  [Remainder of page intentionally left blank.]




SECURITY AND PLEDGE AGREEMENT-Page-15
-----------------------------
<PAGE>

         IN WITNESS WHEREOF, Pledgor and Secured Party have caused this
Agreement to be duly executed and delivered by their officers thereunto duly
authorized as of the date first above written.

VELOCITY ASSET MANAGEMENT, INC.,
a Delaware corporation


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



WELLS FARGO FOOTHILL, INC.,
a California corporation


By: /s/ RYAN WATSON
    -----------------------------------
Name:   Ryan Watson
      ---------------------------------
Title:  Assistant Vice President
       --------------------------------



SECURITY AND PLEDGE AGREEMENT-Signature Page
-----------------------------
<PAGE>

                                   SCHEDULE A
                                   ----------

                                       TO

                          SECURITY AND PLEDGE AGREEMENT
                          -----------------------------

                             COMMERCIAL TORT CLAIMS
                             ----------------------



                                     -None-



Schedule A Page-1
----------
<PAGE>

                                   SCHEDULE B
                                   ----------

                                       TO

                          SECURITY AND PLEDGE AGREEMENT
                          -----------------------------

                                 Pledged Shares
                                 --------------

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------------
                                       NUMBER OF
                                       ---------
         ISSUER         ORGANIZED       SHARES/       CLASS       CERTIFICATE                OWNER               PERCENTAGE
         ------         ---------       -------       -----       -----------                -----               ----------
                            IN           UNITS                     NUMBER(S)                                       OWNED
                            --           -----                     ---------                                       -----
---------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                         <C>                            <C>                              <C>
TLOP ACQUISITION        New Jersey                  Membership                     Velocity Asset Management,       100%
COMPANY, L.L.C.                                      Interest                      Inc.
---------------------------------------------------------------------------------------------------------------------------
</TABLE>



Schedule B Page-1
----------
<PAGE>

                                   SCHEDULE C
                                   ----------

                                       TO

                          SECURITY AND PLEDGE AGREEMENT
                          -----------------------------

Address of Chief Executive Office of Pledgor:

                  48 S. Franklin Turnpike
                  Ramsey, New Jersey 07446



Schedule C Page-1
----------
<PAGE>

                                   SCHEDULE D
                                   ----------

                                       TO

                          SECURITY AND PLEDGE AGREEMENT
                          -----------------------------

                                 Permitted Liens
                                 ---------------



                                      NONE



Schedule D Page-1
----------
<PAGE>

                                   SCHEDULE E
                                   ----------

                                       TO

                          SECURITY AND PLEDGE AGREEMENT
                          -----------------------------

                       Existing Future Rights and Proceeds
                       -----------------------------------


None



Schedule E Page-1
----------