EXHIBIT 10.2

                          REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement (this "Agreement") is made and
entered into as of October 27, 2005, among Velocity Asset Management Inc., a
Delaware corporation (the "Company"), and the purchasers signatory hereto (each
such purchaser is a "Purchaser" and collectively, the "Purchasers").

         This Agreement is made pursuant to the Securities Purchase Agreement,
dated as of the date hereof among the Company and the Purchasers (the "Purchase
Agreement").

         The Company and the Purchasers hereby agree as follows:

         1. Definitions
            -----------

         Capitalized terms used and not otherwise defined herein that are
defined in the Purchase Agreement shall have the meanings given such terms in
the Purchase Agreement. As used in this Agreement, the following terms shall
have the following meanings:

                  "Advice" shall have the meaning set forth in Section 6(d).

                  "Effectiveness Date" means, with respect to the initial
         Registration Statement required to be filed hereunder, the 90th
         calendar day following the date hereof (the 120th calendar day in the
         case of a "full review" by the Commission) and, with respect to any
         additional Registration Statements which may be required pursuant to
         Section 3(c), the 60th calendar day following the date on which the
         Company first knows, or reasonably should have known, that such
         additional Registration Statement is required hereunder; provided,
         however, in the event the Company is notified by the Commission that
         one of the above Registration Statements will not be reviewed or is no
         longer subject to further review and comments, the Effectiveness Date
         as to such Registration Statement shall be the fifth Trading Day
         following the date on which the Company is so notified if such date
         precedes the dates required above.

                  "Effectiveness Period" shall have the meaning set forth in
         Section 2(a).

                  "Event" shall have the meaning set forth in Section 2(b).

                  "Event Date" shall have the meaning set forth in Section 2(b).

                  "Filing Date" means, with respect to the initial Registration
         Statement required hereunder, the 30th calendar day following the date
         hereof and, with respect to any additional Registration Statements
         which may be required pursuant to Section 3(c), the 30th day following
         the date on which the Company first knows, or reasonably should have
         known that such additional Registration Statement is required
         hereunder.
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                  "Holder" or "Holders" means the holder or holders, as the case
         may be, from time to time of Registrable Securities.

                  "Indemnified Party" shall have the meaning set forth in
         Section 5(c).

                  "Indemnifying Party" shall have the meaning set forth in
         Section 5(c).

                  "Losses" shall have the meaning set forth in Section 5(a).

                  "Plan of Distribution" shall have the meaning set forth in
         Section 2(a).

                  "Proceeding" means an action, claim, suit, investigation or
         proceeding (including, without limitation, an investigation or partial
         proceeding, such as a deposition), whether commenced or threatened.

                  "Prospectus" means the prospectus included in a Registration
         Statement (including, without limitation, a prospectus that includes
         any information previously omitted from a prospectus filed as part of
         an effective registration statement in reliance upon Rule 430A
         promulgated under the Securities Act), as amended or supplemented by
         any prospectus supplement, with respect to the terms of the offering of
         any portion of the Registrable Securities covered by a Registration
         Statement, and all other amendments and supplements to the Prospectus,
         including post-effective amendments, and all material incorporated by
         reference or deemed to be incorporated by reference in such Prospectus.

                  "Registrable Securities" means (i) all of the shares of Common
         Stock issuable upon conversion in full of the Debentures, (ii) all
         shares issuable as interest on the Debentures assuming all permissible
         interest payments are made in shares of Common Stock and the Debentures
         are held until maturity, (iii) all Warrant Shares, (iv) any securities
         issued or issuable upon any stock split, dividend or other
         distribution, recapitalization or similar event with respect to the
         foregoing and (v) any additional shares issuable in connection with any
         anti-dilution provisions in the Debentures or the Warrants (in each
         case, without giving effect to any limitations on conversion set forth
         in the Debenture or limitations on exercise set forth in the Warrant,.

                  "Registration Statement" means the registration statements
         required to be filed hereunder and any additional registration
         statements contemplated by Section 3(c), including (in each case) the
         Prospectus, amendments and supplements to such registration statement
         or Prospectus, including pre- and post-effective amendments, all
         exhibits thereto, and all material incorporated by reference or deemed
         to be incorporated by reference in such registration statement.

                  "Rule 415" means Rule 415 promulgated by the Commission
         pursuant to the Securities Act, as such Rule may be amended from time
         to time, or any similar rule or regulation hereafter adopted by the
         Commission having substantially the same purpose and effect as such
         Rule.

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                  "Rule 424" means Rule 424 promulgated by the Commission
         pursuant to the Securities Act, as such Rule may be amended from time
         to time, or any similar rule or regulation hereafter adopted by the
         Commission having substantially the same purpose and effect as such
         Rule.

                  "Selling Shareholder Questionnaire" shall have the meaning set
         forth in Section 3(a).

         2. Shelf Registration
            ------------------

                  (a)      On or prior to each Filing Date, the Company shall
         prepare and file with the Commission a "Shelf" Registration Statement
         covering the resale of 130% of the Registrable Securities on such
         Filing Date for an offering to be made on a continuous basis pursuant
         to Rule 415. The Registration Statement shall be on Form SB-2 (except
         if the Company is not then eligible to register for resale the
         Registrable Securities on Form SB-2, in which case such registration
         shall be on another appropriate form in accordance herewith) and shall
         contain (unless otherwise directed by the Holders) substantially the
         "Plan of Distribution" attached hereto as Annex A. Subject to the terms
         of this Agreement, the Company shall use its best efforts to cause a
         Registration Statement to be declared effective under the Securities
         Act as promptly as possible after the filing thereof, but in any event
         prior to the applicable Effectiveness Date, and shall use its best
         efforts to keep such Registration Statement continuously effective
         under the Securities Act until all Registrable Securities covered by
         such Registration Statement have been sold or may be sold without
         volume restrictions pursuant to Rule 144(k) as determined by the
         counsel to the Company pursuant to a written opinion letter to such
         effect, addressed and acceptable to the Company's transfer agent and
         the affected Holders (the "Effectiveness Period"). The Company shall
         telephonically request effectiveness of a Registration Statement as of
         5:00 pm Eastern Time on a Trading Day. The Company shall immediately
         notify the Holders via facsimile of the effectiveness of a Registration
         Statement on the same Trading Day that the Company telephonically
         confirms effectiveness with the Commission, which shall be the date
         requested for effectiveness of a Registration Statement. The Company
         shall, by 9:30 am Eastern Time on the Trading Day after the Effective
         Date (as defined in the Purchase Agreement), file a Form 424(b)(5) with
         the Commission. Failure to so notify the Holder within 1 Trading Day of
         such notification shall be deemed an Event under Section 2(b).

                  (b)      If: (i) a Registration Statement is not filed on or
         prior to its Filing Date (if the Company files a Registration Statement
         without affording the Holders the opportunity to review and comment on
         the same as required by Section 3(a), the Company shall not be deemed
         to have satisfied this clause (i)), or (ii) the Company fails to file
         with the Commission a request for acceleration in accordance with Rule
         461 promulgated under the Securities Act, within five Trading Days of
         the later of (a) the date that the Company is notified (orally or in
         writing, whichever is earlier) by the Commission that a Registration
         Statement will not be "reviewed," or not subject to further review or
         (b) if the Secondary Offering is included for registration on the
         Registration Statement, the date that the filing with NASD Regulation,
         Inc. pursuant to the NASD Rule 2710 in connection with the Secondary

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         Offering is approved, or (iii) prior to its Effectiveness Date, the
         Company fails to file a pre-effective amendment and otherwise respond
         in writing to comments made by the Commission in respect of such
         Registration Statement within 20 calendar days after the receipt of
         comments by or notice from the Commission that such amendment is
         required in order for a Registration Statement to be declared
         effective, or (iv) a Registration Statement filed or required to be
         filed hereunder is not declared effective by the Commission by its
         Effectiveness Date, or (v) after the Effectiveness Date, a Registration
         Statement ceases for any reason to remain continuously effective as to
         all Registrable Securities for which it is required to be effective, or
         the Holders are not permitted to utilize the Prospectus therein to
         resell such Registrable Securities for 20 consecutive calendar days but
         no more than an aggregate of 30 calendar days during any 12-month
         period (which need not be consecutive Trading Days) (any such failure
         or breach being referred to as an "Event", and for purposes of clause
         (i) or (iv) the date on which such Event occurs, or for purposes of
         clause (ii) the date on which such five Trading Day period is exceeded,
         or for purposes of clause (iii) the date which such 20 calendar day
         period is exceeded, or for purposes of clause (v) the date on which
         such 20 or 30 calendar day period, as applicable, is exceeded being
         referred to as "Event Date"), then in addition to any other - rights
         the Holders may have hereunder or under applicable law, on each such
         Event Date and on each monthly anniversary of each such Event Date (if
         the applicable Event shall not have been cured by such date) until the
         applicable Event is cured, the Company and J. Holder Inc.
         (collectively, with the Company, the "Sellers") shall jointly and
         severally pay to each Holder an amount in cash, as partial liquidated
         damages and not as a penalty, equal to 1.5% of the aggregate purchase
         price paid by such Holder pursuant to the Purchase Agreement for any
         Registrable Securities then held by such Holder. If the Sellers fail to
         pay any partial liquidated damages pursuant to this Section in full
         within seven days after the date payable, the Sellers will pay interest
         thereon at a rate of 18% per annum (or such lesser maximum amount that
         is permitted to be paid by applicable law) to the Holder, accruing
         daily from the date such partial liquidated damages are due until such
         amounts, plus all such interest thereon, are paid in full. The partial
         liquidated damages pursuant to the terms hereof shall apply on a daily
         pro-rata basis for any portion of a month prior to the cure of an
         Event.

         3. Registration Procedures.
            -----------------------

         In connection with the Company's registration obligations hereunder,
the Company shall:

                  (a)      Not less than five Trading Days prior to the filing
         of each Registration Statement or any related Prospectus or any
         amendment or supplement thereto (including any document that would be
         incorporated or deemed to be incorporated therein by reference), the
         Company shall, (i) furnish to each Holder copies of all such documents
         proposed to be filed, which documents (other than those incorporated or
         deemed to be incorporated by reference) will be subject to the review
         of such Holders, and (ii) cause its officers and directors, counsel and
         independent certified public accountants to respond to such inquiries
         as shall be necessary, in the reasonable opinion of respective counsel
         to conduct a reasonable investigation within the meaning of the

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         Securities Act. The Company shall not file a Registration Statement or
         any such Prospectus or any amendments or supplements thereto to which
         the Holders of a majority of the Registrable Securities shall
         reasonably object in good faith, provided that, the Company is notified
         of such objection in writing no later than 5 Trading Days after the
         Holders have been so furnished copies of such documents. Each Holder
         agrees to furnish to the Company a completed Questionnaire in the form
         attached to this Agreement as Annex B (a "Selling Shareholder
         Questionnaire") not less than two Trading Days prior to the Filing Date
         or by the end of the fourth Trading Day following the date on which
         such Holder receives draft materials in accordance with this Section.

                  (b)      (i) Prepare and file with the Commission such
         amendments, including post-effective amendments, to a Registration
         Statement and the Prospectus used in connection therewith as may be
         necessary to keep a Registration Statement continuously effective as to
         the applicable Registrable Securities for the Effectiveness Period and
         prepare and file with the Commission such additional Registration
         Statements in order to register for resale under the Securities Act all
         of the Registrable Securities; (ii) cause the related Prospectus to be
         amended or supplemented by any required Prospectus supplement (subject
         to the terms of this Agreement), and as so supplemented or amended to
         be filed pursuant to Rule 424; (iii) respond as promptly as reasonably
         possible to any comments received from the Commission with respect to a
         Registration Statement or any amendment thereto and as promptly as
         reasonably possible provide the Holders true and complete copies of all
         correspondence from and to the Commission relating to a Registration
         Statement; and (iv) comply in all material respects with the provisions
         of the Securities Act and the Exchange Act with respect to the
         disposition of all Registrable Securities covered by a Registration
         Statement during the applicable period in accordance (subject to the
         terms of this Agreement) with the intended methods of disposition by
         the Holders thereof set forth in such Registration Statement as so
         amended or in such Prospectus as so supplemented.

                  (c)      If during the Effectiveness Period, the number of
         Registrable Securities at any time exceeds 90% of the number of shares
         of Common Stock then registered in a Registration Statement, then the
         Company shall file as soon as reasonably practicable but in any case
         prior to the applicable Filing Date, an additional Registration
         Statement covering the resale by the Holders of not less than 130% of
         the number of such Registrable Securities.

                  (d)      Notify the Holders of Registrable Securities to be
         sold (which notice shall, pursuant to clauses (ii) through (vi) hereof,
         be accompanied by an instruction to suspend the use of the Prospectus
         until the requisite changes have been made) as promptly as reasonably
         possible (and, in the case of (i)(A) below, not less than five Trading
         Days prior to such filing) and (if requested by any such Person)
         confirm such notice in writing no later than one Trading Day following
         the day (i)(A) when a Prospectus or any Prospectus supplement or
         post-effective amendment to a Registration Statement is proposed to be
         filed; (B) when the Commission notifies the Company whether there will
         be a "review" of such Registration Statement and whenever the
         Commission comments in writing on such Registration Statement (the

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         Company shall provide true and complete copies thereof and all written
         responses thereto to each of the Holders); and (C) with respect to a
         Registration Statement or any post-effective amendment, when the same
         has become effective; (ii) of any request by the Commission or any
         other Federal or state governmental authority for amendments or
         supplements to a Registration Statement or Prospectus or for additional
         information; (iii) of the issuance by the Commission or any other
         federal or state governmental authority of any stop order suspending
         the effectiveness of a Registration Statement covering any or all of
         the Registrable Securities or the initiation of any Proceedings for
         that purpose; (iv) of the receipt by the Company of any notification
         with respect to the suspension of the qualification or exemption from
         qualification of any of the Registrable Securities for sale in any
         jurisdiction, or the initiation or threatening of any Proceeding for
         such purpose; (v) of the occurrence of any event or passage of time
         that makes the financial statements included in a Registration
         Statement ineligible for inclusion therein or any statement made in a
         Registration Statement or Prospectus or any document incorporated or
         deemed to be incorporated therein by reference untrue in any material
         respect or that requires any revisions to a Registration Statement,
         Prospectus or other documents so that, in the case of a Registration
         Statement or the Prospectus, as the case may be, it will not contain
         any untrue statement of a material fact or omit to state any material
         fact required to be stated therein or necessary to make the statements
         therein, in light of the circumstances under which they were made, not
         misleading; and (vi) the occurrence or existence of any pending
         corporate development with respect to the Company that the Company
         believes may be material and that, in the determination of the Company,
         makes it not in the best interest of the Company to allow continued
         availability of a Registration Statement or Prospectus; provided that
         any and all of such information shall remain confidential to each
         Holder until such information otherwise becomes public, unless
         disclosure by a Holder is required by law; provided, further,
         notwithstanding each Holder's agreement to keep such information
         confidential, the Holders make no acknowledgement that any such
         information is material, non-public information.

                  (e)      Use its best efforts to avoid the issuance of, or, if
         issued, obtain the withdrawal of (i) any order suspending the
         effectiveness of a Registration Statement, or (ii) any suspension of
         the qualification (or exemption from qualification) of any of the
         Registrable Securities for sale in any jurisdiction, at the earliest
         practicable moment.

                  (f)      Furnish to each Holder, without charge, at least one
         conformed copy of each such Registration Statement and each amendment
         thereto, including financial statements and schedules, all documents
         incorporated or deemed to be incorporated therein by reference to the
         extent requested by such Person, and all exhibits to the extent
         requested by such Person (including those previously furnished or
         incorporated by reference) promptly after the filing of such documents
         with the Commission.

                  (g)      Promptly deliver to each Holder, without charge, as
         many copies of the Prospectus or Prospectuses (including each form of
         prospectus) and each amendment or supplement thereto as such Persons
         may reasonably request in connection with resales by the Holder of
         Registrable Securities. Subject to the terms of this Agreement, the
         Company hereby consents to the use of such Prospectus and each

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         amendment or supplement thereto by each of the selling Holders in
         connection with the offering and sale of the Registrable Securities
         covered by such Prospectus and any amendment or supplement thereto,
         except after the giving on any notice pursuant to Section 3(d).

                  (h)      If NASDR Rule 2710 requires any broker-dealer to make
         a filing prior to executing a sale by a Holder, the Company shall (i)
         make an Issuer Filing with the NASDR, Inc. Corporate Financing
         Department pursuant to NASDR Rule 2710(b)(10)(A)(i), (ii) respond
         within five Trading Days to any comments received from NASDR in
         connection therewith, (iii) and pay the filing fee required in
         connection therewith.

                  (i)      Prior to any resale of Registrable Securities by a
         Holder, use its commercially reasonable efforts to register or qualify
         or cooperate with the selling Holders in connection with the
         registration or qualification (or exemption from the Registration or
         qualification) of such Registrable Securities for the resale by the
         Holder under the securities or Blue Sky laws of such jurisdictions
         within the United States as any Holder reasonably requests in writing,
         to keep each registration or qualification (or exemption therefrom)
         effective during the Effectiveness Period and to do any and all other
         acts or things reasonably necessary to enable the disposition in such
         jurisdictions of the Registrable Securities covered by each
         Registration Statement; provided, that the Company shall not be
         required to qualify generally to do business in any jurisdiction where
         it is not then so qualified, subject the Company to any material tax in
         any such jurisdiction where it is not then so subject or file a general
         consent to service of process in any such jurisdiction.

                  (j)      If requested by the Holders, cooperate with the
         Holders to facilitate the timely preparation and delivery of
         certificates representing Registrable Securities to be delivered to a
         transferee pursuant to a Registration Statement, which certificates
         shall be free, to the extent permitted by the Purchase Agreement, of
         all restrictive legends, and to enable such Registrable Securities to
         be in such denominations and registered in such names as any such
         Holders may request.

                  (k)      Upon the occurrence of any event contemplated by this
         Section 3, as promptly as reasonably possible under the circumstances
         taking into account the Company's good faith assessment of any adverse
         consequences to the Company and its stockholders of the premature
         disclosure of such event, prepare a supplement or amendment, including
         a post-effective amendment, to a Registration Statement or a supplement
         to the related Prospectus or any document incorporated or deemed to be
         incorporated therein by reference, and file any other required document
         so that, as thereafter delivered, neither a Registration Statement nor
         such Prospectus will contain an untrue statement of a material fact or
         omit to state a material fact required to be stated therein or
         necessary to make the statements therein, in light of the circumstances
         under which they were made, not misleading. If the Company notifies the
         Holders in accordance with clauses (ii) through (vi) of Section 3(d)
         above to suspend the use of any Prospectus until the requisite changes

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         to such Prospectus have been made, then the Holders shall suspend use
         of such Prospectus. The Company will use its best efforts to ensure
         that the use of the Prospectus may be resumed as promptly as is
         practicable. The Company shall be entitled to exercise its right under
         this Section 3(k) to suspend the availability of a Registration
         Statement and Prospectus, subject to the payment of partial liquidated
         damages pursuant to Section 2(b), for a period not to exceed 60 days
         (which need not be consecutive days) in any 12 month period.

                  (l)      Comply with all applicable rules and regulations of
         the Commission.

                  (m)      The Company may require each selling Holder to
         furnish to the Company a certified statement as to the number of shares
         of Common Stock beneficially owned by such Holder and, if required by
         the Commission, the person thereof that has voting and dispositive
         control over the Shares. During any periods that the Company is unable
         to meet its obligations hereunder with respect to the registration of
         the Registrable Securities solely because any Holder fails to furnish
         such information within three Trading Days of the Company's request,
         any liquidated damages that are accruing at such time as to such Holder
         only shall be tolled and any Event that may otherwise occur solely
         because of such delay shall be suspended as to such Holder only, until
         such information is delivered to the Company.

         4. Registration Expenses. All fees and expenses incident to the
performance of or compliance with this Agreement by the Company shall be borne
by the Company whether or not any Registrable Securities are sold pursuant to a
Registration Statement. The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (A) with respect to filings
required to be made with the Trading Market on which the Common Stock is then
listed for trading, (B) in compliance with applicable state securities or Blue
Sky laws reasonably agreed to by the Company in writing (including, without
limitation, fees and disbursements of counsel for the Company in connection with
Blue Sky qualifications or exemptions of the Registrable Securities and
determination of the eligibility of the Registrable Securities for investment
under the laws of such jurisdictions as requested by the Holders) and (C) if not
previously paid by the Company in connection with an Issuer Filing, with respect
to any filing that may be required to be made by any broker through which a
Holder intends to make sales of Registrable Securities with NASD Regulation,
Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no more
than a customary brokerage commission in connection with such sale, (ii)
printing expenses (including, without limitation, expenses of printing
certificates for Registrable Securities), (iii) messenger, telephone and
delivery expenses, (iv) fees and disbursements of counsel for the Company, (v)
Securities Act liability insurance, if the Company so desires such insurance,
and (vi) fees and expenses of all other Persons retained by the Company in
connection with the consummation of the transactions contemplated by this
Agreement. In addition, the Company shall be responsible for all of its internal
expenses incurred in connection with the consummation of the transactions
contemplated by this Agreement (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties),
the expense of any annual audit and the fees and expenses incurred in connection
with the listing of the Registrable Securities on any securities exchange as
required hereunder. In no event shall the Company be responsible for any broker
or similar commissions or, except to the extent provided for in the Transaction
Documents, any legal fees or other costs of the Holders.

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         5. Indemnification
            ---------------

                  (a)      Indemnification by the Company. The Company shall,
         notwithstanding any termination of this Agreement, indemnify and hold
         harmless each Holder, the officers, directors, agents, brokers
         (including brokers who offer and sell Registrable Securities as
         principal as a result of a pledge or any failure to perform under a
         margin call of Common Stock), investment advisors and employees of each
         of them, each Person who controls any such Holder (within the meaning
         of Section 15 of the Securities Act or Section 20 of the Exchange Act)
         and the officers, directors, agents and employees of each such
         controlling Person, to the fullest extent permitted by applicable law,
         from and against any and all losses, claims, damages, liabilities,
         costs (including, without limitation, reasonable attorneys' fees) and
         expenses (collectively, "Losses"), as incurred, arising out of or
         relating to any untrue or alleged untrue statement of a material fact
         contained in a Registration Statement, any Prospectus or any form of
         prospectus or in any amendment or supplement thereto or in any
         preliminary prospectus, or arising out of or relating to any omission
         or alleged omission of a material fact required to be stated therein or
         necessary to make the statements therein (in the case of any Prospectus
         or form of prospectus or supplement thereto, in light of the
         circumstances under which they were made) not misleading, except to the
         extent, but only to the extent, that (i) such untrue statements or
         omissions are based solely upon information regarding such Holder
         furnished in writing to the Company by such Holder expressly for use
         therein, or to the extent that such information relates to such Holder
         or such Holder's proposed method of distribution of Registrable
         Securities and was reviewed and expressly approved in writing by such
         Holder expressly for use in a Registration Statement, such Prospectus
         or such form of Prospectus or in any amendment or supplement thereto
         (it being understood that the Holder has approved Annex A hereto for
         this purpose) or (ii) in the case of an occurrence of an event of the
         type specified in Section 3(d)(ii)-(vi), the use by such Holder of an
         outdated or defective Prospectus after the Company has notified such
         Holder in writing that the Prospectus is outdated or defective and
         prior to the receipt by such Holder of the Advice contemplated in
         Section 6(d). The Company shall notify the Holders promptly of the
         institution, threat or assertion of any Proceeding arising from or in
         connection with the transactions contemplated by this Agreement of
         which the Company is aware.

                  (b)      Indemnification by Holders. Each Holder shall,
         severally and not jointly, indemnify and hold harmless the Company, its
         directors, officers, agents and employees, each Person who controls the
         Company (within the meaning of Section 15 of the Securities Act and
         Section 20 of the Exchange Act), and the directors, officers, agents or
         employees of such controlling Persons, to the fullest extent permitted
         by applicable law, from and against all Losses, as incurred, to the
         extent arising out of or based solely upon: (x) such Holder's failure
         to comply with the prospectus delivery requirements of the Securities
         Act or (y) any untrue or alleged untrue statement of a material fact
         contained in any Registration Statement, any Prospectus, or any form of

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         prospectus, or in any amendment or supplement thereto or in any
         preliminary prospectus, or arising out of or relating to any omission
         or alleged omission of a material fact required to be stated therein or
         necessary to make the statements therein not misleading (i) to the
         extent, but only to the extent, that such untrue statement or omission
         is contained in any information so furnished in writing by such Holder
         to the Company specifically for inclusion in such Registration
         Statement or such Prospectus or (ii) to the extent that (1) such untrue
         statements or omissions are based solely upon information regarding
         such Holder furnished in writing to the Company by such Holder
         expressly for use therein, or to the extent that such information
         relates to such Holder or such Holder's proposed method of distribution
         of Registrable Securities and was reviewed and expressly approved in
         writing by such Holder expressly for use in a Registration Statement
         (it being understood that the Holder has approved Annex A hereto for
         this purpose), such Prospectus or such form of Prospectus or in any
         amendment or supplement thereto or (2) in the case of an occurrence of
         an event of the type specified in Section 3(d)(ii)-(vi), the use by
         such Holder of an outdated or defective Prospectus after the Company
         has notified such Holder in writing that the Prospectus is outdated or
         defective and prior to the receipt by such Holder of the Advice
         contemplated in Section 6(d). In no event shall the liability of any
         selling Holder hereunder be greater in amount than the dollar amount of
         the net proceeds received by such Holder upon the sale of the
         Registrable Securities giving rise to such indemnification obligation.

                  (c)      Conduct of Indemnification Proceedings. If any
         Proceeding shall be brought or asserted against any Person entitled to
         indemnity hereunder (an "Indemnified Party"), such Indemnified Party
         shall promptly notify the Person from whom indemnity is sought (the
         "Indemnifying Party") in writing, and the Indemnifying Party shall have
         the right to assume the defense thereof, including the employment of
         counsel reasonably satisfactory to the Indemnified Party and the
         payment of all fees and expenses incurred in connection with defense
         thereof; provided, that the failure of any Indemnified Party to give
         such notice shall not relieve the Indemnifying Party of its obligations
         or liabilities pursuant to this Agreement, except (and only) to the
         extent that it shall be finally determined by a court of competent
         jurisdiction (which determination is not subject to appeal or further
         review) that such failure shall have prejudiced the Indemnifying Party.

         An Indemnified Party shall have the right to employ separate counsel in
any such Proceeding and to participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Party or
Parties unless: (1) the Indemnifying Party has agreed in writing to pay such
fees and expenses; (2) the Indemnifying Party shall have failed promptly to
assume the defense of such Proceeding and to employ counsel reasonably
satisfactory to such Indemnified Party in any such Proceeding; or (3) the named
parties to any such Proceeding (including any impleaded parties) include both
such Indemnified Party and the Indemnifying Party, and such Indemnified Party
shall reasonably believe that a material conflict of interest is likely to exist
if the same counsel were to represent such Indemnified Party and the
Indemnifying Party (in which case, if such Indemnified Party notifies the
Indemnifying Party in writing that it elects to employ separate counsel at the
expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense thereof and the reasonable fees and expenses of one

                                       10
<PAGE>

separate counsel shall be at the expense of the Indemnifying Party). The
Indemnifying Party shall not be liable for any settlement of any such Proceeding
effected without its written consent, which consent shall not be unreasonably
withheld. No Indemnifying Party shall, without the prior written consent of the
Indemnified Party, effect any settlement of any pending Proceeding in respect of
which any Indemnified Party is a party, unless such settlement includes an
unconditional release of such Indemnified Party from all liability on claims
that are the subject matter of such Proceeding.

         Subject to the terms of this Agreement, all reasonable fees and
expenses of the Indemnified Party (including reasonable fees and expenses to the
extent incurred in connection with investigating or preparing to defend such
Proceeding in a manner not inconsistent with this Section) shall be paid to the
Indemnified Party, as incurred, within ten Trading Days of written notice
thereof to the Indemnifying Party; provided, that the Indemnified Party shall
promptly reimburse the Indemnifying Party for that portion of such fees and
expenses applicable to such actions for which such Indemnified Party is not
entitled to indemnification hereunder, determined based upon the relative faults
of the parties.

                  (d)      Contribution. If the indemnification under Section
         5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to
         hold an Indemnified Party harmless for any Losses, then each
         Indemnifying Party shall contribute to the amount paid or payable by
         such Indemnified Party, in such proportion as is appropriate to reflect
         the relative fault of the Indemnifying Party and Indemnified Party in
         connection with the actions, statements or omissions that resulted in
         such Losses as well as any other relevant equitable considerations. The
         relative fault of such Indemnifying Party and Indemnified Party shall
         be determined by reference to, among other things, whether any action
         in question, including any untrue or alleged untrue statement of a
         material fact or omission or alleged omission of a material fact, has
         been taken or made by, or relates to information supplied by, such
         Indemnifying Party or Indemnified Party, and the parties' relative
         intent, knowledge, access to information and opportunity to correct or
         prevent such action, statement or omission. The amount paid or payable
         by a party as a result of any Losses shall be deemed to include,
         subject to the limitations set forth in this Agreement, any reasonable
         attorneys' or other reasonable fees or expenses incurred by such party
         in connection with any Proceeding to the extent such party would have
         been indemnified for such fees or expenses if the indemnification
         provided for in this Section was available to such party in accordance
         with its terms.

         The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 5(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5(d), no Holder shall be required
to contribute, in the aggregate, any amount in excess of the amount by which the
proceeds actually received by such Holder from the sale of the Registrable
Securities subject to the Proceeding exceeds the amount of any damages that such
Holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission, except in the case of fraud by
such Holder.

                                       11
<PAGE>

                           The indemnity and contribution agreements contained
         in this Section are in addition to any liability that the Indemnifying
         Parties may have to the Indemnified Parties.

         6. Miscellaneous
            -------------

                  (a)      Remedies. In the event of a breach by the Company or
         by a Holder, of any of their obligations under this Agreement, each
         Holder or the Company, as the case may be, in addition to being
         entitled to exercise all rights granted by law and under this
         Agreement, including recovery of damages, will be entitled to specific
         performance of its rights under this Agreement. The Company and each
         Holder agree that monetary damages would not provide adequate
         compensation for any losses incurred by reason of a breach by it of any
         of the provisions of this Agreement and hereby further agrees that, in
         the event of any action for specific performance in respect of such
         breach, it shall waive the defense that a remedy at law would be
         adequate.

                  (b)      No Piggyback on Registrations. Except as set forth on
         Schedule 6(b) attached hereto, neither the Company nor any of its
         security holders (other than the Holders in such capacity pursuant
         hereto) may include securities of the Company in the initial
         Registration Statement other than the Registrable Securities. Except as
         set forth on the Disclosure Schedules, no Person has any right to cause
         the Company to effect the registration under the Securities Act of any
         securities of the Company. The Company shall not file any other
         registration statements until 90 days after the initial Registration
         Statement required hereunder is declared effective by the Commission,
         provided that this Section 6(b) shall not prohibit the Company from
         filing amendments to registration statements already filed.

                  (c)      Compliance. Each Holder covenants and agrees that it
         will comply with the prospectus delivery requirements of the Securities
         Act as applicable to it in connection with sales of Registrable
         Securities pursuant to a Registration Statement.

                  (d)      Discontinued Disposition. Each Holder agrees by its
         acquisition of such Registrable Securities that, upon receipt of a
         notice from the Company of the occurrence of any event of the kind
         described in Section 3(d), such Holder will forthwith discontinue
         disposition of such Registrable Securities under a Registration
         Statement until such Holder's receipt of the copies of the supplemented
         Prospectus and/or amended Registration Statement, or until it is
         advised in writing (the "Advice") by the Company that the use of the
         applicable Prospectus may be resumed, and, in either case, has received
         copies of any additional or supplemental filings that are incorporated
         or deemed to be incorporated by reference in such Prospectus or
         Registration Statement. The Company will use its best efforts to ensure
         that the use of the Prospectus may be resumed as promptly as it
         practicable. The Company agrees and acknowledges that any periods
         during which the Holder is required to discontinue the disposition of
         the Registrable Securities hereunder shall be subject to the provisions
         of Section 2(b).

                                       12
<PAGE>

                  (e)      Piggy-Back Registrations. If at any time during the
         Effectiveness Period there is not an effective Registration Statement
         covering all of the Registrable Securities and the Company shall
         determine to prepare and file with the Commission a registration
         statement relating to an offering for its own account or the account of
         others under the Securities Act of any of its equity securities, other
         than on Form S-4 or Form S-8 (each as promulgated under the Securities
         Act) or their then equivalents relating to equity securities to be
         issued solely in connection with any acquisition of any entity or
         business or equity securities issuable in connection with the stock
         option or other employee benefit plans, then the Company shall send to
         each Holder a written notice of such determination and, if within
         fifteen days after the date of such notice, any such Holder shall so
         request in writing, the Company shall include in such registration
         statement all or any part of such Registrable Securities such Holder
         requests to be registered; provided, however, that the Company shall
         not be required to register any Registrable Securities pursuant to this
         Section 6(e) that are eligible for resale pursuant to Rule 144(k)
         promulgated under the Securities Act or that are the subject of a then
         effective Registration Statement.

                  (f)      Amendments and Waivers. The provisions of this
         Agreement, including the provisions of this sentence, may not be
         amended, modified or supplemented, and waivers or consents to
         departures from the provisions hereof may not be given, unless the same
         shall be in writing and signed by the Company and each Holder of the
         then outstanding Registrable Securities. Notwithstanding the foregoing,
         a waiver or consent to depart from the provisions hereof with respect
         to a matter that relates exclusively to the rights of Holders and that
         does not directly or indirectly affect the rights of other Holders may
         be given by Holders of all of the Registrable Securities to which such
         waiver or consent relates; provided, however, that the provisions of
         this sentence may not be amended, modified, or supplemented except in
         accordance with the provisions of the immediately preceding sentence.

                  (g)      Notices. Any and all notices or other communications
         or deliveries required or permitted to be provided hereunder shall be
         delivered as set forth in the Purchase Agreement.

                  (h)      Successors and Assigns. This Agreement shall inure to
         the benefit of and be binding upon the successors and permitted assigns
         of each of the parties and shall inure to the benefit of each Holder.
         The Company may not assign its rights or obligations hereunder without
         the prior written consent of all of the Holders of the then-outstanding
         Registrable Securities. Each Holder may assign their respective rights
         hereunder in the manner and to the Persons as permitted under the
         Purchase Agreement.

                  (i)      No Inconsistent Agreements. Neither the Company nor
         any of its subsidiaries has entered, as of the date hereof, nor shall
         the Company or any of its subsidiaries, on or after the date of this
         Agreement, enter into any agreement with respect to its securities,
         that would have the effect of impairing the rights granted to the
         Holders in this Agreement or otherwise conflicts with the provisions
         hereof. Except as set forth on Schedule 6(i), neither the Company nor
         any of its subsidiaries has previously entered into any agreement
         granting any registration rights with respect to any of its securities
         to any Person that have not been satisfied in full.

                                       13
<PAGE>

                  (j)      Execution and Counterparts. This Agreement may be
         executed in any number of counterparts, each of which when so executed
         shall be deemed to be an original and, all of which taken together
         shall constitute one and the same Agreement. In the event that any
         signature is delivered by facsimile transmission, such signature shall
         create a valid binding obligation of the party executing (or on whose
         behalf such signature is executed) the same with the same force and
         effect as if such facsimile signature were the original thereof.

                  (k)      Governing Law. All questions concerning the
         construction, validity, enforcement and interpretation of this
         Agreement shall be determined with the provisions of the Purchase
         Agreement.

                  (l)      Cumulative Remedies. The remedies provided herein are
         cumulative and not exclusive of any remedies provided by law.

                  (m)      Severability. If any term, provision, covenant or
         restriction of this Agreement is held by a court of competent
         jurisdiction to be invalid, illegal, void or unenforceable, the
         remainder of the terms, provisions, covenants and restrictions set
         forth herein shall remain in full force and effect and shall in no way
         be affected, impaired or invalidated, and the parties hereto shall use
         their commercially reasonable efforts to find and employ an alternative
         means to achieve the same or substantially the same result as that
         contemplated by such term, provision, covenant or restriction. It is
         hereby stipulated and declared to be the intention of the parties that
         they would have executed the remaining terms, provisions, covenants and
         restrictions without including any of such that may be hereafter
         declared invalid, illegal, void or unenforceable.

                  (n)      Headings. The headings in this Agreement are for
         convenience of reference only and shall not limit or otherwise affect
         the meaning hereof.

                  (o)      Independent Nature of Holders' Obligations and
         Rights. The obligations of each Holder hereunder are several and not
         joint with the obligations of any other Holder hereunder, and no Holder
         shall be responsible in any way for the performance of the obligations
         of any other Holder hereunder. Nothing contained herein or in any other
         agreement or document delivered at any closing, and no action taken by
         any Holder pursuant hereto or thereto, shall be deemed to constitute
         the Holders as a partnership, an association, a joint venture or any
         other kind of entity, or create a presumption that the Holders are in
         any way acting in concert with respect to such obligations or the
         transactions contemplated by this Agreement. Each Holder shall be
         entitled to protect and enforce its rights, including without
         limitation the rights arising out of this Agreement, and it shall not
         be necessary for any other Holder to be joined as an additional party
         in any proceeding for such purpose.


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

                                       14
<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.

                                       VELOCITY ASSET MANAGEMENT INC.

                                       By: /s/ JAMES J. MASTRIANI
                                           -------------------------------------
                                           Name: James J. Mastriani
                                           Title: CFO and Chief Legal Counsel



                                       J. HOLDER INC.

                                       By: /s/ W. PETER RAGAN, SR.
                                           -------------------------------------
                                           Name: W. Peter Ragan, Sr.
                                           Title: President



                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]

                                       15
<PAGE>

                     [SIGNATURE PAGE OF HOLDERS TO VCYA RRA]

            Name of Purchaser: DKR SoundShore Oasis Holding Fund, Ltd.
            Signature of Authorized Signatory of Purchaser: /s/ BRAD CASWELL
            Name of Authorized Signatory: Brad Caswell
            Title of Authorized Signatory: Director




                                       16
<PAGE>

                              Plan of Distribution
                              --------------------

         Each Selling Stockholder (the "Selling Stockholders") of the common
stock ("Common Stock") of Velocity Asset Management Inc., a Delaware corporation
(the "Company") and any of their pledgees, assignees and successors-in-interest
may, from time to time, sell any or all of their shares of Common Stock on the
Trading Market or any other stock exchange, market or trading facility on which
the shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. A Selling Stockholder may use any one or more of the
following methods when selling shares:

         o        ordinary brokerage transactions and transactions in which the
                  broker-dealer solicits purchasers;

         o        block trades in which the broker-dealer will attempt to sell
                  the shares as agent but may position and resell a portion of
                  the block as principal to facilitate the transaction;

         o        purchases by a broker-dealer as principal and resale by the
                  broker-dealer for its account;

         o        an exchange distribution in accordance with the rules of the
                  applicable exchange;

         o        privately negotiated transactions;

         o        settlement of short sales entered into after the effective
                  date of the registration statement of which this prospectus is
                  a part;

         o        broker-dealers may agree with the Selling Stockholders to sell
                  a specified number of such shares at a stipulated price per
                  share;

         o        a combination of any such methods of sale;

         o        through the writing or settlement of options or other hedging
                  transactions, whether through an options exchange or
                  otherwise; or

         o        any other method permitted pursuant to applicable law.

         The Selling Stockholders may also sell shares under Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act"), if available, rather
than under this prospectus.

         Broker-dealers engaged by the Selling Stockholders may arrange for
other brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the Selling Stockholders (or, if any broker-dealer
acts as agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated, but, except as set forth in a supplement to this Prospectus, in the
case of an agency transaction not in excess of a customary brokerage commission
in compliance with NASDR Rule 2440; and in the case of a principal transaction a
markup or markdown in compliance with NASDR IM-2440.

                                       17
<PAGE>

         In connection with the sale of the Common Stock or interests therein,
the Selling Stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the
Common Stock in the course of hedging the positions they assume. The Selling
Stockholders may also sell shares of the Common Stock short and deliver these
securities to close out their short positions, or loan or pledge the Common
Stock to broker-dealers that in turn may sell these securities. The Selling
Stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions or the creation of one or more
derivative securities which require the delivery to such broker-dealer or other
financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).

         The Selling Stockholders and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. Each Selling Stockholder has
informed the Company that it does not have any written or oral agreement or
understanding, directly or indirectly, with any person to distribute the Common
Stock. In no event shall any broker-dealer receive fees, commissions and markups
which, in the aggregate, would exceed eight percent (8%).

         The Company is required to pay certain fees and expenses incurred by
the Company incident to the registration of the shares. The Company has agreed
to indemnify the Selling Stockholders against certain losses, claims, damages
and liabilities, including liabilities under the Securities Act.

         Because Selling Stockholders may be deemed to be "underwriters" within
the meaning of the Securities Act, they will be subject to the prospectus
delivery requirements of the Securities Act. In addition, any securities covered
by this prospectus which qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than under this prospectus.
Each Selling Stockholder has advised us that they have not entered into any
written or oral agreements, understandings or arrangements with any underwriter
or broker-dealer regarding the sale of the resale shares. There is no
underwriter or coordinating broker acting in connection with the proposed sale
of the resale shares by the Selling Stockholders.

         We agreed to keep this prospectus effective until the earlier of (i)
the date on which the shares may be resold by the Selling Stockholders without
registration and without regard to any volume limitations by reason of Rule
144(e) under the Securities Act or any other rule of similar effect or (ii) all
of the shares have been sold pursuant to the prospectus or Rule 144 under the
Securities Act or any other rule of similar effect. The resale shares will be
sold only through registered or licensed brokers or dealers if required under
applicable state securities laws. In addition, in certain states, the resale
shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.

                                       18
<PAGE>

         Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the resale shares may not simultaneously
engage in market making activities with respect to the Common Stock for the
applicable restricted period, as defined in Regulation M, prior to the
commencement of the distribution. In addition, the Selling Stockholders will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including Regulation M, which may limit the timing of
purchases and sales of shares of the Common Stock by the Selling Stockholders or
any other person. We will make copies of this prospectus available to the
Selling Stockholders and have informed them of the need to deliver a copy of
this prospectus to each purchaser at or prior to the time of the sale.


                                       19
<PAGE>

                                                                         Annex B

                         VELOCITY ASSET MANAGEMENT INC.

                 Selling Securityholder Notice and Questionnaire

         The undersigned beneficial owner of common stock, par value $.001 per
share (the "Common Stock"), of Velocity Asset Management Inc., a Delaware
corporation (the "Company"), (the "Registrable Securities") understands that the
Company has filed or intends to file with the Securities and Exchange Commission
(the "Commission") a registration statement on Form SB-2 (the "Registration
Statement") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "Securities Act"), of the Registrable Securities, in
accordance with the terms of the Registration Rights Agreement, dated as of
October 27, 2005 (the "Registration Rights Agreement"), among the Company and
the Purchasers named therein. A copy of the Registration Rights Agreement is
available from the Company upon request at the address set forth below. All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Registration Rights Agreement.

         Certain legal consequences arise from being named as a selling
securityholder in the Registration Statement and the related prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel regarding the consequences of being
named or not being named as a selling securityholder in the Registration
Statement and the related prospectus.

                                     NOTICE

         The undersigned beneficial owner (the "Selling Securityholder") of
Registrable Securities hereby elects to include the Registrable Securities owned
by it and listed below in Item 3 (unless otherwise specified under such Item 3)
in the Registration Statement.

                                       20
<PAGE>

The undersigned hereby provides the following information to the Company and
represents and warrants that such information is accurate:

                                  QUESTIONNAIRE

1.          Name.

            (a)         Full Legal Name of Selling Securityholder

                        ________________________________________________________


            (b)         Full Legal Name of Registered Holder (if not the same as
                        (a) above) through which Registrable Securities Listed
                        in Item 3 below are held:

                        ________________________________________________________


            (c)         Full Legal Name of Natural Control Person (which means a
                        natural person who directly or indirectly alone or with
                        others has power to vote or dispose of the securities
                        covered by the questionnaire):

                        ________________________________________________________



2.  Address for Notices to Selling Securityholder:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

Telephone: _____________________________________________________________________

Fax:       _____________________________________________________________________

Contact Person: ________________________________________________________________


3.  Beneficial Ownership of Registrable Securities:

            (a)         Type and Principal Amount of Registrable Securities
                        beneficially owned:


                        ________________________________________________________

                        ________________________________________________________

                        ________________________________________________________

                                       21
<PAGE>


4.  Broker-Dealer Status:

            (a)         Are you a broker-dealer?

                           Yes  [ ]       No[ ]

            (b)         If "yes" to Section 4(a), did you receive your
                        Registrable Securities as compensation for investment
                        banking services to the Company.

                           Yes  [ ]       No[ ]

            Note:       If no, the Commission's staff has indicated that you
                        should be identified as an underwriter in the
                        Registration Statement.

            (c)         Are you an affiliate of a broker-dealer?

                           Yes  [ ]       No[ ]

            (d)         If you are an affiliate of a broker-dealer, do you
                        certify that you bought the Registrable Securities in
                        the ordinary course of business, and at the time of the
                        purchase of the Registrable Securities to be resold, you
                        had no agreements or understandings, directly or
                        indirectly, with any person to distribute the
                        Registrable Securities?

                           Yes  [ ]       No[ ]

            Note:       If no, the Commission's staff has indicated that you
                        should be identified as an underwriter in the
                        Registration Statement.

5.  Beneficial Ownership of Other Securities of the Company Owned by the Selling
    Securityholder.

            Except as set forth below in this Item 5, the undersigned is not the
            beneficial or registered owner of any securities of the Company
            other than the Registrable Securities listed above in Item 3.

            (a)         Type and Amount of Other Securities beneficially owned
                        by the Selling Securityholder:


                        ________________________________________________________

                        ________________________________________________________


                                       22
<PAGE>

6.  Relationships with the Company:

         Except as set forth below, neither the undersigned nor any of its
         affiliates, officers, directors or principal equity holders (owners of
         5% of more of the equity securities of the undersigned) has held any
         position or office or has had any other material relationship with the
         Company (or its predecessors or affiliates) during the past three
         years.

         State any exceptions here:

            ____________________________________________________________________

            ____________________________________________________________________



         The undersigned agrees to promptly notify the Company of any
inaccuracies or changes in the information provided herein that may occur
subsequent to the date hereof at any time while the Registration Statement
remains effective.

         By signing below, the undersigned consents to the disclosure of the
information contained herein in its answers to Items 1 through 6 and the
inclusion of such information in the Registration Statement and the related
prospectus and any amendments or supplements thereto. The undersigned
understands that such information will be relied upon by the Company in
connection with the preparation or amendment of the Registration Statement and
the related prospectus.

         IN WITNESS WHEREOF the undersigned, by authority duly given, has caused
this Notice and Questionnaire to be executed and delivered either in person or
by its duly authorized agent.

Dated:  __________________          Beneficial Owner:___________________________

                                    By: ________________________________________
                                        Name:
                                        Title:

PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND
RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:

                                       23