Exhibit 99.1
                             AUDIT COMMITTEE CHARTER
                       OF VELOCITY ASSET MANAGEMENT, INC.

      The Board of Directors (the "Board") of Velocity Asset Management, Inc.
(the "Company") hereby establishes the Audit Committee of the Board with the
following purpose, authority, power, duties and responsibilities.

   I.    PURPOSE

A.    The purpose of the Audit Committee is to represent and assist the Board in
fulfilling its general oversight responsibilities. The primary duties and
responsibilities of the Audit Committee are to:

   1. monitor the integrity of the Company's consolidated financial statements,
      financial reporting process and systems of internal controls regarding
      finance and accounting, the Company's risk management and the Company's
      compliance with legal and regulatory requirements;

   2. appoint, compensate and monitor the independence and performance of the
      Company's independent auditors, as well as monitor the independence and
      performance of the Company's internal audit department; and

   3. provide an avenue of communication among the independent auditors,
      management, the internal audit department and the Board.

B.    It is the responsibility of the Company's management to prepare
consolidated financial statements that are complete and accurate and in
accordance with generally accepted accounting principles in the United States
("GAAP"), and it is the responsibility of the Company's independent auditors to
audit those financial statements. The Audit Committee's responsibility in this
regard is one of oversight and review. The Audit Committee does not provide any
expert or other special assurance as to such financial statements concerning
compliance with laws, regulations or GAAP.

C.    The Audit Committee members are not professional accountants or auditors
and their functions are not intended to duplicate or certify the activities of
management and the independent auditor, nor can the Audit Committee certify that
the independent auditor is "independent" under applicable rules. The Audit
Committee serves a board level oversight role where it oversees the relationship
with the independent auditor, as set forth in this charter, receives information
and provides advise, counsel and general direction, as it deems appropriate, to
management and the auditors, taking into account the information it receives,
discussions with the auditor, and the experience of the Audit Committee's
members in business, financial and accounting matters.
<PAGE>

   II.   COMPOSITION AND OPERATIONS

A. Composition

   1. The Audit Committee must have at least three directors determined by the
      Board to meet the director and Audit Committee member independence
      requirements and financial literacy requirements of the American Stock
      Exchange, Inc ("AMEX"). Members of the Audit Committee shall be appointed
      annually by the Board and are subject to removal at any time by the Board.

   2. The Board shall designate one committee member as Chair of the Audit
      Committee. Each Audit Committee member shall meet the independence and
      experience requirements of the regulations of the Securities and Exchange
      Commission (the "Commission") thereunder.

   3. All members of the Audit Committee shall have a basic understanding of
      finance and accounting and the regulatory requirements of the Company's
      industry and be able to read and understand fundamental financial
      statements.

   4. At least one member of the Audit Committee shall have accounting or
      related financial management expertise and qualify as an "audit committee
      financial expert" as defined by the Commission.

   5. Annually, the Board shall determine if Audit Committee members are
      independent and have the requisite experience.

   6. No Audit Committee member may have participated in the preparation of the
      financial statements of the Company or any of the Company's subsidiaries
      at any time during the past three years.

B. Operations

   1. The Audit Committee shall meet at least four times annually - in March,
      April, July and October - or more frequently as circumstances dictate at
      such times and places as the Audit Committee shall determine including by
      written consent. If the Audit Committee Chair is not present, the members
      of the Audit Committee may designate a Chair by majority vote of the Audit
      Committee membership. Meetings shall be of sufficient duration and
      scheduled at such times as the Audit Committee deems appropriate to
      discharge properly its responsibilities. The Audit Committee may ask
      members of management or others to attend meetings or portions thereof and
      provide pertinent information as necessary. The Audit Committee shall
      maintain minutes of its meetings.

   2. At each meeting of its members, the Audit Committee shall meet privately
      in executive session with the CEO and CFO to discuss any matters that the
      Audit Committee or the internal audit department believes should be
      discussed. The Audit Committee shall meet in executive session with the
      independent auditors at least annually to review the performance and
      effectiveness of the internal audit department and to discuss any matters
      that the Audit Committee or the independent auditors believes should be
      discussed.
<PAGE>

   3. The Audit Committee may form and delegate to one or more subcommittees all
      or any portion of the Audit Committee's authority, duties and
      responsibilities, and may establish such rules as it determines necessary
      or appropriate to conduct its business, in each case to the extent
      permitted by applicable law.

   4. The Audit Committee shall have direct access to, and complete and open
      communication with, the Company's management, outside controller and
      independent auditors and may obtain advice and assistance from internal
      legal, accounting or other advisors. The Audit Committee may retain
      independent legal, accounting or other advisors. The Audit Committee shall
      have authority to perform or supervise investigations, and the Company
      shall provide for appropriate funding, as determined by the Audit
      Committee, for the payment of expenses related to any such investigation.

   5. The Company shall provide for appropriate funding, as determined by the
      Audit Committee, for the payment of (i) compensation to the independent
      auditors engaged for the purpose of preparing or issuing an audit report
      or performing other audit, review or attestation services or other
      permitted services for the Company; (ii) ordinary administrative expenses
      of the Audit Committee that are necessary or appropriate in carrying out
      its duties and responsibilities; and (iii) compensation to an independent
      legal, accounting or other advisor retained by the Audit Committee.

   6. All decisions of the Audit Committee shall require the affirmative vote of
      a majority of the directors then serving on the Audit Committee.

   7. When appropriate, the Audit Committee may designate one or more of its
      members to perform certain of its duties on its behalf, subject to such
      reporting to or ratification by the Audit Committee as the Audit Committee
      shall direct.

   8. Compensation for service on the Audit Committee shall be established by
      the full Board.

   III.  AUTHORITY, RESPONSIBILITIES AND DUTIES

   A. Oversight of the Financial Statements, Audit and Disclosure

         1. Review the Company's audited annual financial statements and
            unaudited quarterly financial statements prior to their filing or
            distribution. Review should include discussion with management and
            the independent auditors significant issues regarding accounting
            principles, practices and judgments and the Company's disclosures
            under "Management's Discussion and Analysis of Financial Condition
            and Results of Operations" in the Company's annual and quarterly
            reports filed with the Commission.
<PAGE>

         2. Review and discuss with management and the independent auditors, as
            appropriate, the Company's earnings press releases and financial
            information and earnings guidance provided by the Company to
            analysts and to rating agencies.

         3. Discuss with management and the independent auditors significant
            financial reporting issues and judgments made in connection with the
            preparation of the Company's financial statements, including any
            significant changes in the Company's selection or application of
            accounting principles and whether the accounting principles adopted
            by the Company are common practices or minority practices. Also
            discuss the use of "pro forma" or "adjusted" non-GAAP financial
            information in annual and quarterly reports filed by the Company
            under federal securities laws or furnished in the Company's earnings
            releases.

         4. Review and discuss with the Company's officers and the independent
            auditor various topics and events that may have significant
            financial impact on the Company or that are the subject of
            discussions between the Company's officers and the independent
            auditors.

         5. Review and discuss on a quarterly and annual basis with the
            independent auditors (i) all critical accounting policies and
            practices used in preparing the Company's consolidated financial
            statements; (ii) all alternative treatments of financial information
            under GAAP that have been discussed with management, ramifications
            of the use of such alternative treatments and the treatment
            preferred by the independent auditors; and (iii) other material
            written communications between the independent auditors and
            management of the Company, such as any management letter or schedule
            of unadjusted differences.

         6. In consultation with management, the independent auditors and the
            internal audit department, consider the integrity of the Company's
            financial reporting processes and disclosure controls, including any
            significant deficiencies in the design or operation of internal
            controls which could adversely affect the Company's ability to
            record, process, summarize and report financial data and have
            identified for the Company's auditors any material weaknesses in
            internal controls. In connection therewith, review disclosures made
            to the Audit Committee by the Company's Chief Executive Officer and
            Chief Financial Officer during their certification process for the
            Company's annual and quarterly reports filed with the Commission
            regarding any significant deficiencies in the design or operation of
            internal controls or material weakness therein and any fraud,
            whether or not material, that involves management or other employees
            who have a significant role in the Company's internal controls.

         7. Review significant findings prepared by the independent auditors and
            the internal audit department together with management's responses
            thereto.

         8. Discuss with management the Company's major financial risk exposures
            and the steps management has taken to monitor and control such
            exposures
<PAGE>

         9. Discuss with the independent auditors the information required to be
            communicated by the independent auditors in accordance with
            Statement of Financial Accounting Standards No. 61 - Communication
            with Audit Committees, including any difficulties encountered in the
            course of audit work, any restrictions on the scope of activities or
            access to requested information and any significant disagreements
            with management.

        10. Obtain annually from the independent auditors assurances that
            Section 10A(b) of the Exchange Act has not been violated.

        11. After review, recommend to the Board the acceptance and inclusion of
            the annual audited consolidated financial statements in the
            Company's Annual Report on Form 10-KSB.

        12. Be responsible for resolution of disagreements between management
            and the independent auditors regarding financial reporting.

   B. Oversight of the Company's Relationship with Its Independent Auditors

         1. Be directly responsible for the appointment, compensation, oversight
            and, if appropriate, replacement of the Company's independent
            auditors for the purpose of preparing or issuing an audit report or
            performing other audit, review and attestation services. The
            independent auditors shall report directly to the Audit Committee.

         2. Preapprove all auditing services and permitted non-audit services
            (including the fees and terms thereof) to be performed for the
            Company by its independent auditors, subject to the de minimis
            exception for non-audit services described in Section 10A(i)(1)(B)
            of the Exchange Act which are approved by the Audit Committee prior
            to the completion of the audit. The Audit Committee may form and
            delegate authority to subcommittees consisting of one or more
            members of the Audit Committee the authority to grant preapprovals
            of audit and permitted non-audit services, provided that decisions
            of such subcommittee to grant preapprovals shall be presented to the
            full Audit Committee at its next scheduled meeting.

         3. Evaluate the independence of the independent auditors by, at least
            annually, ensuring that the independent auditors submit to the Audit
            Committee for its review and evaluation a formal written statement
            from the independent auditors delineating all relationships between
            the firm and the Company, consistent with Independence Standards
            Board Standard 1. Review and discuss with the independent auditors
            all significant relationships, services or other information that
            may adversely impact the objectivity and independence of the
            independent auditors and based upon such review and discussion,
            assess the independence of the auditor.
<PAGE>

         4. Obtain, review and evaluate, at least annually, a formal report from
            the independent auditors describing the firm's internal
            quality-control procedures; any material issues raised by the most
            recent internal quality control review, or peer review, of the firm,
            or by any inquiry or investigation by governmental or professional
            authorities within the preceding five years regarding any
            independent audit carried out by the firm, and any steps taken by
            the firm to deal with any such issues.

         5. Review and evaluate the qualifications, performance and independence
            of the lead partner of the independent auditors and ensure the
            rotation of audit partners required by applicable laws and
            regulations.

         6. Establish the Company's policies for the Company's hiring of
            employees or former employees of the independent auditors who
            participated in any capacity in an audit of the Company.

         7. Review and discuss the independent auditor's; (i) annual audit plan
            and procedures, including without limitation the scope, fees,
            timing, staffing, locations, degree of reliance upon management and
            internal audit and the general audit approach. (ii) The results of
            the annual audit examination and accompanying management letters;
            and (iii) the results of the independent auditor's procedures with
            respect to interim periods.

   C. Oversight of the Company's Relationship with Its Internal Audit Department
      and Legal Compliance

         1. Review at least annually the budget, plan activities, organizational
            structure and qualifications of the internal audit department, which
            shall be responsible to senior management but have a direct
            reporting responsibility to the Board through the Audit Committee.

         2. Review the appointment, performance and replacement of the outside
            controller.

         3. Review the significant reports prepared by the internal audit
            department together with management's response and follow-up to
            these reports.

         4. Discuss, as appropriate, the adequacy of the Company's internal
            controls with the outside controller, the independent auditors and
            management, including without limitation reports from the Chief
            Executive Officer or the Chief Financial Officer regarding
            significant deficiencies and material weaknesses in the design or
            operation of internal controls over financial reporting or any
            fraud, whether or not material, that involves management or other
            employees who have a significant role in the Company's internal
            controls.

         5. Review and discuss, as appropriate, any major issues as to the
            adequacy of the Company's internal controls and any special audit
            steps adopted in light of material control deficiencies. Review the
            Chief Executive Officer and Chief Financial Officer certification
            process.
<PAGE>

         6. Review and discuss with management, the internal audit department
            and the independent auditors management's annual report on the
            Company's internal control over financial reporting and the
            independent auditors' attestation report regarding management's
            report. Receive reports from management regarding management's
            quarterly evaluations of changes in internal controls over financial
            reporting and discuss with management, the internal audit department
            and the independent auditors as appropriate.

         7. Review the annual plan and scope of work of the internal audit
            department.

         8. Reviews the use of auditors other than the independent auditor.

   D. Oversight of Legal and Regulatory Requirements

         1. Review at least annually with the Company's General Counsel, or
            appropriate delegates, any legal matters that could have a
            significant impact on the Company's financial statements or the
            Company's compliance with applicable laws and regulations, as well
            as any communications with regulatory authorities which raise
            material issues regarding the same.

         2. Establish procedures in accordance with applicable laws and
            regulations and the listing standards of the AMEX for the receipt,
            retention and treatment of complaints and concerns regarding the
            Company's accounting, internal accounting controls or auditing
            matters, including the confidential anonymous submission by the
            Company's employees of concerns regarding questionable accounting or
            auditing matters.

         3. Obtain, review and evaluate reports from management with respect to
            the Company's policies and procedures regarding compliance with
            applicable legal and regulatory requirements and the Company's Code
            of Conduct and Ethics.

         4. Review regulatory reports and examinations together with
            management's responses and follow-up to these reports and
            examinations.

         5. Reviews, passes on the fairness of, and approves related-party
            transactions.

         6. Annually prepare a report of the Audit Committee for inclusion in
            the Company's annual proxy statement in accordance with the
            requirements of the Commission.
<PAGE>

   E. Evaluation and Review of Charter

         1. Review and assess annually the performance of the Audit Committee
            and report the results to the Board.

         2. Review and assess annually the adequacy of this Charter and, if
            appropriate, recommend changes to the Charter to the Board. This
            Charter shall be published at least once every three years as an
            exhibit to the Company's annual proxy statement in accordance with
            the requirements of the Commission.

   F. Other Responsibilities

         1. Report to the Board on a quarterly basis on the significant results
            of the Audit Committee's activities.

         2. Perform any other activities consistent with this Charter, the
            Company's bylaws and applicable laws and regulations as the Audit
            Committee or the Board deems necessary or appropriate.