VELOCITY ASSET MANAGEMENT, INC.

                          REGISTRATION RIGHTS AGREEMENT

                               SEPTEMBER 26, 2007

<PAGE>

                         VELOCITY ASSET MANAGEMENT, INC.
                          REGISTRATION RIGHTS AGREEMENT

      This Registration Rights Agreement (the "AGREEMENT") is made as of the
26th day of September, 2007, by and among Velocity Asset Management, Inc., a
Delaware corporation (the "COMPANY"), and the individuals and entities listed on
the signature pages hereto (each an "INVESTOR" and collectively the
"INVESTORS").

                                    RECITALS

      The Company and the Investors have entered into a Securities Purchase
Agreement (the "PURCHASE AGREEMENT") of even date herewith pursuant to which the
Company has agreed to sell to the Investors and the Investors have agreed to
purchase from the Company shares of the Company's Common Stock (the "PURCHASED
SHARES") and warrants (the "INVESTOR WARRANTS") to purchase shares of the
Company's Common Stock.

      All capitalized terms not otherwise defined herein shall have the meanings
ascribed in the Purchase Agreement.

      A condition to each Investor's obligations under the Purchase Agreement is
that the Company and the Investors enter into this Agreement in order to provide
the Investor with certain rights to register the Shares (as defined below). The
Company and the Investors each desire to induce the Investors to purchase the
Purchased Shares and the Investor Warrants pursuant to the Purchase Agreement by
agreeing to the terms and conditions set forth herein.

                                    AGREEMENT

      The parties hereby agree as follows:

            1. REGISTRATION RIGHTS. The Company and the Investors covenant and
agree as follows:

                  1.1 DEFINITIONS. For purposes of this Section 1 (terms defined
in the singular shall apply to the plural form and vice-versa):

                        (a) The terms "REGISTER," "REGISTERED," and
"REGISTRATION" refer to a registration effected by preparing and filing a
Registration Statement or similar document in compliance with the Securities Act
of 1933, as amended (the "ACT"), and the declaration or ordering of
effectiveness of such Registration Statement or document by the SEC;

                        (b) The term "REGISTRABLE SECURITIES" means (i) the
shares of Common Stock issued or sold in connection with the Purchase Agreement
and on exercise of the Investor Warrants and the warrant issued to Security
Research Associates, Inc. ("SRA") pursuant to that certain engagement letter
dated August 6, 2007 (collectively with the Investor Warrants, the "WARRANTS")
(such shares of Common Stock are collectively referred to hereinafter as the
"SHARES" or "STOCK"), and (ii) any other shares of Common Stock of the Company
issued as (or issuable upon the conversion or exercise of any warrant, right or
other security which is issued

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as) a dividend or other distribution with respect to, or in exchange for or in
replacement of, the Stock, PROVIDED, that the foregoing definition shall exclude
in all cases any Registrable Securities sold by a person in a transaction in
which its rights under this Agreement are not assigned. Notwithstanding the
foregoing, Common Stock or other securities shall only be treated as Registrable
Securities if and so long as they have not (A) been sold to or through a broker
or dealer or underwriter in a public distribution or a public securities
transaction, or (B) been sold in a transaction exempt from the registration and
prospectus delivery requirements of the Act under Section 4(1) thereof so that
all transfer restrictions, and restrictive legends with respect thereto, if any,
are removed upon the consummation of such sale or (C) with regard to any
individual Holder, become eligible for sale in any three month period pursuant
to Rule 144;

                        (c) The number of shares of "REGISTRABLE SECURITIES THEN
OUTSTANDING" shall be determined by the number of shares of Common Stock
outstanding which are, and the number of shares of Common Stock issuable
pursuant to then exercisable or convertible securities which are, Registrable
Securities;

                        (d) The term "HOLDER" means any person owning or having
the right to acquire Registrable Securities or any assignee thereof in
accordance with this Agreement;

                        (e) The term "FORM S-3" means such form under the Act as
in effect on the date hereof or any successor form under the Act; and

                        (f) The term "SEC" means the Securities and Exchange
Commission.

                  1.2 FORM S-3 REGISTRATION.

                  (a) REGISTRATION. Subject to the terms and conditions of this
Agreement, on or before the date that is forty five (45) days after the Closing
of the Purchase Agreement (the "FILING DEADLINE"), the Company will file with
the SEC a Registration Statement on Form S-3 (the "REGISTRATION STATEMENT") in
order to include the Shares for registration thereon, and will use its best
efforts to keep the Registration Statement effective, subject to the terms of
this Agreement, and effect any related qualification or compliance with respect
to all Registrable Securities owned by the Holders as soon as practicable
thereafter, subject to the Company's ability to defer filing the Registration
Statement pursuant to subsection 1.2(b)(ii) below.

                  (b) MECHANICS. Pursuant to its obligations under Section
1.2(a) above, the Company will:

                        (i) promptly give written notice of the registration,
and any related qualification or compliance, to the Investors;

                        (ii) use its best efforts to maintain the effectiveness
of such registration and all such qualifications and compliances as may be
necessary and as would permit or facilitate the sale and distribution of all of
the Investors' Registrable Securities;

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provided, however, that the Company shall not be obligated to effect any such
registration, qualification or compliance, pursuant to this Section 1.2 if the
Company shall furnish to the Investors a certificate signed by the President of
the Company stating that in the good faith reasonable judgment of the Board of
Directors of the Company (with the concurrence of the managing underwriter, if
any), the filing of the Registration Statement would adversely affect, or
require premature disclosure of, any filing, financing, acquisition or
reorganization involving the Company, in which event the Company shall have the
right to defer the filing of the Registration Statement for a reasonable period
of time, which shall not exceed forty five (45) days after the Filing Deadline
under this Section 1.2; and

                        (iii) any and all expenses incurred in connection with
the Registration Statement filed pursuant to this Section 1.2 shall be borne by
the Company, including all registration, filing, qualification, printers' and
accounting fees but excluding any underwriters' discounts or commissions or fees
and disbursements for counsel to the Investors.

                  1.3 OBLIGATIONS OF THE COMPANY. Whenever required under this
Section 1 to effect the registration of any Registrable Securities, the Company
shall, as expeditiously as reasonably possible:

                        (a) Prepare and file with the SEC the Registration
Statement with respect to such Registrable Securities and use its best efforts
to keep the Registration Statement effective until the earlier of: (i) 36 months
after the date that the Registration Statement is declared effective by the SEC;
(ii) the date when all of the Registrable Securities covered by the Registration
Statement are sold; or (iii) the date when Rule 144(k) is available with respect
to all of the securities covered by such Registration Statement.

                        (b) Prepare and file with the SEC such amendments,
including post-effective amendments, and supplements to such Registration
Statement and the prospectus used in connection with such Registration Statement
as may be necessary to comply with the provisions of the Act with respect to the
disposition of all securities covered by such Registration Statement.

                        (c) Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as they may reasonably request
in order to facilitate the disposition of Registrable Securities owned by them.

                        (d) Use its best efforts to register and qualify the
securities covered by such Registration Statement under such other securities or
blue sky laws of such jurisdictions as shall be reasonably requested by the
Holders, provided that the Company shall not be required in connection therewith
or as a condition thereto to qualify to do business or to file a general consent
to service of process in any such states or jurisdictions.

                        (e) Notify each Holder of Registrable Securities covered
by such Registration Statement at any time when a prospectus relating thereto is
required to be delivered under the Act of the happening of any event as a result
of which the prospectus included in such Registration Statement, as then in
effect, includes an untrue statement of a

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material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances then existing. In such circumstance, the Company will use
reasonable commercial efforts to promptly update such prospectus to correct such
untrue statement or disclose the necessary material facts within the period of
time the Company may delay sales under Section 1.4(a)(iii) below.

                  1.4 RESTRICTIONS ON AND PROCEDURE FOR SALES PURSUANT TO A
REGISTRATION STATEMENT.

                        (a) Each Holder agrees to the following:

                              (i) NOTICE TO COMPANY. If any Holder shall propose
to sell any Shares, the Holder shall notify the Company of its intent to do so
on or before one (1) business day prior to the date of such sale (the "NOTICE OF
SALE"), and the provision of the Notice of Sale to the Company shall
conclusively be deemed to establish an agreement by such Holder to comply with
the registration provisions herein described. The Notice of Sale shall be deemed
to constitute a representation that any information previously supplied by such
Holder is accurate as of the date of such Notice of Sale.

                              (ii) NOTICE OF SALE. The Notice of Sale in
substantially the form attached as EXHIBIT A shall be given in accordance with
the provisions of Section 3.5 hereof. However, the Holder may give the Notice of
Sale orally by telephoning the current Chief Financial Officer at the Company at
732-556-9090. An oral Notice of Sale shall be deemed to have been received only
at such time as the selling Holder speaks directly with the current Chief
Financial Officer. In addition, an oral Notice of Sale shall only be deemed
effective if it is followed by a written Notice of Sale received by the Company
by personal delivery or facsimile within twenty-four (24) hours after giving the
oral Notice of Sale.

                              (iii) DELAY OF SALE. The Company may refuse to
permit the Holder to resell any Shares for a period of time not to exceed 30
days; provided, however, that in order to exercise this right, the Company must
deliver a certificate in writing to the Holder to the effect that the
Registration Statement in its then current form contains an untrue statement of
material fact or omits to state a material fact necessary in order to make the
statements made therein, in light of the circumstances under which they were
made, not misleading. During any suspension period as contemplated by this
Section 1.4 (a)(iii), of which there shall be no more than two (2) in any twelve
(12) month period, the Company will not allow any of its officers or directors
to buy or sell shares of the Company's securities.

                        (b) REPRESENTATIONS OF HOLDERS. Each Holder hereby
represents to and covenants with the Company that, during the period in which
any Registration Statement effected pursuant to Section 1.2 remains effective,
such Holder will:

                              (i) not engage in any stabilization activity in
connection with any of the Company's securities;

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                              (ii) cause to be furnished to any purchaser of the
Shares and to the broker-dealer, if any, through whom Shares may be offered, a
copy of the Prospectus; and

                              (iii) not bid for or purchase any securities of
the Company or any rights to acquire the Company's securities, or attempt to
induce any person to purchase any of the Company's securities or any rights to
acquire the Company's securities, in each case, other than as permitted under
the Exchange Act.

                        (c) INFORMATION FOR USE IN REGISTRATION STATEMENT. Each
Holder covenants to the Company that such Holder will complete the information
requested by the Selling Holder's Questionnaire attached as EXHIBIT B hereto
(the "QUESTIONNAIRE"), and further covenants to the Company that all information
provided by such Holder in the Questionnaire will be true, accurate and complete
as of the date provided. Each Holder understands that the written information in
the Questionnaire and all written representations made in this Agreement are
being provided to the Company specifically for use in, or in connection with,
the Registration Statement and the Prospectus, and has executed this Agreement
with such knowledge.

                  1.5 FURNISH INFORMATION. It shall be a condition precedent to
the obligations of the Company to take any action pursuant to this Section 1
with respect to the Registrable Securities of any selling Holder that such
Holder shall furnish to the Company such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition of
such securities as shall be required to effect the registration of such Holder's
Registrable Securities.

                  1.6 DELAY OF REGISTRATION. No Holder shall have any right to
obtain or seek an injunction restraining or otherwise delaying any such
registration as the result of any dispute that might arise with respect to the
interpretation or implementation of this Section 1.

                  1.7 INDEMNIFICATION. In the event any Registrable Securities
are included in a Registration Statement under this Section 1:

                        (a) To the extent permitted by law, the Company will
indemnify and hold harmless each Holder, each Holder's affiliates, and their
respective officers, directors, employees, representatives and agents, any
underwriter (as defined in the Act) for such Holder and each person, if any, who
controls such Holder or underwriter within the meaning of the Act or the
Exchange Act, against any losses, claims, damages, or liabilities (joint or
several) to which they may become subject under the Act, the Exchange Act or
other federal or state law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations (collectively a
"VIOLATION"): (i) any untrue statement or alleged untrue statement of a material
fact contained in such Registration Statement, including any preliminary
prospectus or final prospectus contained therein or any amendments or
supplements thereto, (ii) the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading,
or (iii) any violation or alleged violation by the Company of the Act, the
Exchange Act, any state securities law or any

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rule or regulation promulgated under the Act, the Exchange Act or any state
securities law; and the Company will pay to each such Holder, underwriter or
controlling person, as incurred, any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such loss, claim,
damage, liability, or action; provided, however, that the indemnity agreement
contained in this subsection 1.7(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld), nor shall the Company be liable in any such case
for any such loss, claim, damage, liability, or action to the extent that it
arises out of or is based upon a Violation which occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by any such Holder, underwriter or controlling person.

                        (b) To the extent permitted by law, each selling Holder
will indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the Registration Statement, each person, if any, who
controls the Company within the meaning of the Act, any underwriter, any other
Holder selling securities in such Registration Statement and any controlling
person of any such underwriter or other Holder, against any losses, claims,
damages, or liabilities (joint or several) to which any of the foregoing persons
may become subject, under the Act, the Exchange Act or other federal or state
law, insofar as such losses, claims, damages, or liabilities (or actions in
respect thereto) arise out of or are based upon any Violation, in each case to
the extent (and only to the extent) that such Violation occurs in reliance upon
and in conformity with written information furnished by such Holder expressly
for use in connection with such registration; and each such Holder will pay, as
incurred, any legal or other expenses reasonably incurred by any person intended
to be indemnified pursuant to this subsection 1.7(b), in connection with
investigating or defending any such loss, claim, damage, liability, or action;
provided, however, that the indemnity agreement contained in this subsection
1.7(b) shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected without the consent
of the Holder, which consent shall not be unreasonably withheld; provided, that,
in no event shall any indemnity under this subsection 1.7(b) exceed the net
proceeds from the offering received by such Holder, except in the case of
willful fraud by such Holder.

                        (c) Promptly after receipt by an indemnified party under
this Section 1.7 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 1.7, deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party
(together with all other indemnified parties which may be represented without
conflict by one counsel) shall have the right to retain one separate counsel,
with the reasonable fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any

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such action, if prejudicial to its ability to defend such action, shall relieve
such indemnifying party of any liability to the indemnified party under this
Section 1.7, but the omission so to deliver written notice to the indemnifying
party will not relieve it of any liability that it may have to any indemnified
party otherwise than under this Section 1.7.

                        (d) If the indemnification provided for in this Section
1.7 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, liability, claim, damage, or expense
referred to therein, then the indemnifying party, in lieu of indemnifying such
indemnified party hereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such loss, liability, claim, damage, or
expense in such proportion as is appropriate to reflect the relative fault of
the indemnifying party on the one hand and of the indemnified party on the other
in connection with the statements or omissions that resulted in such loss,
liability, claim, damage, or expense as well as any other relevant equitable
considerations; provided, that, in no event shall any contribution by a Holder
under this Subsection 1.7(d) exceed the net proceeds from the offering received
by such Holder, except in the case of willful fraud by such Holder. The relative
fault of the indemnifying party and of the indemnified party shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates to
information supplied by the indemnifying party or by the indemnified party and
the parties' relative intent, knowledge, access to information, and opportunity
to correct or prevent such statement or omission.

                        (e) The obligations of the Company and Holders under
this Section 1.7 shall survive the completion of any offering of Registrable
Securities in a Registration Statement under this Section 1.

                  1.8 REPORTS UNDER SECURITIES EXCHANGE ACT OF 1934. With a view
to making available to the Holders the benefits of Rule 144 and any other rule
or regulation of the SEC that may at any time permit a Holder to sell securities
of the Company to the public without registration or pursuant to a registration
on Form S-3, the Company agrees, for so long as it remains subject to the
periodic reporting requirements under Section 13 or 15(d) of the Exchange Act,
to:

                        (a) make and keep public information available, as those
terms are understood and defined in Rule 144;

                        (b) file with the SEC in a timely manner all reports and
other documents required of the Company under the Act and the Exchange Act; and

                        (c) furnish to any Holder, so long as the Holder owns
any Registrable Securities, forthwith upon request (i) a written statement by
the Company as to its compliance with the reporting requirements of the Exchange
Act and the rules and regulations promulgated thereunder, or that it qualifies
as a registrant whose securities may be resold pursuant to Form S-3, (ii) a copy
of the most recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company, and (iii) such other information
as may be reasonably requested in availing any Holder of any rule or regulation
of the SEC which permits the selling of any such securities without registration
or pursuant to such form.

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            1.9 ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the
Company to register Registrable Securities pursuant to this Section 1 may be
assigned (but only with all related obligations) by a Holder to a transferee or
assignee of at least 100,000 shares of such securities (subject to adjustment
for stock splits, stock dividends, reclassification or the like); PROVIDED that
the Company is furnished with written notice of the name and address of such
transferee or assignee and the securities with respect to which such
registration rights are being assigned; provided further that such transferee or
assignee will complete the information requested by the Questionnaire, and
further covenants to the Company that all information provided by such
transferee or assignee in the Questionnaire will be true, accurate and complete
as of the date provided, and PROVIDED, FURTHER, that such assignment shall be
effective only if the transferee agrees to be bound by this Agreement and such
assignment shall be effective only if immediately following such transfer the
further disposition of such securities by the transferee or assignee is
restricted under the Act. For the purposes of determining the number of shares
of Registrable Securities held by a transferee or assignee, the holdings of
transferees and assignees of a partnership who are partners or retired partners
of such partnership (including spouses and ancestors, lineal descendants and
siblings of such partners or spouses who acquire Registrable Securities by gift,
will or intestate succession) shall be aggregated together and with the
partnership; provided that all assignees and transferees who would not qualify
individually for assignment of registration rights shall have a single
attorney-in-fact for the purpose of exercising any rights, receiving notices or
taking any action under Section 1.

            1.10 RULE 415. In the event the SEC determines any resale
registration statement filed by the Company pursuant hereto constitutes a
primary offering of securities by the Company and is requiring the Investors to
be named as underwriters, each Investor understands and agrees the Company may
reduce, on a pro rata basis, the total number of Shares to be registered on
behalf of each Investor. In the event of such reduction, the Investor shall have
additional registration rights pursuant to this Section 1 until such time as all
Shares have been registered pursuant to an effective registration statement or
the Shares may be resold without restriction pursuant to Rule 144 of the Act or
the Investor agrees to be named as an underwriter in any such registration
statement.

            2. MISCELLANEOUS.

                  2.1 SUCCESSORS AND ASSIGNS. Except as otherwise provided
herein, the terms and conditions of this Agreement shall inure to the benefit of
and be binding upon the respective successors and assigns of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns
any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.

                  2.2 GOVERNING LAW. This Agreement and all acts and
transactions pursuant hereto shall be governed, construed and interpreted in
accordance with the laws of the State of New York, without giving effect to
principles of conflicts of laws.

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                  2.3 COUNTERPARTS. This Agreement may be executed in two
counterparts, each of which shall be deemed an original, but both of which
together shall constitute one and the same instrument.

                  2.4 TITLES AND SUBTITLES. The titles and subtitles used in
this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

                  2.5 NOTICES. Unless otherwise provided herein, any notice
required or permitted by this Agreement shall be in writing and shall be deemed
duly given upon delivery, when delivered personally or by overnight courier or
confirmed facsimile and addressed to a Holder to be notified at such party's
address as set forth on the signature page hereto or to the Company at its
address on its signature page hereto, or as subsequently modified by written
notice. In the event that any date provided for in this Agreement falls on a
Saturday, Sunday or legal holiday, such date shall be deemed extended to the
next business day. Notwithstanding the foregoing, any notice delivered pursuant
to Section 1.3(e) or Section 1.4 hereto must be made by personal delivery or
confirmed facsimile transmission.

                  2.6 EXPENSES. If any action at law or in equity is necessary
to enforce or interpret the terms of this Agreement, the prevailing party shall
be entitled to reasonable attorneys' fees, costs and necessary disbursements in
addition to any other relief to which such party may be entitled.

                  2.7 AMENDMENTS AND WAIVERS. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the holders of
a majority of the Registrable Securities then outstanding. Any amendment or
waiver effected in accordance with this paragraph shall be binding upon each
holder of any Registrable Securities then outstanding, each future Holder of any
such Registrable Securities, and the Company.

                  2.8 SEVERABILITY. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.

                  2.9 ENTIRE AGREEMENT. This Agreement, and the Warrant, and the
Purchase Agreement all dated as of the date hereof, and the other documents
delivered pursuant hereto or contemplated hereby constitute the full and entire
understanding and agreement between the parties with regard to the subject
matter hereof and thereof and supersede all prior agreements and understandings
among the parties relating to the subject matter hereof.

                  2.10 LIQUIDATED DAMAGES. The Company and Investors agree that
Investors will suffer damages if the Company fails to fulfill its obligations
pursuant to Section 1 hereof and that it would not be possible to ascertain the
extent of such damages with precision. Accordingly, the Company shall use its
good faith best efforts to cause the Registration Statement to be declared
effective by the SEC on or prior to 90 days after the Closing (the "Effective
Date

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Deadline"); PROVIDED, HOWEVER, that the Effective Date Deadline shall be
extended by any period in which the filing of the Registration Statement is
deferred pursuant to Section 1.2(c)(ii); PROVIDED FURTHER, HOWEVER, that the
Effective Date Deadline shall be extended by 30 days if the SEC conducts a "full
review" of the Registration Statement. In the event that the Registration
Statement is not declared effective on or before the Effective Date Deadline,
then the Company shall pay to Investor an amount in cash equal to 1% of the
aggregate purchase price paid by the Investor (the "Liquidated Damages") for
each 30 day period following the Effective Date Deadline in which the
Registration Statement is not declared effective; PROVIDED, HOWEVER, that the
aggregate Liquidated Damages paid to the Investor shall not exceed 8% of the
aggregate purchase price paid by the Investor; PROVIDED FURTHER, HOWEVER, that
if the number of Shares registered in the Registration Statement is reduced
pursuant to Section 1.10 of this Agreement, then the holders of the Shares not
included in the Registration Statement pursuant to Section 1.10 of this
Agreement shall not be entitled to Liquidated Damages pursuant to this Section
2.10.

                            [SIGNATURE PAGES FOLLOW]

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      The parties have executed this Registration Rights Agreement as of the
date first written above.

                                    COMPANY:

                                    VELOCITY ASSET MANAGEMENT, INC.

                                    By:
                                        ----------------------
                                    Name: John C. Kleinert
                                    Title: President and Chief Executive Officer
                                    Address: 1800 Route 34 North
                                              Building 4, Suite 404A
                                              Wall, NJ  07719

                SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT

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SIGNATURE PAGE FOR INDIVIDUALS:

      IN WITNESS WHEREOF, Investor has caused this Registration Rights Agreement
to be executed as of the date indicated below.

$
 -----------------------------------         -----------------------------------
  Purchase Price ($2.00 per share)                    Number of Shares

------------------------------------         -----------------------------------
         Print or Type Name                   Print or Type Name (Joint-owner)

------------------------------------         -----------------------------------
              Signature                            Signature (Joint-owner)

 -----------------------------------         ----------------------------------
                Date                                 Date (Joint-owner)

------------------------------------         -----------------------------------
       Social Security Number               Social Security Number (Joint-owner)

 -----------------------------------        ------------------------------------

 -----------------------------------        ------------------------------------
               Address                              Address (Joint-owner)

       _______ Joint Tenancy                     ______ Tenants in Common

                          ______Tenancy by the Entirety

                 SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT

<PAGE>

PARTNERSHIPS, CORPORATIONS OR OTHER ENTITIES:

      IN WITNESS WHEREOF, Investor has caused this Registration Rights Agreement
to be executed as of the date indicated below.

$
 ----------------------------------         ------------------------------------
 Total Purchase Price ($2.00 per share)                Number of Shares

---------------------------------------
Print or Type Name of Entity

--------------------------------------------------------------------------------
Address

---------------------------------------     ------------------------------------
Taxpayer I.D. No. (if applicable)           Date

By:
    -----------------------------------     ------------------------------------
Signature: Name:                            Print or Type Name and Indicate
           Title:                                 Title or Position with Entity

---------------------------------------     ------------------------------------
Signature (other authorized signatory)      Print or Type Name and Indicate
                                            Title or Position with Entity

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