INDEPENDENT CONSULTING AGREEMENT

Exhibit 10.1

INDEPENDENT CONSULTING AGREEMENT

This Independent Consulting Agreement ("Agreement"), effective as of

December 16, 2004 ("Effective Date") is entered into by and between VELOCITY

ASSET MANAGEMENT, INC., a Delaware corporation (herein referred to as the

"Company") and THE DEL MAR CONSULTING GROUP, INC., a California corporation

(herein referred to as the "Consultant").

RECITALS

WHEREAS, the Company is a publicly-held corporation with its common stock

traded on the OTC Bulletin Board; and

WHEREAS, Company desires to engage the services of Consultant to represent

the Company in investor communications and public relations with existing

shareholders, brokers, dealers and other investment professionals as to the

Company's current and proposed activities, and to consult with management

concerning such Company activities;

NOW THEREFORE, in consideration of the promises and the mutual covenants

and agreements hereinafter set forth, the parties hereto covenant and agree as

follows:

1. Term of Consultancy. Company hereby agrees to retain the Consultant to

act in a consulting capacity to the Company, and the Consultant hereby agrees to

provide services to the Company commencing immediately and ending on December

16, 2005 unless otherwise mutually agreed to by the parties.

2. Duties of Consultant. The Consultant agrees that it will generally

provide the following specified consulting services through its officers and

employees during the term specified in Section 1, above:

(a) Consult with and assist the Company in developing and

implementing appropriate plans and means for presenting the Company and its

business plans, strategy and personnel to the financial community,

establishing an image for the Company in the financial community, and

creating the foundation for subsequent financial public relations efforts;

(b) Introduce the Company to the financial community, including, but

not limited to, retail brokers, buy side and sell side institutional

managers, portfolio managers, analysts, and financial public relations

professionals;

(c) With the cooperation of the Company, maintain an awareness during

the term of this Agreement of the Company's plans, strategy and personnel,

as they may evolve during such period, and consult and assist the Company

in communicating appropriate information regarding such plans, strategy and

personnel to the financial community;

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(d) Assist and consult with the Company with respect to its (i)

relations with stockholders, (ii) relations with brokers, dealers, analysts

and other investment professionals, and (iii) financial public relations

generally;

(e) Perform the functions generally assigned to stockholder relations

and public relations departments in major corporations, including

responding to telephone and written inquiries (which may be referred to the

Consultant by the Company); preparing press releases for the Company with

the Company's involvement and approval of press releases, reports and other

communications with or to shareholders, the investment community and the

general public; consulting with respect to the timing, form, distribution

and other matters related to such releases, reports and communications;

and, at the Company's request and subject to the Company's securing its own

rights to the use of its names, marks, and logos, consulting with respect

to corporate symbols, logos, names, the presentation of such symbols, logos

and names, and other matters relating to corporate image;

(f) Upon and with the Company's direction and written approval,

disseminate information regarding the Company to shareholders, brokers,

dealers, other investment community professionals and the general investing

public;

(g) Upon and with the Company's direction, conduct meetings, in

person or by telephone, with brokers, dealers, analysts and other

investment professionals to communicate with them regarding the Company's

plans, goals and activities, and assist the Company in preparing for press

conferences and other forums involving the media, investment professionals

and the general investment public;

(h) At the Company's request, review business plans, strategies,

mission statements budgets, proposed transactions and other plans for the

purpose of advising the Company of the public relations implications

thereof; and

(i) Otherwise perform as the Company's consultant for public

relations and relations with financial professionals.

3. Allocation of Time and Energies. The Consultant hereby promises to

perform and discharge faithfully the responsibilities which may be assigned to

the Consultant from time to time by the officers and duly authorized

representatives of the Company in connection with the conduct of its financial

and public relations and communications activities, so long as such activities

are in compliance with applicable securities laws and regulations. Consultant

and staff shall diligently and thoroughly provide the consulting services

required hereunder. Although no specific hours-per-day requirement will be

required, Consultant and the Company agree that Consultant will perform the

duties set forth herein above in a diligent and professional manner. The parties

acknowledge and agree that a disproportionately large amount of the effort to be

expended and the costs to be incurred by the Consultant and the benefits to be

received by the Company are expected to occur within or shortly after the first

two months of the effectiveness of this Agreement. It is explicitly understood

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that neither the price of the Company's common stock nor the trading volume of

the Company's common stock hereunder measure Consultant's performance of its

duties. It is also understood that the Company is entering into this Agreement

with Consultant, a corporation and not any individual member or employee

thereof, and, as such, Consultant will not be deemed to have breached this

Agreement if any member, officer or director of the Consultant leaves the firm

or dies or becomes physically unable to perform any meaningful activities during

the term of the Agreement, provided the Consultant otherwise performs its

obligations under this Agreement.

4. Remuneration.

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4.1 For undertaking this engagement, for previous services rendered,

and for other good and valuable consideration, the Company agrees to issue to

the Consultant a "Commencement Bonus" of One Hundred Thousand (100,000) shares

of the Company's Common Stock ("Common Stock" and such shares, collectively, the

"Shares"), as well as an Option to purchase Two Hundred Fifty Thousand 250,000

shares of the Company's Common Stock at $2.50 per share, exercisable for a term

of five years from the date of this Agreement and has a "cashless net exercise"

provision (the "Option"). A copy of the Option is attached hereto and referenced

as "Exhibit "A". This Commencement Bonus shall be fully paid and non-assessable

and stock certificates and the Option representing the Commencement Bonus shall

be issued and delivered to Consultant within 30 days of execution of this

Agreement.

(a) Consultant agrees that the Company may, in its sole discretion,

cause one or more shareholders of the Company to deliver any of or all of

the Shares.

(b) Notwithstanding anything else in this Agreement to the contrary,

in the event Robert Prag ceases to be actively involved in performing

services for Consultant under this Agreement, dies or becomes physically

unable to perform any meaningful activities under this Agreement, (1)

Company may terminate this Agreement 15 days following delivery to

Consultant of a written notice of intent to terminate under this Section

4.1(c) and (2) Consultant will return to Company, as liquidated damages:

(A) 75% of the Commencement Bonus if such termination is effective within

the initial 3 months of this Agreement's term, (B) 50% of the Commencement

Bonus if such termination is effective following the initial 3 months of

this Agreement's term but before the expiration of the initial 6 months of

this Agreement's term and (C) 25% of the Commencement Bonus if such

termination is effective following the initial 6 months of this Agreement's

term but before the expiration of the initial 9 months of this Agreement's

term.

4.2 The Company understands and agrees that Consultant has foregone

significant opportunities to accept this engagement and that the Company derives

substantial benefit from the execution of this Agreement and the ability to

announce its relationship with Consultant. The Commencement Bonus, therefore,

constitutes payment for Consultant's agreement to consult to the Company and is

a nonrefundable, non-apportionable, and non-ratable retainer and is not a

prepayment for future services, except as provided in paragraph 4.1(b).

Excluding the provisions contained in paragraph 4.1(b), if the Company decides

to terminate this Agreement prior to December 16, 2005, for any reason

whatsoever, it is agreed and understood that Consultant will not be requested or

demanded by the Company to return any of the shares of Common Stock or the

Option paid to it as Commencement Bonus hereunder. Further, if and in the event

the Company is acquired during the term of this Agreement, it is agreed and

understood Consultant will not be requested or demanded by the Company to return

any of the shares of Common Stock or the Option paid to it hereunder. Consultant

agrees and understands that if during the term of this Agreement, Consultant

performs substantial services for any direct competitor of the Company, then the

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Shares and the Option issued by the Company to Consultant hereunder will be

forfeited.

4.3 Notwithstanding anything else in this Agreement to the contrary,

Company and Consultant acknowledge and agree that for purposes of the Company's

internal accounting practices, the Company may desire to allocate all or a

portion of the Commencement Bonus to any number of the services provided by the

Consultant to the Company under this Agreement consistent with the United States

generally accepted accounting practices. Accordingly, Consultant agrees to

cooperate with the Company, and will provide to the Company reasonable support

and documentation in connection with any such allocation process.

4.4 The Company or its assigns agrees that it will include the Shares

in the next registration statement filed by the Company with the SEC on Forms

SB-2, S-3 or other appropriate form relating to the resale of restricted shares.

The Company agrees to file such a registration statement no later than April 30,

2005.

4.5 Company warrants that the Shares and the Option issued to

Consultant under this Agreement by the Company shall be or have been validly

issu