Exhibit 99.2

                         VELOCITY ASSET MANAGEMENT, INC.

                          NOMINATING COMMITTEE CHARTER

      The Nominating Committee's responsibilities and powers as delegated by the
board of directors ("Board") are set forth in this charter. Whenever the
Committee takes an action, it shall exercise its independent judgment on an
informed basis that the action is in the best interests of Velocity Asset
Management, Inc. (the "Company") and its stockholders.

I.    PURPOSE

      As set forth herein, the Committee shall, among other things, discharge
the responsibilities of the Board relating to the appropriate size, functioning
and needs of the Board including, but not limited to, recruitment and retention
of high quality Board members and Committee composition and structure, and shall
be guided in the discharge of their responsibilities hereunder by the Board
Candidate Guidelines appended hereto.

II.   MEMBERSHIP

      The Committee shall consist of at least three members of the Board as
determined from time to time by the Board. Each member shall be "independent" in
accordance with the listing standards of the American Stock Exchange, as amended
from time to time.

      The Board shall elect the members of this Committee at the first Board
meeting practicable following the annual meeting of stockholders and may make
changes from time to time pursuant to the provisions below. Unless a chair is
elected by the Board, the members of the Committee shall designate a chair by
majority vote of the full Committee membership.

      A Committee member may resign by delivering his or her written resignation
to the chairman of the Board, or may be removed by majority vote of the Board by
delivery to such member of written notice of removal, to take effect at a date
specified therein, or upon delivery of such written notice to such member if no
date is specified.

III.  MEETINGS AND COMMITTEE ACTION

      The Committee shall meet at such times as it deems necessary to fulfill
its responsibilities. Meetings of the Committee shall be called by the chairman
of the Committee upon such notice as is provided for in the by-laws of the
Company with respect to meetings of the Board. A majority of the members shall
constitute a quorum. Actions of the Committee may be taken in person at a
meeting or in writing without a meeting. Actions taken at a meeting, to be
valid, shall require the approval of a majority of the members present and
voting. Actions taken in writing, to be valid, shall be signed by all members of
the Committee. The Committee shall report its minutes from each meeting to the
Board.
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      The chairman of the Committee shall establish such rules as may from time
to time be necessary or appropriate for the conduct of the business of the
Committee. At each meeting, the chairman shall appoint as secretary a person who
may, but need not, be a member of the Committee. A certificate of the secretary
of the Committee or minutes of a meeting of the Committee executed by the
secretary setting forth the names of the members of the Committee present at the
meeting or actions taken by the Committee at the meeting shall be sufficient
evidence at all times as to the members of the Committee who were present, or
such actions taken.

IV.   COMMITTEE AUTHORITY AND RESPONSIBLITIES

     o      Developing the criteria and qualifications for membership on the
Board.

     o      Recruiting, reviewing and nominating candidates for election to the
Board or to fill vacancies on the Board.

     o      Reviewing candidates proposed by stockholders, and conducting
appropriate inquiries into the background and qualifications of any such
candidates.

     o      Establishing subcommittees for the purpose of evaluating special or
unique matters.

     o      Monitoring and making recommendations regarding committee functions,
contributions and composition.

     o      Evaluating, on an annual basis, the Committee's performance.

VI.  REPORTING

      The Committee shall prepare a statement each year concerning its
compliance with this charter for inclusion in the Company's proxy statement.
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                         VELOCITY ASSET MANAGEMENT, INC.

                     BOARD OF DIRECTOR CANDIDATE GUIDELINES

      The Nominating Committee of Velocity Asset Management, Inc. (the
"Company") will identify, evaluate and recommend candidates to become members of
the Board of Directors ("Board") with the goal of creating a balance of
knowledge and experience. Nominations to the Board may also be submitted to the
Nominating Committee by the Company's stockholders in accordance with the
Company's policy, a copy of which is attached hereto. Candidates will be
reviewed in the context of current composition of the Board, the operating
requirements of the Company and the long-term interests of the Company's
stockholders. In conducting this assessment, the Committee will consider and
evaluate each director-candidate based upon its assessment of the following
criteria:

        o   Whether the candidate is independent pursuant to the requirements of
the American Stock Exchange.

        o   Whether the candidate is accomplished in his or her field and has a
reputation, both personal and professional, that is consistent with the image
and reputation of the Company.

        o   Whether the candidate has the ability to read and understand basic
financial statements. The Nominating Committee also will determine if a
candidate satisfies the criteria for being an "audit committee financial
expert," as defined by the Securities and Exchange Commission.

        o   Whether the candidate has relevant experience and expertise and
would be able to provide insights and practical wisdom based upon that
experience and expertise.

        o   Whether the candidate has knowledge of the Company and issues
affecting the Company.

        o   Whether the candidate is committed to enhancing stockholder value.

        o   Whether the candidate fully understands, or has the capacity to
fully understand, the legal responsibilities of a director and the governance
processes of a public company.

        o   Whether the candidate is of high moral and ethical character and
would be willing to apply sound, objective and independent business judgment,
and to assume broad fiduciary responsibility.

        o   Whether the candidate has, and would be willing to commit, the
required hours necessary to discharge the duties of Board membership.

        o   Whether the candidate has any prohibitive interlocking relationships
or conflicts of interest.

        o   Whether the candidate is able to develop a good working relationship
with other Board members and contribute to the Board's working relationship with
the senior management of the Company.

        o   Whether the candidate is able to suggest business opportunities to
the Company.
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                    STOCKHOLDER RECOMMENDATIONS FOR DIRECTORS

      Stockholders who wish to recommend to the Nominating Committee a candidate
for election to the Board of Directors should send their letters to 48 S.
Franklin Turnpike, 3rd Floor, Ramsey, NJ, 07446, Attention: Nominating
Committee. The Corporate Secretary will promptly forward all such letters to the
members of the Nominating Committee. Stockholders must follow certain procedures
to recommend to the Nominating Committee candidates for election as directors.
In general, in order to provide sufficient time to enable the Nominating
Committee to evaluate candidates recommended by stockholders in connection with
selecting candidates for nomination in connection with the Company's annual
meeting of stockholders, the Corporate Secretary must receive the stockholder's
recommendation no later than thirty (30) days after the end of the Company's
fiscal year.

      The recommendation must contain the following information about the
candidate:

      o     Name;

      o     Age;

      o     Business and current residence addresses, as well as residence
addresses for the past 20 years;

      o     Principal occupation or employment and employment history (name and
address of employer and job title) for the past 10 years (or such shorter period
as the candidate has been in the workforce);

      o     Educational background;

      o     Permission for the Company to conduct a background investigation,
including the right to obtain education, employment and credit information;

      o     The number of shares of common stock of the Company beneficially
owned by the candidate;

      o     The information that would be required to be disclosed by the
Company about the candidate under the rules of the SEC in a Proxy Statement
soliciting proxies for the election of such candidate as a director (which
currently includes information required by Items 401, 404 and 405 of Regulation
S-K); and

      o     A signed consent of the nominee to serve as a director of the
Company, if elected.