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                                                                         EX 10.2

          IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING: SIGNIFICANT
                     REPRESENTATIONS ARE CALLED FOR HEREIN.

                          Velocity Express Corporation

                            STOCK PURCHASE AGREEMENT

Velocity Express Corporation
7803 Glenroy Road, Suite 200
Bloomington, Minnesota 55439

Ladies and Gentlemen:

     THIS AGREEMENT, made effective this __ day of ___________, between Velocity
Express Corporation, a Delaware corporation (the "Company"), and _________, a
resident of the State of ___________.

1.        (a) The Company agrees to sell to the undersigned, and the undersigned
          agrees to purchase from the Company, _______ shares of the Company's
          Series H Preferred Convertible Preferred Stock, par value $0.004 per
          share (the "Shares" or "Series H Preferred") for the subscription
          price of $10.00 per Share. The rights and preferences of the Shares
          are set forth in the Certificate of Designation of Preferences and
          Rights of Series H Convertible Preferred Stock as set forth in
          Appendix A attached hereto. The Company will also issue to the
          undersigned in connection with this purchase a warrant to purchase
          _______ shares of the Company's Common Stock (the "Warrant"). A form
          of the Warrant is attached hereto as Appendix B. The undersigned
          acknowledges that this subscription is contingent upon acceptance in
          whole or in part by the Company. Concurrent with the delivery of this
          Agreement, the undersigned has delivered cash or a check or wire
          transfer to the Company in the amount of $__________ in payment of the
          full purchase price of the Shares.

     (b)  Company and the undersigned agree that, as set forth in Section 6
          of Certificate of Designation of Preferences and Rights of Series H
          Convertible Preferred Stock, the Company can repurchase the Series H
          Preferred Stock of the undersigned on or before April 30, 2003 by
          tendering to undersigned $__________. In the event the Company does
          not repurchase the Series H Preferred Stock, the undersigned shall be
          entitled to receive an additional warrant (the "Call Warrant") to
          purchase ________ shares of the Company's Common Stock. A form of the
          Call Warrant is attached hereto as Appendix C.

2.        The undersigned acknowledges and represents as follows:

          (a)  That the undersigned has had an opportunity to carefully review
               the Company, has had the opportunity to conduct due diligence on
               the Company, has had the opportunity to review its public filings
               with the Securities and Exchange Commission and has reviewed the
               Risk Factors, attached hereto as Appendix D, relating to the
               Company (the "Company Materials"), and all documents delivered
               therewith or reasonably requested by the undersigned;

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          (b)  That the undersigned is able to bear the economic risk of the
               investment in the Shares;

          (c)  That the undersigned has knowledge and experience in financial
               and business matters, that the undersigned is capable of
               evaluating the merits and risks of the prospective investment in
               the Shares and that the undersigned is able to bear such risks.

          (d)  That the undersigned understands an investment in the Shares is
               highly speculative but believes that the investment is suitable
               for the undersigned based upon the undersigned investment
               objectives and financial needs, and has adequate means for
               providing for his, her or its current financial needs and
               personal contingencies and has no need for liquidity of
               investment with respect to the Shares;

          (e)  That the undersigned has been given access to full and complete
               information regarding the Company (including the opportunity to
               meet with Company officers and review such documents as the
               undersigned may have requested in writing) and has utilized such
               access to the undersigned satisfaction for the purpose of
               obtaining information in addition to, or verifying information
               included in, the Company Materials;

          (f)  That the undersigned recognizes that the Shares, are an
               investment, involve a high degree of risk, including, but not
               limited to, the risks described in the Company Materials; and

          (g)  That the undersigned realizes that (i) the purchase of Shares is
               a long-term investment; (ii) the purchasers of the Shares must
               bear the economic risk of investment for an indefinite period of
               time because the Shares have not been registered under the
               Securities Act of 1933, as amended (the "Act") and, therefore,
               cannot be sold unless they are subsequently registered under the
               Act, and specifically Regulation D of the Act, or an exemption
               from such registration is available; and (iii) the
               transferability of the Shares is restricted, and (A) requires the
               written consent of the Company, (B) requires conformity with the
               restrictions contained in paragraphs 5 and 6 below, and (C) will
               be further restricted by a legend placed on the certificate(s)
               representing the Shares stating that the Shares have not been
               registered under the Act and referring to the restrictions on
               transferability of the Shares, and by stop transfer orders or
               notations on the Company's records referring to the restrictions
               on transferability.

3.        The undersigned has been advised that the Shares are not being
          registered under the Act or any other securities laws pursuant to
          exemptions from the Act and such laws, and that the Company's reliance
          upon such exemptions is predicated in part on the undersigned's
          representations to the Company as contained herein. The undersigned
          represents and warrants that the Shares are being purchased for his,
          her or its own account and for investment and without the intention of
          reselling or redistributing the same, that he, she or it has made no
          agreement with others regarding any of such Shares and that his, her
          or its financial condition is such that it is not likely that it will
          be necessary to dispose of any of such Shares in the foreseeable
          future. The undersigned is aware that, in the view of the Securities
          and Exchange Commission, a purchase of Shares with an intent to resell
          by reason of any foreseeable specific contingency or anticipated
          change in market value, or

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          any change in the condition of the Company or its business, or in
          connection with a contemplated liquidation or settlement of any loan
          obtained for the acquisition of the Shares and for which the Shares
          were pledged as security, would represent an intent inconsistent with
          the representations set forth above. The undersigned further
          represents and agrees that if, contrary to his, her or its foregoing
          intentions, he, she or it should later desire to dispose of or
          transfer any of such Shares in any manner, he, she or it shall not do
          so without first obtaining (a) the opinion of counsel designated by
          the Company that such proposed disposition or transfer lawfully may be
          made without the registration of such Shares for such purpose pursuant
          to the Act, as then in effect, and any other applicable securities
          laws, or (b) such registrations (it being expressly understood that
          except as provided in the Registration Rights Agreement dated as of
          the date hereof, the Company shall not have any obligation to register
          the Shares for such purpose).

               The undersigned agrees that the Company may place a restrictive
          legend on the certificate(s) representing the Shares, containing
          substantially the following language:

               THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED
               WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
               (THE "ACT"), AND WITHOUT REGISTRATION UNDER ANY OTHER SECURITIES
               LAWS, IN RELIANCE UPON EXEMPTIONS CONTAINED IN THE ACT AND SUCH
               LAWS. NO TRANSFER OF THESE SECURITIES OR ANY INTEREST THEREIN MAY
               BE MADE IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION
               STATEMENT UNDER THE ACT AND UNDER THE APPLICABLE STATE SECURITIES
               LAWS, OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT
               SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND
               UNDER APPLICABLE STATE SECURITIES LAWS. FURTHER, THESE SECURITIES
               ARE SUBJECT TO LIMITATIONS ON CONVERTIBILITY AS SET FORTH IN THE
               STOCK PURCHASE AGREEMENT APPLICABLE TO THE ISSUANCE OF THESE
               SECURITIES.

               The undersigned agrees and consents that the Company may place a
          stop transfer order on the certificate(s) representing the Shares to
          assure the undersigned's compliance with this Agreement and the
          matters referenced above.

               The undersigned agrees to save and hold harmless, defend and
          indemnify the Company and its directors, officers and agents from any
          claims, liabilities, damages, losses, expenses or penalties arising
          out of any misrepresentation of information furnished by the
          undersigned to the Company in this Agreement.

               The undersigned understands that the Company at a future date may
          file a registration or offering statement (the "Registration
          Statement") with the Securities and Exchange Commission to facilitate
          a public offering of its securities. The undersigned agrees, for the
          benefit of the Company, that should an underwritten public offering be
          made and should the managing underwriter of such offering require, the
          undersigned will not, without the prior written consent of the Company
          and such underwriter, during the Lock Up Period as defined herein: (a)
          sell, transfer or otherwise dispose of, or agree to sell, transfer or
          otherwise dispose of any of the Shares beneficially held by the
          undersigned during the Lock Up Period; (b) sell, transfer or otherwise
          dispose of, or agree to sell,

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          transfer or otherwise dispose of any options, rights or warrants to
          purchase any of the Shares beneficially held by the undersigned during
          the Lock Up Period; or (c) sell or grant, or agree to sell or grant,
          options, rights or warrants with respect to any of the Shares. The
          foregoing does not prohibit gifts to donees or transfers by will or
          the laws of descent to heirs or beneficiaries provided that such
          donees, heirs and beneficiaries shall be bound by the restrictions set
          forth herein. The term "Lock Up Period" shall mean the lesser of (x)
          240 days or (y) the period during which Company officers and directors
          are restricted by the managing underwriter from effecting any sales or
          transfers of the Company's securities. The Lock Up Period shall
          commence on the effective date of the Registration Statement.

          The undersigned has read and executed the Registration Rights
          Agreement in the form appended hereto as Appendix E The undersigned
          agrees that, notwithstanding any registration rights granted under the
          Registration Rights Agreement, the undersigned will not be entitled to
          any registration rights, whether by demand, piggyback or otherwise,
          until April 30, 2003.

          The undersigned represents and warrants that the undersigned is a bona
          fide resident of, and is domiciled in, the state or country listed in
          the Recital to this Agreement and that the Shares are being purchased
          solely for the beneficial interest of the undersigned and not as
          nominee, for, or on behalf of, or for the beneficial interest of, or
          with the intention to transfer to, any other person, trust or
          organization, except as specifically set forth in paragraph 5 of this
          Agreement.

          Accredited Status. The undersigned represents and warrants that the
          undersigned constitutes an accredited investor as defined in Rule
          501(a) under the Securities Act of 1933.

4.        The undersigned has been advised by the Company that the rules of the
          Nasdaq Stock Market provide that shareholder approval is required if
          the Company issues, at a price which is less than market value, Common
          Stock or securities convertible into Common Stock which exceeds twenty
          percent of the Company's outstanding Common Stock or twenty percent of
          the Company's voting power outstanding before such issuance. The
          undersigned acknowledges and agrees that until the occurrence of the
          later of (1) April 30, 2003, or (2) shareholder approval of the
          issuance of the Series H Preferred has been obtained, the Series H
          cannot be converted into common stock pursuant to paragraph 5A (i) of
          the Certificate of Designation for the Series H Preferred Stock, and
          will not have any of the voting rights set forth in paragraph 4A of
          the Certificate of Designation for the Series H Preferred Stock.

5.        NASD Affiliation. The undersigned is affiliated or associated,
          directly or indirectly, with a National Association of Securities
          Dealers, Inc. ("NASD") member firm or person.

               Yes ________                        No ________

               If yes, list the affiliated member firm or person: ____________
               _______________________________________________________________
               _______________________________________________________________

          Your relationship to such member firm or person:

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          ______________________________________________________________________
          ______________________________________________________________________

6.        Entities. If the undersigned is not an individual but an entity, the
          individual signing on behalf of such entity and the entity jointly and
          severally agree and certify that:

          A.   The undersigned was not organized for the specific purpose of
               acquiring securities of the Company; and

          B.   This Agreement has been duly authorized by all necessary action
               on the part of the undersigned, has been duly executed by an
               authorized officer or representative of the undersigned, and is a
               legal, valid and binding obligation of the undersigned
               enforceable in accordance with its terms.

7.        Miscellaneous.

          A.   Manner in which title is to be held: (check one)

                    _____   Individual Ownership

                    _____   Joint Tenants with Right of Survivorship*

                    _____   Partnership*

                    _____   Tenants in Common*

                    _____   Corporation

                    _____   Trust

                    _____   Other    ________________________________

                    _________________________________________________(describe)

          B.   The undersigned agrees that the undersigned understands the
               meaning and legal consequences of the agreements, representations
               and warranties contained herein, agrees that such agreements,
               representations and warranties shall survive and remain in full
               force and effect after the execution hereof and payment for the
               Shares, and further agrees to indemnify and hold harmless the
               Company, each current and future officer, director, employee,
               agent and shareholder from and against any and all loss, damage
               or liability due to, or arising out of, a breach of any
               agreement, representation or warranty of the undersigned
               contained herein.

          C.   This Agreement shall be construed and interpreted in accordance
               with Minnesota law without regard to conflict of law provisions.

          D.   The undersigned agrees to furnish to the Company, upon request,
               such additional information as may be deemed necessary to
               determine the undersigned's suitability as an investor.

---------------
* Multiple signatures required

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8.       The provisions of Section 4 hereof shall not be amended without
         approval of the stockholders of the Company.

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                                 SIGNATURE PAGE

Dated: __________.

_______________________________________
Signature

_______________________________________
Name Typed or Printed

_______________________________________
Residence Address

_______________________________________

_______________________________________
City, State, Country and Zip Code



_______________________________________
Mailing Address

_______________________________________

_______________________________________
City, State, Country and Zip Code




_______________________________________
Tax Identification or Social
Security Number

_______________________________________
Phone Number (home)

_______________________________________
Phone Number (work)

_______________________________________
Fax Number

_______________________________________
E-mail Address

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                            CERTIFICATE OF SIGNATORY

         (To be completed if Shares are being subscribed by an entity.)

         I, ________________________, am the ___________, ____________________
(the "Entity").

         I certify that I am empowered and duly authorized by the Entity to
execute and carry out the terms of the Subscription Agreement and Letter of
Investment Intent and to purchase and hold the Shares, and certify further that
the Note Purchase Agreement has been duly and validly executed on behalf of the
Entity and constitutes a legal and binding obligation of the Entity.

         IN WITNESS WHEREOF, I have set my hand this _____ day of _____, 2002.


                               _________________________________________________
                               (Signature)

                               _________________________________________________
                               (Title)

                               _________________________________________________
                               (Please Print Name)

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                            ACCEPTANCE BY THE COMPANY

         Velocity Express Corporation hereby accepts the foregoing subscription
to the extent of ______ Shares.

                                      Velocity Express Corporation

                                      By________________________________________
                                                 Wesley C. Fredenburg
                                                 General Counsel and Secretary

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                                   APPENDIX A

                           Certificate of Designation






                                      A-1

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                                   APPENDIX D

                                  Risk Factors






                                      D-1

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                                   APPENDIX E

                          Registration Rights Agreement






                                      E-1