EXHIBIT 10.4

                              SUBSIDIARY GUARANTEE

         SUBSIDIARY GUARANTEE, dated as of October 27, 2005 (this "Guarantee"),
made by each of the signatories hereto (together with any other entity that may
become a party hereto as provided herein, (the "Guarantors"), in favor of the
purchasers signatory (the "Purchasers") to that certain Securities Purchase
Agreement, dated as of the date hereof, between Velocity Asset Management Inc.,
a Delaware corporation (the "Company"), J. Holder Inc. (collectively with the
Company, "the Borrowers"), a New Jersey corporation and the Purchasers.


                              W I T N E S S E T H:

         WHEREAS, pursuant to that certain Securities Purchase Agreement, dated
as of the date hereof, by and between the Borrowers and the Purchasers (the
"Purchase Agreement"), the Borrowers have agreed to sell and issue to the
Purchasers, and the Purchasers have agreed to purchase from the Borrowers, the
Borrower's Secured Convertible Debentures, due April 27, 2007 (the
"Debentures"), subject to the terms and conditions set forth therein; and

         WHEREAS, each Guarantor will directly benefit from the extension of
credit to the Borrowers represented by the issuance of the Debentures; and

         NOW, THEREFORE, in consideration of the premises and to induce the
Purchasers to enter into the Purchase Agreement and to carry out the
transactions contemplated thereby, each Guarantor hereby agrees with the
Purchasers as follows:

         1.       Definitions. Unless otherwise defined herein, terms defined in
the Purchase Agreement and used herein shall have the meanings given to them in
the Purchase Agreement. The words "hereof," "herein," "hereto" and "hereunder"
and words of similar import when used in this Guarantee shall refer to this
Guarantee as a whole and not to any particular provision of this Guarantee, and
Section and Schedule references are to this Guarantee unless otherwise
specified. The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms. The following
terms shall have the following meanings:

                  "Guarantee" means this Subsidiary Guarantee, as the same may
         be amended, supplemented or otherwise modified from time to time.

                  "Obligations" means the collective reference to all
         obligations and undertakings of the Borrowers of whatever nature,
         monetary or otherwise, under the Debentures, the Purchase Agreement,
         the Security Agreement, the Warrants, the Registration Rights Agreement
         or any other future agreement or obligations undertaken by the
         Borrowers to the Purchasers, together with all reasonable attorneys'
         fees, disbursements and all other costs and expenses of collection
         incurred by Purchasers in enforcing any of such Obligations and/or this
         Guarantee.

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         2.       Guarantee.
                  ---------

                  (a)      Guarantee.

                           (i)      The Guarantors hereby, jointly and
                                    severally, unconditionally and irrevocably,
                                    guarantee to the Purchasers and their
                                    respective successors, indorsees,
                                    transferees and assigns, the prompt and
                                    complete payment and performance by the
                                    Borrowers when due (whether at the stated
                                    maturity, by acceleration or otherwise) of
                                    the Obligations.

                           (ii)     Anything herein or in any other Transaction
                                    Document to the contrary notwithstanding,
                                    the maximum liability of each Guarantor
                                    hereunder and under the other Transaction
                                    Documents shall in no event exceed the
                                    amount which can be guaranteed by such
                                    Guarantor under applicable federal and state
                                    laws, including laws relating to the
                                    insolvency of debtors, fraudulent conveyance
                                    or transfer or laws affecting the rights of
                                    creditors generally (after giving effect to
                                    the right of contribution established in
                                    Section 2(b)).

                           (iii)    Each Guarantor agrees that the Obligations
                                    may at any time and from time to time exceed
                                    the amount of the liability of such
                                    Guarantor hereunder without impairing the
                                    guarantee contained in this Section 2 or
                                    affecting the rights and remedies of the
                                    Purchasers hereunder.

                           (iv)     The guarantee contained in this Section 2
                                    shall remain in full force and effect until
                                    all the Obligations and the obligations of
                                    each Guarantor under the guarantee contained
                                    in this Section 2 shall have been satisfied
                                    by payment in full.

                           (v)      No payment made by the Borrowers, any of the
                                    Guarantors, any other guarantor or any other
                                    Person or received or collected by the
                                    Purchasers from the Borrowers, any of the
                                    Guarantors, any other guarantor or any other
                                    Person by virtue of any action or proceeding
                                    or any set-off or appropriation or
                                    application at any time or from time to time
                                    in reduction of or in payment of the
                                    Obligations shall be deemed to modify,
                                    reduce, release or otherwise affect the
                                    liability of any Guarantor hereunder which
                                    shall, notwithstanding any such payment

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                                    (other than any payment made by such
                                    Guarantor in respect of the Obligations or
                                    any payment received or collected from such
                                    Guarantor in respect of the Obligations),
                                    remain liable for the Obligations up to the
                                    maximum liability of such Guarantor
                                    hereunder until the Obligations are paid in
                                    full.

                           (vi)     Notwithstanding anything to the contrary in
                                    this Agreement, with respect to any
                                    defaulted non-monetary Obligations the
                                    specific performance of which by the
                                    Guarantors is not reasonably possible (e.g.
                                    the issuance of the Borrowers' Common
                                    Stock), the Guarantors shall only be liable
                                    for making the Purchasers whole on a
                                    monetary basis for the Borrowers' failure to
                                    perform such Obligations in accordance with
                                    the Transaction Documents.

                  (b)      Right of Contribution. Each Guarantor hereby agrees
         that to the extent that a Guarantor shall have paid more than its
         proportionate share of any payment made hereunder, such Guarantor shall
         be entitled to seek and receive contribution from and against any other
         Guarantor hereunder which has not paid its proportionate share of such
         payment. Each Guarantor's right of contribution shall be subject to the
         terms and conditions of Section 2(c). The provisions of this Section
         2(b) shall in no respect limit the obligations and liabilities of any
         Guarantor to the Purchasers, and each Guarantor shall remain liable to
         the Purchasers for the full amount guaranteed by such Guarantor
         hereunder.

                  (c)      No Subrogation. Notwithstanding any payment made by
         any Guarantor hereunder or any set-off or application of funds of any
         Guarantor by the Purchasers, no Guarantor shall be entitled to be
         subrogated to any of the rights of the Purchasers against the Borrowers
         or any other Guarantor or any collateral security or guarantee or right
         of offset held by the Purchasers for the payment of the Obligations,
         nor shall any Guarantor seek or be entitled to seek any contribution or
         reimbursement from the Borrowers or any other Guarantor in respect of
         payments made by such Guarantor hereunder, until all amounts owing to
         the Purchasers by the Borrowers on account of the Obligations are paid
         in full. If any amount shall be paid to any Guarantor on account of
         such subrogation rights at any time when all of the Obligations shall
         not have been paid in full, such amount shall be held by such Guarantor
         in trust for the Purchasers, segregated from other funds of such
         Guarantor, and shall, forthwith upon receipt by such Guarantor, be
         turned over to the Purchasers in the exact form received by such
         Guarantor (duly indorsed by such Guarantor to the Purchasers, if
         required), to be applied against the Obligations, whether matured or
         unmatured, in such order as the Purchasers may determine.

                  (d)      Amendments, Etc. With Respect to the Obligations.
         Each Guarantor shall remain obligated hereunder notwithstanding that,
         without any reservation of rights against any Guarantor and without

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         notice to or further assent by any Guarantor, any demand for payment of
         any of the Obligations made by the Purchasers may be rescinded by the
         Purchasers and any of the Obligations continued, and the Obligations,
         or the liability of any other Person upon or for any part thereof, or
         any collateral security or guarantee therefor or right of offset with
         respect thereto, may, from time to time, in whole or in part, be
         renewed, extended, amended, modified, accelerated, compromised, waived,
         surrendered or released by the Purchasers, and the Purchase Agreement
         and the other Transaction Documents and any other documents executed
         and delivered in connection therewith may be amended, modified,
         supplemented or terminated, in whole or in part, as the Purchasers may
         deem advisable from time to time, and any collateral security,
         guarantee or right of offset at any time held by the Purchasers for the
         payment of the Obligations may be sold, exchanged, waived, surrendered
         or released. The Purchasers shall have no obligation to protect,
         secure, perfect or insure any Lien at any time held by them as security
         for the Obligations or for the guarantee contained in this Section 2 or
         any property subject thereto.

                  (e)      Guarantee Absolute and Unconditional. Each Guarantor
         waives any and all notice of the creation, renewal, extension or
         accrual of any of the Obligations and notice of or proof of reliance by
         the Purchasers upon the guarantee contained in this Section 2 or
         acceptance of the guarantee contained in this Section 2; the
         Obligations, and any of them, shall conclusively be deemed to have been
         created, contracted or incurred, or renewed, extended, amended or
         waived, in reliance upon the guarantee contained in this Section 2; and
         all dealings between the Borrowers and any of the Guarantors, on the
         one hand, and the Purchasers, on the other hand, likewise shall be
         conclusively presumed to have been had or consummated in reliance upon
         the guarantee contained in this Section 2. Each Guarantor waives to the
         extent permitted by law diligence, presentment, protest, demand for
         payment and notice of default or nonpayment to or upon the Borrowers or
         any of the Guarantors with respect to the Obligations. Each Guarantor
         understands and agrees that the guarantee contained in this Section 2
         shall be construed as a continuing, absolute and unconditional
         guarantee of payment without regard to (a) the validity or
         enforceability of the Purchase Agreement or any other Transaction
         Document, any of the Obligations or any other collateral security
         therefor or guarantee or right of offset with respect thereto at any
         time or from time to time held by the Purchasers, (b) any defense,
         set-off or counterclaim (other than a defense of payment or performance
         or fraud or misconduct by Purchasers) which may at any time be
         available to or be asserted by the Borrowers or any other Person
         against the Purchasers, or (c) any other circumstance whatsoever (with
         or without notice to or knowledge of the Borrowers or such Guarantor)
         which constitutes, or might be construed to constitute, an equitable or
         legal discharge of the Borrowers for the Obligations, or of such
         Guarantor under the guarantee contained in this Section 2, in
         bankruptcy or in any other instance. When making any demand hereunder
         or otherwise pursuing its rights and remedies hereunder against any

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         Guarantor, the Purchasers may, but shall be under no obligation to,
         make a similar demand on or otherwise pursue such rights and remedies
         as they may have against the Borrowers, any other Guarantor or any
         other Person or against any collateral security or guarantee for the
         Obligations or any right of offset with respect thereto, and any
         failure by the Purchasers to make any such demand, to pursue such other
         rights or remedies or to collect any payments from the Borrowers, any
         other Guarantor or any other Person or to realize upon any such
         collateral security or guarantee or to exercise any such right of
         offset, or any release of the Borrowers, any other Guarantor or any
         other Person or any such collateral security, guarantee or right of
         offset, shall not relieve any Guarantor of any obligation or liability
         hereunder, and shall not impair or affect the rights and remedies,
         whether express, implied or available as a matter of law, of the
         Purchasers against any Guarantor. For the purposes hereof, "demand"
         shall include the commencement and continuance of any legal
         proceedings.

                  (f)      Reinstatement. The guarantee contained in this
         Section 2 shall continue to be effective, or be reinstated, as the case
         may be, if at any time payment, or any part thereof, of any of the
         Obligations is rescinded or must otherwise be restored or returned by
         the Purchasers upon the insolvency, bankruptcy, dissolution,
         liquidation or reorganization of the Borrowers or any Guarantor, or
         upon or as a result of the appointment of a receiver, intervenor or
         conservator of, or trustee or similar officer for, the Borrowers or any
         Guarantor or any substantial part of its property, or otherwise, all as
         though such payments had not been made.

                  (g)      Payments. Each Guarantor hereby guarantees that
         payments hereunder will be paid to the Purchasers without set-off or
         counterclaim in U.S. dollars at the address set forth or referred to in
         the Purchase Agreement.

         3.       Representations and Warranties. Each Guarantor hereby makes
the following representations and warranties to Purchasers as of the date
hereof:

                  (a)      Organization and Qualification. The Guarantor is a
         corporation, duly incorporated, validly existing and in good standing
         under the laws of the applicable jurisdiction set forth on Schedule 1,
         with the requisite corporate power and authority to own and use its
         properties and assets and to carry on its business as currently
         conducted. The Guarantor has no subsidiaries other than those
         identified as such on the Disclosure Schedules to the Purchase
         Agreement. The Guarantor is duly qualified to do business and is in
         good standing as a foreign corporation in each jurisdiction in which
         the nature of the business conducted or property owned by it makes such
         qualification necessary, except where the failure to be so qualified or
         in good standing, as the case may be, could not, individually or in the
         aggregate, (x) adversely affect the legality, validity or
         enforceability of any of this Guaranty in any material respect, (y)
         have a material adverse effect on the results of operations, assets,
         prospects, or financial condition of the Guarantor or (z) adversely
         impair in any material respect the Guarantor's ability to perform fully

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         on a timely basis its obligations under this Guaranty (a "Material
         Adverse Effect").

                  (b)      Authorization; Enforcement. The Guarantor has the
         requisite corporate power and authority to enter into and to consummate
         the transactions contemplated by this Guaranty, and otherwise to carry
         out its obligations hereunder. The execution and delivery of this
         Guaranty by the Guarantor and the consummation by it of the
         transactions contemplated hereby have been duly authorized by all
         requisite corporate action on the part of the Guarantor. This Guaranty
         has been duly executed and delivered by the Guarantor and constitutes
         the valid and binding obligation of the Guarantor enforceable against
         the Guarantor in accordance with its terms, except as such
         enforceability may be limited by applicable bankruptcy, insolvency,
         reorganization, moratorium, liquidation or similar laws relating to, or
         affecting generally the enforcement of, creditors' rights and remedies
         or by other equitable principles of general application.

                  (c)      No Conflicts. The execution, delivery and performance
         of this Guaranty by the Guarantor and the consummation by the Guarantor
         of the transactions contemplated thereby do not and will not (i)
         conflict with or violate any provision of its Certificate of
         Incorporation or By-laws or (ii) conflict with, constitute a default
         (or an event which with notice or lapse of time or both would become a
         default) under, or give to others any rights of termination, amendment,
         acceleration or cancellation of, any agreement, indenture or instrument
         to which the Guarantor is a party, or (iii) result in a violation of
         any law, rule, regulation, order, judgment, injunction, decree or other
         restriction of any court or governmental authority to which the
         Guarantor is subject (including Federal and state securities laws and
         regulations), or by which any material property or asset of the
         Guarantor is bound or affected, except in the case of each of clauses
         (ii) and (iii), such conflicts, defaults, terminations, amendments,
         accelerations, cancellations and violations as could not, individually
         or in the aggregate, have or result in a Material Adverse Effect. The
         business of the Guarantor is not being conducted in violation of any
         law, ordinance or regulation of any governmental authority, except for
         violations which, individually or in the aggregate, do not have a
         Material Adverse Effect.

                  (d)      Consents and Approvals. The Guarantor is not required
         to obtain any consent, waiver, authorization or order of, or make any
         filing or registration with, any court or other federal, state, local,
         foreign or other governmental authority or other person in connection
         with the execution, delivery and performance by the Guarantor of this
         Guaranty.

                  (e)      Purchase Agreement. The representations and
         warranties of the Borrowers set forth in the Purchase Agreement as they
         relate to such Guarantor, each of which is hereby incorporated herein
         by reference, are true and correct as of each time such representations
         are deemed to be made pursuant to such Purchase Agreement, and the

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         Purchasers shall be entitled to rely on each of them as if they were
         fully set forth herein, provided, that each reference in each such
         representation and warranty to the Borrowers's knowledge shall, for the
         purposes of this Section 3, be deemed to be a reference to such
         Guarantor's knowledge.

                  (f)      Foreign Law. Each Guarantor has consulted with
         appropriate foreign legal counsel with respect to any of the above
         representations for which non-U.S. law is applicable. Such foreign
         counsel have advised each applicable Guarantor that such counsel knows
         of no reason why any of the above representations would not be true and
         accurate. Such foreign counsel were provided with copies of this
         Subsidiary Guarantee and the Transaction Documents prior to rendering
         their advice.

         4.       Covenants.
                  ---------

                  (a)      Each Guarantor covenants and agrees with the
         Purchasers that, from and after the date of this Guarantee until the
         Obligations shall have been paid in full, such Guarantor shall take,
         and/or shall refrain from taking, as the case may be, each commercially
         reasonable action that is necessary to be taken or not taken, as the
         case may be, so that no Event of Default is caused by the failure to
         take such action or to refrain from taking such action by such
         Guarantor.

                  (b)      So long as any of the Obligations are outstanding,
         each Guarantor will not directly or indirectly on or after the date of
         this Guarantee:

                           i.      except with the prior written consent of the
                  Agent (as defined in the Security Agreement), enter into,
                  create, incur, assume or suffer to exist any indebtedness for
                  borrowed money of any kind, including but not limited to, a
                  guarantee, on or with respect to any of its property or assets
                  now owned or hereafter acquired or any interest therein or any
                  income or profits therefrom that is senior to, or pari passu
                  with, in any respect, such Guarantor's obligations hereunder;

                           ii.      enter into, create, incur, assume or suffer
                  to exist any liens of any kind, on or with respect to any of
                  its property or assets now owned or hereafter acquired or any
                  interest therein or any income or profits therefrom that is
                  senior to, in any respect, such Guarantor's obligations
                  hereunder;

                           iii.     amend its certificate of incorporation,
                  bylaws or other charter documents so as to adversely affect
                  any rights of the Holder hereunder;

                           iv.      repay, repurchase or offer to repay,
                  repurchase or otherwise acquire more than a de minimis number
                  of shares of its Common Stock or Common Stock Equivalents;

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                           v.       enter into any agreement with respect to any
                  of the foregoing; or

                           vi.      pay cash dividends on any equity securities
                  of the Borrowers.

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

                  (a)      Amendments in Writing. None of the terms or
         provisions of this Guarantee may be waived, amended, supplemented or
         otherwise modified except in writing by the Purchasers.

                  (b)      Notices. All notices, requests and demands to or upon
         the Purchasers or any Guarantor hereunder shall be effected in the
         manner provided for in the Purchase Agreement; provided that any such
         notice, request or demand to or upon any Guarantor shall be addressed
         to such Guarantor at its notice address set forth on Schedule 5(b).

                  (c)      No Waiver By Course Of Conduct; Cumulative Remedies.
         The Purchasers shall not by any act (except by a written instrument
         pursuant to Section 5(a)), delay, indulgence, omission or otherwise be
         deemed to have waived any right or remedy hereunder or to have
         acquiesced in any default under the Transaction Documents or Event of
         Default. No failure to exercise, nor any delay in exercising, on the
         part of the Purchasers, any right, power or privilege hereunder shall
         operate as a waiver thereof. No single or partial exercise of any
         right, power or privilege hereunder shall preclude any other or further
         exercise thereof or the exercise of any other right, power or
         privilege. A waiver by the Purchasers of any right or remedy hereunder
         on any one occasion shall not be construed as a bar to any right or
         remedy which the Purchasers would otherwise have on any future
         occasion. The rights and remedies herein provided are cumulative, may
         be exercised singly or concurrently and are not exclusive of any other
         rights or remedies provided by law.

                  (d)      Enforcement Expenses; Indemnification.
                           -------------------------------------

                           (i)      Each Guarantor agrees to pay, or reimburse
                                    the Purchasers for, all its costs and
                                    expenses incurred in collecting against such
                                    Guarantor under the guarantee contained in
                                    Section 2 or otherwise enforcing or
                                    preserving any rights under this Guarantee
                                    and the other Transaction Documents to which
                                    such Guarantor is a party, including,
                                    without limitation, the reasonable fees and
                                    disbursements of counsel to the Purchasers.

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                           (ii)     Each Guarantor agrees to pay, and to save
                                    the Purchasers harmless from, any and all
                                    liabilities with respect to, or resulting
                                    from any delay in paying, any and all stamp,
                                    excise, sales or other taxes which may be
                                    payable or determined to be payable in
                                    connection with any of the transactions
                                    contemplated by this Guarantee.

                           (iii)    Each Guarantor agrees to pay, and to save
                                    the Purchasers harmless from, any and all
                                    liabilities, obligations, losses, damages,
                                    penalties, actions, judgments, suits, costs,
                                    expenses or disbursements of any kind or
                                    nature whatsoever with respect to the
                                    execution, delivery, enforcement,
                                    performance and administration of this
                                    Guarantee to the extent the Borrowers would
                                    be required to do so pursuant to the
                                    Purchase Agreement.

                           (iv)     The agreements in this Section shall survive
                                    repayment of the Obligations and all other
                                    amounts payable under the Purchase Agreement
                                    and the other Transaction Documents.

                  (e)      Successor and Assigns. This Guarantee shall be
         binding upon the successors and assigns of each Guarantor and shall
         inure to the benefit of the Purchasers and their respective successors
         and assigns; provided that no Guarantor may assign, transfer or
         delegate any of its rights or obligations under this Guarantee without
         the prior written consent of the Purchasers.

                  (f)      Set-Off. Each Guarantor hereby irrevocably authorizes
         the Purchasers at any time and from time to time while an Event of
         Default under any of the Transaction Documents shall have occurred and
         be continuing, without notice to such Guarantor or any other Guarantor,
         any such notice being expressly waived by each Guarantor, to set-off
         and appropriate and apply any and all deposits, credits, indebtedness
         or claims, in any currency, in each case whether direct or indirect,
         absolute or contingent, matured or unmatured, at any time held or owing
         by the Purchasers to or for the credit or the account of such
         Guarantor, or any part thereof in such amounts as the Purchasers may
         elect, against and on account of the obligations and liabilities of
         such Guarantor to the Purchasers hereunder and claims of every nature
         and description of the Purchasers against such Guarantor, in any
         currency, whether arising hereunder, under the Purchase Agreement, any
         other Transaction Document or otherwise, as the Purchasers may elect,
         whether or not the Purchasers have made any demand for payment and
         although such obligations, liabilities and claims may be contingent or
         unmatured. The Purchasers shall notify such Guarantor promptly of any
         such set-off and the application made by the Purchasers of the proceeds
         thereof, provided that the failure to give such notice shall not affect
         the validity of such set-off and application. The rights of the
         Purchasers under this Section are in addition to other rights and
         remedies(including, without limitation, other rights of set-off) which
         the Purchasers may have.

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                  (g)      Counterparts. This Guarantee may be executed by one
         or more of the parties to this Guarantee on any number of separate
         counterparts (including by telecopy), and all of said counterparts
         taken together shall be deemed to constitute one and the same
         instrument.

                  (h)      Severability. Any provision of this Guarantee which
         is prohibited or unenforceable in any jurisdiction shall, as to such
         jurisdiction, be ineffective to the extent of such prohibition or
         unenforceability without invalidating the remaining provisions hereof,
         and any such prohibition or unenforceability in any jurisdiction shall
         not invalidate or render unenforceable such provision in any other
         jurisdiction.

                  (i)      Section Headings. The Section headings used in this
         Guarantee are for convenience of reference only and are not to affect
         the construction hereof or be taken into consideration in the
         interpretation hereof.

                  (j)      Integration. This Guarantee and the other Transaction
         Documents represent the agreement of the Guarantors and the Purchasers
         with respect to the subject matter hereof and thereof, and there are no
         promises, undertakings, representations or warranties by the Purchasers
         relative to subject matter hereof and thereof not expressly set forth
         or referred to herein or in the other Transaction Documents.

                  (k)      Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY,
         AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE
         OF NEW YORK WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAWS.

                  (l)      Submission to Jurisdictional; Waiver. Each Guarantor
         hereby irrevocably and unconditionally:

                           (i)      submits for itself and its property in any
                                    legal action or proceeding relating to this
                                    Guarantee and the other Transaction
                                    Documents to which it is a party, or for
                                    recognition and enforcement of any judgment
                                    in respect thereof, to the non-exclusive
                                    general jurisdiction of the Courts of the
                                    State of New York, located in New York
                                    County, New York, the courts of the United
                                    States of America for the Southern District
                                    of New York, and appellate courts from any
                                    thereof;

                           (ii)     consents that any such action or proceeding
                                    may be brought in such courts and waives any
                                    objection that it may now or hereafter have

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                                    to the venue of any such action or
                                    proceeding in any such court or that such
                                    action or proceeding was brought in an
                                    inconvenient court and agrees not to plead
                                    or claim the same;

                           (iii)    agrees that service of process in any such
                                    action or proceeding may be effected by
                                    mailing a copy thereof by registered or
                                    certified mail (or any substantially similar
                                    form of mail), postage prepaid, to such
                                    Guarantor at its address referred to in the
                                    Purchase Agreement or at such other address
                                    of which the Purchasers shall have been
                                    notified pursuant thereto;

                           (iv)     agrees that nothing herein shall affect the
                                    right to effect service of process in any
                                    other manner permitted by law or shall limit
                                    the right to sue in any other jurisdiction;
                                    and

                           (v)      waives, to the maximum extent not prohibited
                                    by law, any right it may have to claim or
                                    recover in any legal action or proceeding
                                    referred to in this Section any special,
                                    exemplary, punitive or consequential
                                    damages.

                  (m)      Acknowledgements. Each Guarantor hereby acknowledges
         that:

                           (i)      it has been advised by counsel in the
                                    negotiation, execution and delivery of this
                                    Guarantee and the other Transaction
                                    Documents to which it is a party;

                           (ii)     the Purchasers have no fiduciary
                                    relationship with or duty to any Guarantor
                                    arising out of or in connection with this
                                    Guarantee or any of the other Transaction
                                    Documents, and the relationship between the
                                    Guarantors, on the one hand, and the
                                    Purchasers, on the other hand, in connection
                                    herewith or therewith is solely that of
                                    debtor and creditor; and

                           (iii)    no joint venture is created hereby or by the
                                    other Transaction Documents or otherwise
                                    exists by virtue of the transactions
                                    contemplated hereby among the Guarantors and
                                    the Purchasers.

                  (n)      Additional Guarantors. The Borrowers shall cause each
         of its subsidiaries formed or acquired on or subsequent to the date
         hereof to become a Guarantor for all purposes of this Guarantee by
         executing and delivering an Assumption Agreement in the form of Annex 1
         hereto.

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<PAGE>

                  (o)      Release of Guarantors. Subject to Section 2.6, each
         Guarantor will be released from all liability hereunder concurrently
         with the repayment in full of all amounts owed under the Purchase
         Agreement, the Debentures and the other Transaction Documents.

                  (p)      Seniority. The Obligations of each of the Guarantors
         hereunder rank senior in priority to any other unsecured Debt (as
         defined in the Debentures) of such Guarantor.

                  (q)      Waiver of Jury Trial. EACH GUARANTOR AND, BY
         ACCEPTANCE OF THE BENEFITS HEREOF, THE PURCHASERS, HEREBY IRREVOCABLY
         AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
         PROCEEDING RELATING TO THIS GUARANTEE AND FOR ANY COUNTERCLAIM THEREIN.



                                       12
<PAGE>


         IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee
to be duly executed and delivered as of the date first above written.

TLOP Acquisition Company, LLC

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


VOM, LLC

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


SH Sales, Inc.

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


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<PAGE>

                                   SCHEDULE 1

                                   GUARANTORS

         The following are the names, notice addresses and jurisdiction of
organization of each Guarantor.

                                                     COMPANY
                       JURISDICTION OF               OWNED BY
                       INCORPORATION                 PERCENTAGE
                       -------------                 ----------




                                       14
<PAGE>

                                   Annex 1 to
                              SUBSIDIARY GUARANTEE

ASSUMPTION AGREEMENT, dated as of ____ __, ______ made by
______________________________, a ______________ corporation (the "Additional
Guarantor"), in favor of the Purchasers pursuant to the Purchase Agreement
referred to below. All capitalized terms not defined herein shall have the
meaning ascribed to them in such Purchase Agreement.

                              W I T N E S S E T H :

         WHEREAS, Velocity Asset Management Inc., a Bermuda corporation (the
"Company") and the Purchasers have entered into a Securities Purchase Agreement,
dated as of ____________, 2005 (as amended, supplemented or otherwise modified
from time to time, the "Purchase Agreement");

         WHEREAS, in connection with the Purchase Agreement, the Borrowers and
its Subsidiaries (other than the Additional Guarantor) have entered into the
Subsidiary Guarantee, dated as of [______________ ____, 2005 (as amended,
supplemented or otherwise modified from time to time, the "Guarantee") in favor
of the Purchasers;

         WHEREAS, the Purchase Agreement requires the Additional Guarantor to
become a party to the Guarantee; and

         WHEREAS, the Additional Guarantor has agreed to execute and deliver
this Assumption Agreement in order to become a party to the Guarantee;

                          NOW, THEREFORE, IT IS AGREED:

         1.       Guarantee. By executing and delivering this Assumption
Agreement, the Additional Guarantor, as provided in Section 5.14 of the
Guarantee, hereby becomes a party to the Guarantee as a Guarantor thereunder
with the same force and effect as if originally named therein as a Guarantor
and, without limiting the generality of the foregoing, hereby expressly assumes
all obligations and liabilities of a Guarantor thereunder. The information set
forth in Annex 1-A hereto is hereby added to the information set forth in
Schedule 1 to the Guarantee. The Additional Guarantor hereby represents and
warrants that each of the representations and warranties contained in Section 3
of the Guarantee is true and correct on and as the date hereof as to such
Additional Guarantor (after giving effect to this Assumption Agreement) as if
made on and as of such date.

         2.       Governing Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.

                                       15
<PAGE>

         IN WITNESS WHEREOF, the undersigned has caused this Assumption
Agreement to be duly executed and delivered as of the date first above written.


                                       [ADDITIONALGUARANTOR]

                                        By: ____________________________________
                                            Name:
                                            Title:


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