EXHIBIT 4.2

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES.

                          COMMON STOCK PURCHASE WARRANT

                  To Purchase 200,000 Shares of Common Stock of

                         VELOCITY ASSET MANAGEMENT INC.

         THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for
value received, DKR Soundshore Oasis Holding Fund Ltd. (the "Holder"), is
entitled, upon the terms and subject to the limitations on exercise and the
conditions hereinafter set forth, at any time on or after the earlier of the 6
month anniversary of the completion of the Secondary Offering and the 9 month
anniversary of the date of the Purchase Agreement (the "Initial Exercise Date")
and on or prior to the close of business on the 5 year anniversary of the
Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe
for and purchase from Velocity Asset Management Inc., a Delaware corporation
(the "Company"), up to 200,000 shares (the "Warrant Shares") of Common Stock,
par value $.001 per share, of the Company (the "Common Stock"). The purchase
price of one share of Common Stock under this Warrant shall be equal to the
Exercise Price, as defined in Section 2(b).

         Section 1.  Definitions. Capitalized terms used and not otherwise
defined herein shall have the meanings set forth in that certain Securities
Purchase Agreement (the "Purchase Agreement"), dated October 27, 2005, among the
Company and the purchasers signatory thereto.

         Section 2.  Exercise.
         ---------   --------

                  a)       Exercise of Warrant. Exercise of the purchase rights
         represented by this Warrant may be made, in whole or in part, at any
         time or times on or after the Initial Exercise Date and on or before
         the Termination Date by delivery to the Company of a duly executed
         facsimile copy of the Notice of Exercise Form annexed hereto (or such
         other office or agency of the Company as it may designate by notice in
         writing to the registered Holder at the address of such Holder

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         appearing on the books of the Company); provided, however, such
         exercise must be for a minimum of 5,000 shares; provided, further,
         however, within 5 Trading Days of the date said Notice of Exercise is
         delivered to the Company, if this Warrant is exercised in full, the
         Holder shall have surrendered this Warrant to the Company and the
         Company shall have received payment of the aggregate Exercise Price of
         the shares thereby purchased by wire transfer or cashier's check drawn
         on a United States bank. Notwithstanding anything herein to the
         contrary, the Holder shall not be required to physically surrender this
         Warrant to the Company until the Holder has purchased all of the
         Warrant Shares available hereunder and the Warrant has been exercised
         in full. Partial exercises of this Warrant resulting in purchases of a
         portion of the total number of Warrant Shares available hereunder shall
         have the effect of lowering the outstanding number of Warrant Shares
         purchasable hereunder in an amount equal to the applicable number of
         Warrant Shares purchased. The Holder and the Company shall maintain
         records showing the number of Warrant Shares purchased and the date of
         such purchases. The Company shall deliver any objection to any Notice
         of Exercise Form within 2 Business Days of receipt of such notice. In
         the event of any dispute or discrepancy, the records of the Holder
         shall be controlling and determinative in the absence of manifest
         error. The Holder and any assignee, by acceptance of this Warrant,
         acknowledge and agree that, by reason of the provisions of this
         paragraph, following the purchase of a portion of the Warrant Shares
         hereunder, the number of Warrant Shares available for purchase
         hereunder at any given time may be less than the amount stated on the
         face hereof.

                  b)       Exercise Price. The exercise price of the Common
         Stock under this Warrant shall be $3.10 subject to adjustment hereunder
         (the "Exercise Price").

                  c)       Cashless Exercise. If at any time after one year from
         the date of issuance of this Warrant there is no effective Registration
         Statement registering, or no current prospectus available for, the
         resale of the Warrant Shares by the Holder, then this Warrant may also
         be exercised at such time by means of a "cashless exercise" in which
         the Holder shall be entitled to receive a certificate for the number of
         Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)]
         by (A), where:

                  (A) = the VWAP on the Trading Day immediately preceding the
                        date of such election;

                  (B) = the Exercise Price of this Warrant, as adjusted; and

                  (X) = the number of Warrant Shares issuable upon exercise of
                        this Warrant in accordance with the terms of this
                        Warrant by means of a cash exercise rather than a
                        cashless exercise.

                  Notwithstanding anything herein to the contrary, on the
         Termination Date, this Warrant shall be automatically exercised via
         cashless exercise pursuant to this Section 2(c).

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                  d)       Holder's Restrictions. The Company shall not effect
         any exercise of this Warrant, and a Holder shall not have the right to
         exercise any portion of this Warrant, pursuant to Section 2(c) or
         otherwise, to the extent that after giving effect to such issuance
         after exercise, such Holder (together with such Holder's affiliates,
         and any other person or entity acting as a group together with such
         Holder or any of such Holder's affiliates), as set forth on the
         applicable Notice of Exercise, would beneficially own in excess of
         4.99% of the number of shares of the Common Stock outstanding
         immediately after giving effect to such issuance. For purposes of the
         foregoing sentence, the number of shares of Common Stock beneficially
         owned by such Holder and its affiliates shall include the number of
         shares of Common Stock issuable upon exercise of this Warrant with
         respect to which the determination of such sentence is being made, but
         shall exclude the number of shares of Common Stock which would be
         issuable upon (A) exercise of the remaining, nonexercised portion of
         this Warrant beneficially owned by such Holder or any of its affiliates
         and (B) exercise or conversion of the unexercised or nonconverted
         portion of any other securities of the Company (including, without
         limitation, any other Preferred Stock or Warrants) subject to a
         limitation on conversion or exercise analogous to the limitation
         contained herein beneficially owned by such Holder or any of its
         affiliates. Except as set forth in the preceding sentence, for purposes
         of this Section 2(d)(i), beneficial ownership shall be calculated in
         accordance with Section 13(d) of the Exchange Act and the rules and
         regulations promulgated thereunder, it being acknowledged by a Holder
         that the Company is not representing to such Holder that such
         calculation is in compliance with Section 13(d) of the Exchange Act and
         such Holder is solely responsible for any schedules required to be
         filed in accordance therewith. To the extent that the limitation
         contained in this Section 2(d) applies, the determination of whether
         this Warrant is exercisable (in relation to other securities owned by
         such Holder) and of which a portion of this Warrant is exercisable
         shall be in the sole discretion of a Holder, and the submission of a
         Notice of Exercise shall be deemed to be each Holder's determination of
         whether this Warrant is exercisable (in relation to other securities
         owned by such Holder) and of which portion of this Warrant is
         exercisable, in each case subject to such aggregate percentage
         limitation, and the Company shall have no obligation to verify or
         confirm the accuracy of such determination. In addition, a
         determination as to any group status as contemplated above shall be
         determined in accordance with Section 13(d) of the Exchange Act and the
         rules and regulations promulgated thereunder. For purposes of this
         Section 2(d), in determining the number of outstanding shares of Common
         Stock, a Holder may rely on the number of outstanding shares of Common
         Stock as reflected in (x) the Company's most recent Form 10-QSB or Form
         10-KSB, as the case may be, (y) a more recent public announcement by
         the Company or (z) any other notice by the Company or the Company's
         Transfer Agent setting forth the number of shares of Common Stock
         outstanding. Upon the written or oral request of a Holder, the Company
         shall within two Trading Days confirm orally and in writing to such
         Holder the number of shares of Common Stock then outstanding. In any
         case, the number of outstanding shares of Common Stock shall be
         determined after giving effect to the conversion or exercise of
         securities of the Company, including this Warrant, by such Holder or
         its affiliates since the date as of which such number of outstanding
         shares of Common Stock was reported. The provisions of this Section
         2(d) may be waived by such Holder, at the election of such Holder, upon
         not less than 61 days' prior notice to the Company, and the provisions

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         of this Section 2(d) shall continue to apply until such 61st day (or
         such later date, as determined by such Holder, as may be specified in
         such notice of waiver). The provisions of this paragraph shall be
         implemented in a manner otherwise than in strict conformity with the
         terms of this Section 2(d) to correct this paragraph (or any portion
         hereof) which may be defective or inconsistent with the intended 4.99%
         beneficial ownership limitation herein contained or to make changes or
         supplements necessary or desirable to properly give effect to such
         4.99% limitation. The limitations contained in this paragraph shall
         apply to a successor holder of this Warrant. The holders of Common
         Stock of the Company shall be third party beneficiaries of this Section
         2(d) and the Company may not waive this Section 2(d) without the
         consent of holders of a majority of its Common Stock.

         e)       Mechanics of Exercise.
                  ---------------------

                           i.       Authorization of Warrant Shares. The Company
                  covenants that all Warrant Shares which may be issued upon the
                  exercise of the purchase rights represented by this Warrant
                  will, upon exercise of the purchase rights represented by this
                  Warrant, be duly authorized, validly issued, fully paid and
                  nonassessable and free from all taxes, liens and charges in
                  respect of the issue thereof (other than taxes in respect of
                  any transfer occurring contemporaneously with such issue).

                           ii.      Delivery of Certificates Upon Exercise.
                  Certificates for shares purchased hereunder shall be
                  transmitted by the transfer agent of the Company to the Holder
                  by crediting the account of the Holder's prime broker with the
                  Depository Trust Company through its Deposit Withdrawal Agent
                  Commission ("DWAC") system if the Company is a participant in
                  such system, and otherwise by physical delivery to the address
                  specified by the Holder in the Notice of Exercise within 5
                  Trading Days from the delivery to the Company of the Notice of
                  Exercise Form, surrender of this Warrant (if required) and
                  payment of the aggregate Exercise Price as set forth above
                  ("Warrant Share Delivery Date"). This Warrant shall be deemed
                  to have been exercised on the date the Exercise Price is
                  received by the Company. The Warrant Shares shall be deemed to
                  have been issued, and Holder or any other person so designated
                  to be named therein shall be deemed to have become a holder of
                  record of such shares for all purposes, as of the date the
                  Warrant has been exercised by payment to the Company of the
                  Exercise Price and all taxes required to be paid by the
                  Holder, if any, pursuant to Section 2(e)(vii) prior to the
                  issuance of such shares, have been paid.

                           iii.    Delivery of New Warrants Upon Exercise. If
                  this Warrant shall have been exercised in part, the Company
                  shall, at the request of a Holder and upon surrender of this
                  Warrant certificate, at the time of delivery of the
                  certificate or certificates representing Warrant Shares,
                  deliver to Holder a new Warrant evidencing the rights of
                  Holder to purchase the unpurchased Warrant Shares called for
                  by this Warrant, which new Warrant shall in all other respects
                  be identical with this Warrant.

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<PAGE>

                           iv.      Rescission Rights. If the Company fails to
                  cause its transfer agent to transmit to the Holder a
                  certificate or certificates representing the Warrant Shares
                  pursuant to this Section 2(e)(iv) by the Warrant Share
                  Delivery Date, then the Holder will have the right to rescind
                  such exercise.

                           v.       Compensation for Buy-In on Failure to Timely
                  Deliver Certificates Upon Exercise. In addition to any other
                  rights available to the Holder, if the Company fails to cause
                  its transfer agent to transmit to the Holder a certificate or
                  certificates representing the Warrant Shares pursuant to an
                  exercise on or before the Warrant Share Delivery Date, and if
                  after such date the Holder is required by its broker to
                  purchase (in an open market transaction or otherwise) shares
                  of Common Stock to deliver in satisfaction of a sale by the
                  Holder of the Warrant Shares which the Holder anticipated
                  receiving upon such exercise (a "Buy-In"), then the Company
                  shall (1) pay in cash to the Holder the amount by which (x)
                  the Holder's total purchase price (including brokerage
                  commissions, if any) for the shares of Common Stock so
                  purchased exceeds (y) the amount obtained by multiplying (A)
                  the number of Warrant Shares that the Company was required to
                  deliver to the Holder in connection with the exercise at issue
                  times (B) the price at which the sell order giving rise to
                  such purchase obligation was executed, and (2) at the option
                  of the Holder, either reinstate the portion of the Warrant and
                  equivalent number of Warrant Shares for which such exercise
                  was not honored or deliver to the Holder the number of shares
                  of Common Stock that would have been issued had the Company
                  timely complied with its exercise and delivery obligations
                  hereunder. For example, if the Holder purchases Common Stock
                  having a total purchase price of $11,000 to cover a Buy-In
                  with respect to an attempted exercise of shares of Common
                  Stock with an aggregate sale price giving rise to such
                  purchase obligation of $10,000, under clause (1) of the
                  immediately preceding sentence the Company shall be required
                  to pay the Holder $1,000. The Holder shall provide the Company
                  written notice indicating the amounts payable to the Holder in
                  respect of the Buy-In, together with applicable confirmations
                  and other evidence reasonably requested by the Company.
                  Nothing herein shall limit a Holder's right to pursue any
                  other remedies available to it hereunder, at law or in equity
                  including, without limitation, a decree of specific
                  performance and/or injunctive relief with respect to the
                  Company's failure to timely deliver certificates representing
                  shares of Common Stock upon exercise of the Warrant as
                  required pursuant to the terms hereof.

                           vi.      No Fractional Shares or Scrip. No fractional
                  shares or scrip representing fractional shares shall be issued
                  upon the exercise of this Warrant. As to any fraction of a
                  share which Holder would otherwise be entitled to purchase

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                  upon such exercise, the Company shall pay a cash adjustment in
                  respect of such final fraction in an amount equal to such
                  fraction multiplied by the Exercise Price.

                           vii.     Charges, Taxes and Expenses. Issuance of
                  certificates for Warrant Shares shall be made without charge
                  to the Holder for any issue or transfer tax or other
                  incidental expense in respect of the issuance of such
                  certificate, all of which taxes and expenses shall be paid by
                  the Company, and such certificates shall be issued in the name
                  of the Holder or in such name or names as may be directed by
                  the Holder; provided, however, that in the event certificates
                  for Warrant Shares are to be issued in a name other than the
                  name of the Holder, this Warrant when surrendered for exercise
                  shall be accompanied by the Assignment Form attached hereto
                  duly executed by the Holder; and the Company may require, as a
                  condition thereto, the payment of a sum sufficient to
                  reimburse it for any transfer tax incidental thereto.

                           viii.    Closing of Books. The Company will not close
                  its stockholder books or records in any manner which prevents
                  the timely exercise of this Warrant, pursuant to the terms
                  hereof.

         Section 3.  Certain Adjustments.
         ---------   -------------------

                  a)       Stock Dividends and Splits. If the Company, at any
         time while this Warrant is outstanding: (A) pays a stock dividend or
         otherwise make a distribution or distributions on shares of its Common
         Stock or any other equity or equity equivalent securities payable in
         shares of Common Stock (which, for avoidance of doubt, shall not
         include any shares of Common Stock issued by the Company pursuant to
         this Warrant), (B) subdivides outstanding shares of Common Stock into a
         larger number of shares, (C) combines (including by way of reverse
         stock split) outstanding shares of Common Stock into a smaller number
         of shares, or (D) issues by reclassification of shares of the Common
         Stock any shares of capital stock of the Company, then in each case the
         Exercise Price shall be multiplied by a fraction of which the numerator
         shall be the number of shares of Common Stock (excluding treasury
         shares, if any) outstanding immediately before such event and of which
         the denominator shall be the number of shares of Common Stock
         outstanding immediately after such event and the number of shares
         issuable upon exercise of this Warrant shall be proportionately
         adjusted. Any adjustment made pursuant to this Section 3(a) shall
         become effective immediately after the record date for the
         determination of stockholders entitled to receive such dividend or
         distribution and shall become effective immediately after the effective
         date in the case of a subdivision, combination or re-classification.

                  b)       Subsequent Equity Sales. If the Company or any
         Subsidiary thereof, as applicable, at any time while this Warrant is
         outstanding, shall offer, sell, grant any option to purchase or offer,
         sell or grant any right to reprice its securities, or otherwise dispose
         of or issue (or announce any offer, sale, grant or any option to
         purchase or other disposition) any Common Stock or Common Stock
         Equivalents entitling any Person to acquire shares of Common Stock, at

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         an effective price per share less than the then Exercise Price (such
         lower price, the "Base Share Price" and such issuances collectively, a
         "Dilutive Issuance"), as adjusted hereunder (if the holder of the
         Common Stock or Common Stock Equivalents so issued shall at any time,
         whether by operation of purchase price adjustments, reset provisions,
         floating conversion, exercise or exchange prices or otherwise, or due
         to warrants, options or rights per share which is issued in connection
         with such issuance, be entitled to receive shares of Common Stock at an
         effective price per share which is less than the Exercise Price, such
         issuance shall be deemed to have occurred for less than the Exercise
         Price on such date of the Dilutive Issuance), then the Exercise Price
         shall be reduced and only reduced to equal the Base Share Price and the
         number of Warrant Shares issuable hereunder shall be increased such
         that the aggregate Exercise Price payable hereunder, after taking into
         account the decrease in the Exercise Price, shall be equal to the
         aggregate Exercise Price prior to such adjustment. Such adjustment
         shall be made whenever such Common Stock or Common Stock Equivalents
         are issued. Notwithstanding the foregoing, no adjustments shall be
         made, paid or issued under this Section 3(b) in respect of an Exempt
         Issuance. The Company shall notify the Holder in writing, no later than
         the Trading Day following the issuance of any Common Stock or Common
         Stock Equivalents subject to this section, indicating therein the
         applicable issuance price, or of applicable reset price, exchange
         price, conversion price and other pricing terms (such notice the
         "Dilutive Issuance Notice"). For purposes of clarification, whether or
         not the Company provides a Dilutive Issuance Notice pursuant to this
         Section 3(b), upon the occurrence of any Dilutive Issuance, after the
         date of such Dilutive Issuance the Holder is entitled to receive a
         number of Warrant Shares based upon the Base Share Price regardless of
         whether the Holder accurately refers to the Base Share Price in the
         Notice of Exercise.

                  c)       Pro Rata Distributions. If the Company, at any time
         prior to the Termination Date, shall distribute to all holders of
         Common Stock (and not to Holders of the Warrants) evidences of its
         indebtedness or assets (including cash and cash dividends) or rights or
         warrants to subscribe for or purchase any security other than the
         Common Stock (which shall be subject to Section 3(b)), then in each
         such case the Exercise Price shall be adjusted by multiplying the
         Exercise Price in effect immediately prior to the record date fixed for
         determination of stockholders entitled to receive such distribution by
         a fraction of which the denominator shall be the VWAP determined as of
         the record date mentioned above, and of which the numerator shall be
         such VWAP on such record date less the then per share fair market value
         at such record date of the portion of such assets or evidence of
         indebtedness so distributed applicable to one outstanding share of the
         Common Stock as determined by the Board of Directors in good faith. In
         either case the adjustments shall be described in a statement provided
         to the Holder of the portion of assets or evidences of indebtedness so
         distributed or such subscription rights applicable to one share of
         Common Stock. Such adjustment shall be made whenever any such
         distribution is made and shall become effective immediately after the
         record date mentioned above.

                  d)       Fundamental Transaction. If, at any time while this
         Warrant is outstanding, (A) the Company effects any merger or
         consolidation of the Company with or into another Person, (B) the
         Company effects any sale of all or substantially all of its assets in

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         one or a series of related transactions, (C) any tender offer or
         exchange offer (whether by the Company or another Person) is completed
         pursuant to which holders of Common Stock are permitted to tender or
         exchange their shares for other securities, cash or property, or (D)
         the Company effects any reclassification of the Common Stock or any
         compulsory share exchange pursuant to which the Common Stock is
         effectively converted into or exchanged for other securities, cash or
         property (in any such case, a "Fundamental Transaction"), then, upon
         any subsequent exercise of this Warrant, the Holder shall have the
         right to receive, for each Warrant Share that would have been issuable
         upon such exercise immediately prior to the occurrence of such
         Fundamental Transaction, at the option of the Holder, (a) upon exercise
         of this Warrant, the number of shares of Common Stock of the successor
         or acquiring corporation or of the Company, if it is the surviving
         corporation, and any additional consideration (the "Alternate
         Consideration") receivable upon or as a result of such reorganization,
         reclassification, merger, consolidation or disposition of assets by a
         Holder of the number of shares of Common Stock for which this Warrant
         is exercisable immediately prior to such event or (b) if the Company is
         acquired in an all cash transaction, cash equal to the value of this
         Warrant as determined in accordance with the Black-Scholes option
         pricing formula. For purposes of any such exercise, the determination
         of the Exercise Price shall be appropriately adjusted to apply to such
         Alternate Consideration based on the amount of Alternate Consideration
         issuable in respect of one share of Common Stock in such Fundamental
         Transaction, and the Company shall apportion the Exercise Price among
         the Alternate Consideration in a reasonable manner reflecting the
         relative value of any different components of the Alternate
         Consideration. If holders of Common Stock are given any choice as to
         the securities, cash or property to be received in a Fundamental
         Transaction, then the Holder shall be given the same choice as to the
         Alternate Consideration it receives upon any exercise of this Warrant
         following such Fundamental Transaction. To the extent necessary to
         effectuate the foregoing provisions, any successor to the Company or
         surviving entity in such Fundamental Transaction shall issue to the
         Holder a new warrant consistent with the foregoing provisions and
         evidencing the Holder's right to exercise such warrant into Alternate
         Consideration. The terms of any agreement pursuant to which a
         Fundamental Transaction is effected shall include terms requiring any
         such successor or surviving entity to comply with the provisions of
         this Section 3(d) and insuring that this Warrant (or any such
         replacement security) will be similarly adjusted upon any subsequent
         transaction analogous to a Fundamental Transaction.

                  e)       Calculations. All calculations under this Section 3
         shall be made to the nearest cent or the nearest 1/100th of a share, as
         the case may be. For purposes of this Section 3, the number of shares
         of Common Stock deemed to be issued and outstanding as of a given date
         shall be the sum of the number of shares of Common Stock (excluding
         treasury shares, if any) issued and outstanding.

                  f)       Voluntary Adjustment By Company. The Company may at
         any time during the term of this Warrant reduce the then current
         Exercise Price to any amount and for any period of time deemed
         appropriate by the Board of Directors of the Company.

                  g)       Notice to Holders.
                           -----------------

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                           i.       Adjustment to Exercise Price. Whenever the
                  Exercise Price is adjusted pursuant to this Section 3, the
                  Company shall promptly mail to each Holder a notice setting
                  forth the Exercise Price after such adjustment and setting
                  forth a brief statement of the facts requiring such
                  adjustment. If the Company issues a variable rate security,
                  despite the prohibition thereon in the Purchase Agreement, the
                  Company shall be deemed to have issued Common Stock or Common
                  Stock Equivalents at the lowest possible conversion or
                  exercise price at which such securities may be converted or
                  exercised in the case of a Variable Rate Transaction (as
                  defined in the Purchase Agreement).

                           ii.       Notice to Allow Exercise by Holder. If (A)
                  the Company shall declare a dividend (or any other
                  distribution) on the Common Stock; (B) the Company shall
                  declare a special nonrecurring cash dividend on or a
                  redemption of the Common Stock; (C) the Company shall
                  authorize the granting to all holders of the Common Stock
                  rights or warrants to subscribe for or purchase any shares of
                  capital stock of any class or of any rights; (D) the approval
                  of any stockholders of the Company shall be required in
                  connection with any reclassification of the Common Stock, any
                  consolidation or merger to which the Company is a party, any
                  sale or transfer of all or substantially all of the assets of
                  the Company, of any compulsory share exchange whereby the
                  Common Stock is converted into other securities, cash or
                  property; (E) the Company shall authorize the voluntary or
                  involuntary dissolution, liquidation or winding up of the
                  affairs of the Company; then, in each case, the Company shall
                  cause to be mailed to the Holder at its last address as it
                  shall appear upon the Warrant Register of the Company, at
                  least 20 calendar days prior to the applicable record or
                  effective date hereinafter specified, a notice stating (x) the
                  date on which a record is to be taken for the purpose of such
                  dividend, distribution, redemption, rights or warrants, or if
                  a record is not to be taken, the date as of which the holders
                  of the Common Stock of record to be entitled to such dividend,
                  distributions, redemption, rights or warrants are to be
                  determined or (y) the date on which such reclassification,
                  consolidation, merger, sale, transfer or share exchange is
                  expected to become effective or close, and the date as of
                  which it is expected that holders of the Common Stock of
                  record shall be entitled to exchange their shares of the
                  Common Stock for securities, cash or other property
                  deliverable upon such reclassification, consolidation, merger,
                  sale, transfer or share exchange; provided that the failure to
                  mail such notice or any defect therein or in the mailing
                  thereof shall not affect the validity of the corporate action
                  required to be specified in such notice. The Holder is
                  entitled to exercise this Warrant during the 20-day period
                  commencing on the date of such notice to the effective date of
                  the event triggering such notice.

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                  h)       Minimum Adjustment of Exercise Price. No adjustment
         of the Exercise Price shall be made in an amount of less than 1% of the
         Exercise Price in effect at the time such adjustment is otherwise
         required to be made.

         Section 4.  Transfer of Warrant.
         ---------   -------------------

                  a)       Transferability. Subject to compliance with any
         applicable securities laws and the conditions set forth in Sections
         5(a) and 4(d) hereof and to the provisions of Section 4.1 of the
         Purchase Agreement, this Warrant and all rights hereunder are
         transferable, in whole or in part, upon surrender of this Warrant at
         the principal office of the Company, together with a written assignment
         of this Warrant substantially in the form attached hereto duly executed
         by the Holder or its agent or attorney and funds sufficient to pay any
         transfer taxes payable upon the making of such transfer. Upon such
         surrender and, if required, such payment, the Company shall execute and
         deliver a new Warrant or Warrants in the name of the assignee or
         assignees and in the denomination or denominations specified in such
         instrument of assignment, and shall issue to the assignor a new Warrant
         evidencing the portion of this Warrant not so assigned, and this
         Warrant shall promptly be cancelled. A Warrant, if properly assigned,
         may be exercised by a new holder for the purchase of Warrant Shares
         without having a new Warrant issued.

                  b)       New Warrants. This Warrant may be divided or combined
         with other Warrants upon presentation hereof at the aforesaid office of
         the Company, together with a written notice specifying the names and
         denominations in which new Warrants are to be issued, signed by the
         Holder or its agent or attorney. Subject to compliance with Section
         4(a), as to any transfer which may be involved in such division or
         combination, the Company shall execute and deliver a new Warrant or
         Warrants in exchange for the Warrant or Warrants to be divided or
         combined in accordance with such notice.

                  c)       Warrant Register. The Company shall register this
         Warrant, upon records to be maintained by the Company for that purpose
         (the "Warrant Register"), in the name of the record Holder hereof from
         time to time. The Company may deem and treat the registered Holder of
         this Warrant as the absolute owner hereof for the purpose of any
         exercise hereof or any distribution to the Holder, and for all other
         purposes, absent actual notice to the contrary.

                  d)       Transfer Restrictions. If, at the time of the
         surrender of this Warrant in connection with any transfer of this
         Warrant, the transfer of this Warrant shall not be registered pursuant
         to an effective registration statement under the Securities Act and
         under applicable state securities or blue sky laws, the Company may
         require, as a condition of allowing such transfer (i) that the Holder
         or transferee of this Warrant, as the case may be, furnish to the
         Company a written opinion of counsel (which opinion shall be in form,
         substance and scope customary for opinions of counsel in comparable
         transactions) to the effect that such transfer may be made without
         registration under the Securities Act and under applicable state
         securities or blue sky laws, (ii) that the holder or transferee execute
         and deliver to the Company an investment letter in form and substance
         acceptable to the Company and (iii) that the transferee be an
         "accredited investor" as defined in Rule 501(a)(1), (a)(2), (a)(3),
         (a)(7), or (a)(8) promulgated under the Securities Act or a qualified
         institutional buyer as defined in Rule 144A(a) under the Securities
         Act.

                                       10
<PAGE>

         Section 5.  Miscellaneous.
         ---------   -------------

                  a)       Title to Warrant. Prior to the Termination Date and
         subject to compliance with applicable laws and Section 4 of this
         Warrant, this Warrant and all rights hereunder are transferable, in
         whole or in part, at the office or agency of the Company by the Holder
         in person or by duly authorized attorney, upon surrender of this
         Warrant together with the Assignment Form annexed hereto properly
         endorsed. The transferee shall sign an investment letter in form and
         substance reasonably satisfactory to the Company.

                  b)       No Rights as Shareholder Until Exercise. This Warrant
         does not entitle the Holder to any voting rights or other rights as a
         shareholder of the Company prior to the exercise hereof. Upon the
         surrender of this Warrant and the payment of the aggregate Exercise
         Price (or by means of a cashless exercise), the Warrant Shares so
         purchased shall be and be deemed to be issued to such Holder as the
         record owner of such shares as of the close of business on the later of
         the date of such surrender or payment.

                  c)       Loss, Theft, Destruction or Mutilation of Warrant.
         The Company covenants that upon receipt by the Company of evidence
         reasonably satisfactory to it of the loss, theft, destruction or
         mutilation of this Warrant or any stock certificate relating to the
         Warrant Shares, and in case of loss, theft or destruction, of indemnity
         or security reasonably satisfactory to it (which, in the case of the
         Warrant, shall not include the posting of any bond), and upon surrender
         and cancellation of such Warrant or stock certificate, if mutilated,
         the Company will make and deliver a new Warrant or stock certificate of
         like tenor and dated as of such cancellation, in lieu of such Warrant
         or stock certificate.

                  d)       Saturdays, Sundays, Holidays, etc. If the last or
         appointed day for the taking of any action or the expiration of any
         right required or granted herein shall be a Saturday, Sunday or a legal
         holiday, then such action may be taken or such right may be exercised
         on the next succeeding day not a Saturday, Sunday or legal holiday.

                  e)       Authorized Shares.
                           -----------------

                                    The Company covenants that during the period
                  the Warrant is outstanding, it will reserve from its
                  authorized and unissued Common Stock a sufficient number of
                  shares to provide for the issuance of the Warrant Shares upon
                  the exercise of any purchase rights under this Warrant. The
                  Company further covenants that its issuance of this Warrant
                  shall constitute full authority to its officers who are
                  charged with the duty of executing stock certificates to
                  execute and issue the necessary certificates for the Warrant
                  Shares upon the exercise of the purchase rights under this
                  Warrant. The Company will take all such reasonable action as
                  may be necessary to assure that such Warrant Shares may be
                  issued as provided herein without violation of any applicable
                  law or regulation, or of any requirements of the Trading
                  Market upon which the Common Stock may be listed.

                                       11
<PAGE>

                                    Except and to the extent as waived or
                  consented to by the Holder, the Company shall not by any
                  action, including, without limitation, amending its
                  certificate of incorporation or through any reorganization,
                  transfer of assets, consolidation, merger, dissolution, issue
                  or sale of securities or any other voluntary action, avoid or
                  seek to avoid the observance or performance of any of the
                  terms of this Warrant, but will at all times in good faith
                  assist in the carrying out of all such terms and in the taking
                  of all such actions as may be necessary or appropriate to
                  protect the rights of Holder as set forth in this Warrant
                  against impairment. Without limiting the generality of the
                  foregoing, the Company will (a) not increase the par value of
                  any Warrant Shares above the amount payable therefor upon such
                  exercise immediately prior to such increase in par value, (b)
                  take all such action as may be necessary or appropriate in
                  order that the Company may validly and legally issue fully
                  paid and nonassessable Warrant Shares upon the exercise of
                  this Warrant, and (c) use commercially reasonable efforts to
                  obtain all such authorizations, exemptions or consents from
                  any public regulatory body having jurisdiction thereof as may
                  be necessary to enable the Company to perform its obligations
                  under this Warrant.

                                    Before taking any action which would result
                  in an adjustment in the number of Warrant Shares for which
                  this Warrant is exercisable or in the Exercise Price, the
                  Company shall obtain all such authorizations or exemptions
                  thereof, or consents thereto, as may be necessary from any
                  public regulatory body or bodies having jurisdiction thereof.

                  f)       Jurisdiction. All questions concerning the
         construction, validity, enforcement and interpretation of this Warrant
         shall be determined in accordance with the provisions of the Purchase
         Agreement.

                  g)       Restrictions. The Holder acknowledges that the
         Warrant Shares acquired upon the exercise of this Warrant, if not
         registered, will have restrictions upon resale imposed by state and
         federal securities laws.

                  h)       Nonwaiver and Expenses. No course of dealing or any
         delay or failure to exercise any right hereunder on the part of Holder
         shall operate as a waiver of such right or otherwise prejudice Holder's
         rights, powers or remedies, notwithstanding the fact that all rights
         hereunder terminate on the Termination Date. If the Company willfully
         and knowingly fails to comply with any provision of this Warrant, which
         results in any material damages to the Holder, the Company shall pay to
         Holder such amounts as shall be sufficient to cover any costs and
         expenses including, but not limited to, reasonable attorneys' fees,
         including those of appellate proceedings, incurred by Holder in
         collecting any amounts due pursuant hereto or in otherwise enforcing
         any of its rights, powers or remedies hereunder.

                                       12
<PAGE>

                  i)       Notices. Any notice, request or other document
         required or permitted to be given or delivered to the Holder by the
         Company shall be delivered in accordance with the notice provisions of
         the Purchase Agreement.

                  j)       Limitation of Liability. No provision hereof, in the
         absence of any affirmative action by Holder to exercise this Warrant or
         purchase Warrant Shares, and no enumeration herein of the rights or
         privileges of Holder, shall give rise to any liability of Holder for
         the purchase price of any Common Stock or as a stockholder of the
         Company, whether such liability is asserted by the Company or by
         creditors of the Company.

                  k)       Remedies. Holder, in addition to being entitled to
         exercise all rights granted by law, including recovery of damages, will
         be entitled to specific performance of its rights under this Warrant.
         The Company agrees that monetary damages would not be adequate
         compensation for any loss incurred by reason of a breach by it of the
         provisions of this Warrant and hereby agrees to waive the defense in
         any action for specific performance that a remedy at law would be
         adequate.

                  l)       Successors and Assigns. Subject to applicable
         securities laws, this Warrant and the rights and obligations evidenced
         hereby shall inure to the benefit of and be binding upon the successors
         of the Company and the successors and permitted assigns of Holder. The
         provisions of this Warrant are intended to be for the benefit of all
         Holders from time to time of this Warrant and shall be enforceable by
         any such Holder or holder of Warrant Shares.

                  m)       Amendment. This Warrant may be modified or amended or
         the provisions hereof waived with the written consent of the Company
         and the Holder.

                  n)       Severability. Wherever possible, each provision of
         this Warrant shall be interpreted in such manner as to be effective and
         valid under applicable law, but if any provision of this Warrant shall
         be prohibited by or invalid under applicable law, such provision shall
         be ineffective to the extent of such prohibition or invalidity, without
         invalidating the remainder of such provisions or the remaining
         provisions of this Warrant.

                  o)       Headings. The headings used in this Warrant are for
         the convenience of reference only and shall not, for any purpose, be
         deemed a part of this Warrant.


                              ********************

                                       13
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officer thereunto duly authorized.


Dated:  October 27, 2005

                                       VELOCITY ASSET MANAGEMENT INC.


                                       By:______________________________________
                                          Name:
                                          Title:


                                       14
<PAGE>

                               NOTICE OF EXERCISE

TO:         [_______________________

         (1)_________The undersigned hereby elects to purchase ________ Warrant
Shares of the Company pursuant to the terms of the attached Warrant (only if
exercised in full), and tenders herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any.

         (2)_________Payment shall take the form of (check applicable box):

                           [ ] in lawful money of the United States; or

                           [ ] the cancellation of such number of Warrant Shares
                           as is necessary, in accordance with the formula set
                           forth in subsection 2(c), to exercise this Warrant
                           with respect to the maximum number of Warrant Shares
                           purchasable pursuant to the cashless exercise
                           procedure set forth in subsection 2(c).

         (3)_________Please issue a certificate or certificates representing
said Warrant Shares in the name of the undersigned or in such other name as is
specified below:

                           _________________________________________

The Warrant Shares shall be delivered to the following:

                           _________________________________________

                           _________________________________________

                           _________________________________________


         (4) Accredited Investor. The undersigned is an "accredited investor" as
defined in Regulation D promulgated under the Securities Act of 1933, as
amended.

[SIGNATURE OF HOLDER]


Name of Investing Entity: ______________________________________________________

Signature of Authorized Signatory of Investing Entity: _________________________

Name of Authorized Signatory: __________________________________________________

Title of Authorized Signatory: _________________________________________________

Date: __________________________________________________________________________

<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)


         FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to


_______________________________________________ whose address is

__________________________________________________________________________.


__________________________________________________________________________

                                           Dated:  ______________, _______


                 Holder's Signature:     _____________________________

                 Holder's Address:       _____________________________

                                         _____________________________


Signature Guaranteed:  ___________________________________________


NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.