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                                                                   Exhibit 10.45

                                   APPENDIX A

                           Certificate of Designation

                          VELOCITY EXPRESS CORPORATION
             CERTIFICATE OF DESIGNATION OF PREFERENCES AND RIGHTS OF
                      SERIES K CONVERTIBLE PREFERRED STOCK

     Pursuant to the provisions of the General Corporation Law of the State of
Delaware, the undersigned corporation certifies the following and adopts the
attached certificate of designation:

     FIRST:   The name of the corporation is Velocity Express Corporation (the
              "Corporation").

     SECOND:  Pursuant to the authority vested in the Board of Directors by this
              Corporation's Amended and Restated Certificate of Incorporation,
              as amended to date, the Board of Directors by unanimous written
              consent did adopt on February 11, 2005 without shareholder action,
              the following resolutions, authorizing the creation and
              designation of a series of preferred stock designated as Series K
              Convertible Preferred Stock as set forth in Exhibit A attached
              hereto:

              RESOLVED, that, in order to comply with and fulfill its
              obligations under certain stock purchase agreements for the Series
              K Convertible Preferred Stock (the "Stock Purchase Agreements"),
              the Corporation will be required to file a Certificate of
              Designation, in order to designate a new class or series of its
              authorized preferred shares as set forth on Exhibit A to these
              consent resolutions (the "Certificate"); and

              RESOLVED FURTHER, that the Board of Directors, acting under
              authority of the Corporation's Amended and Restated Certificate of
              Incorporation, as amended, and the General Corporate Law of the
              State of Delaware, hereby approves and adopts the Certificate; and

              RESOLVED FURTHER that, in the manner required by law and by the
              Corporation's Amended and Restated Certificate of Incorporation,
              as amended, the appropriate officers of the Corporation be and
              they hereby are authorized and directed to cause to be prepared,
              and to execute, and to file with the Secretary of State of the
              State of Delaware the Certificate.

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     In witness whereof, this Certificate of Designation of Series K Convertible
Preferred Stock is hereby executed on behalf of the Corporation this 11 day of
February, 2005.

                                        Velocity Express Corporation


                                        ----------------------------------------
                                        Wesley C. Fredenburg,
                                        General Counsel and Secretary

                                        2

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                                    Exhibit A

                VELOCITY EXPRESS CORPORATION (THE "CORPORATION")
                   SERIES K CONVERTIBLE PREFERRED STOCK TERMS

                        ARTICLE I DESIGNATION AND AMOUNT.

     The number of authorized shares of Series K Convertible Preferred Stock,
par value $0.004 per share (the "Series K Preferred Stock"), shall be 9,900,000.

                              ARTICLE II DIVIDENDS.

     In the event that the Corporation declares or pays any dividends upon the
Common Stock (whether payable in cash, securities or other property), other than
dividends payable solely in shares of Common Stock, the Corporation shall also
declare and pay to the holders of Series K Preferred Stock at the same time that
it declares and pays such dividends to the holders of the Common Stock, the
dividends which would have been declared and paid with respect to the Common
Stock issuable upon conversion of shares of the Series K Preferred Stock which
are convertible into shares of Common Stock had all such shares of the
outstanding Series K Preferred Stock been converted immediately prior to the
record date for such dividend, or if no record date is fixed, the date as of
which the record holders of Common Stock entitled to such dividends are to be
determined.

                       ARTICLE III LIQUIDATION PREFERENCE.

     Upon liquidation, dissolution and winding up of the Corporation (whether
voluntary or involuntary) (a "Liquidation Event"), the Corporation shall pay to
the holders of the Series K Preferred Stock (unless otherwise provided for in
the resolution or resolutions creating such stock) the aggregate Liquidation
Value attributable to such shares (each, a "Share") plus any accrued but unpaid
dividends thereon. If upon any such Liquidation Event, the Corporation's assets
to be distributed among the holders of the Junior Securities, Series B Preferred
Stock, Series C Preferred Stock, Series D Preferred Stock, Series F Preferred
Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred
Stock, Series J Preferred Stock and the Series K Preferred Stock are
insufficient to permit payment to such holders of the aggregate amount of their
respective liquidation preference pursuant to the Corporation's Amended and
Restated Certificate of Incorporation, as amended from time to time (the
"Charter"), as applicable, then the entire assets available to be distributed to
the Corporation's stockholders shall be distributed in accordance with the
priorities set forth in Article IV, Section 3 of the Charter, with the Series K
Preferred Stock ranking parri passu with the Series D, F, G, H, I and J
Preferred Stock and prior to the Series B and C Preferred Stock. Not less than
sixty (60) days prior to the payment date of the Liquidation Value, the
Corporation shall mail written notice of any such Liquidation Event to each
record holder of Series K Preferred Stock, setting forth in reasonable detail
the amount of proceeds to be paid with respect to each Share and each share of
Common

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Stock in connection with such Liquidation Event. A change of control of the
Corporation shall not be deemed a Liquidation Event for purposes of this Section
3.

                            ARTICLE IV VOTING RIGHTS.

     Section 4.1 Voting Rights. The Series K Preferred Stock shall have no
     voting rights.

     Section 4.2 Covenants.

     Notwithstanding the above, the Corporation shall not take any of the
actions set forth below without first obtaining the affirmative consent of the
holders of at least two-thirds of the then outstanding shares of Series K
Preferred Stock for so long as at least 20% of the Series K Preferred Stock
originally issued pursuant to the Stock Purchase Agreements remains outstanding:

          (a) alter or change the preferences, rights or powers of the Series K
     Preferred Stock;

          (b) increase or decrease the authorized number of shares of the Series
     K Preferred Stock;

                              ARTICLE V CONVERSION.

     Subject to the terms of this Section 5, at any time and from time to time
after (i) the authorization by stockholders of the Corporation of the issuance
of the Series K Preferred Stock and (ii) the amendment of the Charter to
increase the number of shares of the Corporation authorized for issuance to
775,000,000 shares, of which 700,000,000 shares are Common Stock and 75,000,000
shares are Preferred Stock (the time after both conditions are met, the
"Conversion Time"), any holder of Series K Preferred Stock may convert all or
any portion of the Series K Preferred Stock (including any fraction of a Share)
held by such holder into a number of shares of Conversion Stock computed by
multiplying the number of Shares to be converted by $1.50 and dividing the
result by the Conversion Price then in effect; provided, however, that, except
for Organic Changes (as defined below in Section 5.5) to which the following
limitation does not apply, the Series K Preferred Stock shall not be convertible
into Conversion Stock to the extent that such conversion would result in the
holder of the Series K Preferred, together with such holder's Affiliates,
holding 40% or more of all of the outstanding capital stock of the Corporation
on an as converted basis.

     Section 5.1 Conversion Procedure.

          (a) Except as otherwise provided herein, each conversion of Preferred
     Stock shall be deemed to have been effected as of the close of business on
     the date on which the certificate or certificates representing the Series K
     Preferred Stock to be converted have been surrendered for conversion at the
     principal office of the Corporation. At the time any such conversion has
     been effected, the rights of the holder of the Shares converted as a holder
     of Series K Preferred Stock shall cease and the Person or Persons in whose
     name or names any certificate or certificates for shares of Conversion
     Stock are to be issued

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     upon such conversion shall be deemed to have become the holder or holders
     of record of the shares of Conversion Stock represented thereby.

          (b) Notwithstanding any other provision hereof, if a conversion of
     Preferred Stock is to be made in connection with a transaction affecting
     the Corporation, the conversion of any shares of Series K Preferred Stock
     may, at the election of the holder thereof, be conditioned upon the
     consummation of such transaction, in which case such conversion shall not
     be deemed to be effective until such transaction has been consummated.

          (c) As soon as possible after a conversion has been effected (but in
     any event within three (3) Business Days in the case of subparagraph (A)
     below), the Corporation shall deliver to the converting holder:

               i.   a certificate or certificates representing the number of
                    shares of Conversion Stock issuable by reason of such
                    conversion in such name or names and such denomination or
                    denominations as the converting holder has specified;

               ii.  payment of any amount payable under subparagraph (viii)
                    below with respect to such conversion; and

               iii. a certificate representing any Shares, which were
                    represented, by the certificate or certificates delivered to
                    the Corporation in connection with such conversion but which
                    were not converted.

          (d) The issuance of certificates representing shares of Conversion
     Stock upon conversion of Preferred Stock shall be made without charge to
     the holders of such Preferred Stock for any issuance tax in respect thereof
     or other cost incurred by the Corporation in connection with such
     conversion and the related issuance of shares of Conversion Stock. Upon
     conversion of each share of Series K Preferred Stock, the Corporation shall
     take all such actions as are necessary in order to insure that the
     Conversion Stock issuable with respect to such conversion shall be validly
     issued, fully paid and nonassessable, free and clear of all taxes, liens,
     charges and encumbrances with respect to the issuance thereof.

          (e) The Corporation shall not close its books against the transfer of
     Preferred Stock or of Conversion Stock issued or issuable upon conversion
     of the Series K Preferred Stock in any manner, which interferes with the
     timely conversion of the Series K Preferred Stock. The Corporation shall
     assist and cooperate with any holder of Shares required to make any
     governmental filings or obtain any governmental approval prior to or in
     connection with any conversion of Shares hereunder (including, without
     limitation, making any filings required to be made by the Corporation).

          (f) The Corporation shall at all times after the Conversion Time
     reserve and keep available out of its authorized but unissued shares of
     Conversion Stock, solely for the purpose of issuance upon the conversion of
     the Series K Preferred Stock, such number of shares of Conversion Stock
     issuable upon the conversion of all outstanding Preferred

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     Stock. All shares of Conversion Stock that are so issuable shall, when
     issued, be duly and validly issued, fully paid and nonassessable and free
     from all taxes, liens and charges. The Corporation shall take all such
     actions as may be necessary to assure that all such shares of Conversion
     Stock may be so issued without violation of any applicable law or
     governmental regulation or any requirements of any domestic securities
     exchange upon which shares of Conversion Stock may be listed (except for
     official notice of issuance which shall be immediately delivered by the
     Corporation upon each such issuance). The Corporation shall not take any
     action that would cause the number of authorized but unissued shares of
     Conversion Stock to be less than the number of such shares required to be
     reserved hereunder for issuance upon conversion of the Preferred Stock.

          (g) If any fractional interest in a share of Conversion Stock would,
     except for the provisions of this subparagraph, be delivered upon any
     conversion of the Series K Preferred Stock, the Corporation, in lieu of
     delivering the fractional share therefore, shall pay an amount to the
     holder thereof equal to the Market Price of such fractional interest as of
     the date of conversion.

          (h) If the shares of Conversion Stock issuable by reason of conversion
     of the Series K Preferred Stock are convertible into or exchangeable for
     any other stock or securities of the Corporation, the Corporation shall, at
     the converting holder's option, upon surrender of the Shares to be
     converted by such holder as provided herein together with any notice,
     statement or payment required to effect such conversion or exchange of
     Conversion Stock, deliver to such holder or as otherwise specified by such
     holder a certificate or certificates representing the stock or securities
     into which the shares of Conversion Stock issuable by reason of such
     conversion are so convertible or exchangeable, registered in such name or
     names and in such denomination or denominations as such holder has
     specified.

     Section 5.2 Conversion Price.

          (a) In order to prevent dilution of the conversion rights granted
     under this Section 5, the Conversion Price of the Series K Preferred Stock
     shall be subject to adjustment from time to time pursuant to this Section
     5.2.

          (b) If and whenever after the original date of issuance of the first
     share of Series K Preferred Stock, the Corporation issues or sells, or in
     accordance with Section 5.2 is deemed to have issued or sold, any shares of
     its Common Stock for a consideration per share less than the Market Price
     of the Common Stock determined as of the date of such issue or sale, then
     immediately upon such issue or sale, the Conversion Price shall be reduced
     to the Conversion Price determined by multiplying the Conversion Price in
     effect immediately prior to such issue or sale by a fraction, the numerator
     of which shall be the sum of (1) the number of shares of Common Stock
     Deemed Outstanding immediately prior to such issue or sale multiplied by
     the Market Price of the Common Stock determined as of the date of such
     issuance or sale, plus (2) the consideration, if any, received by the
     Corporation upon such issue or sale, and the denominator of which shall be
     the product derived by multiplying the Market Price of the

<PAGE>

     Common Stock by the number of shares of Common Stock Deemed Outstanding
     immediately after such issue or sale.

          (c) Notwithstanding the foregoing, there shall be no adjustment to the
     Conversion Price hereunder with respect to any issuances that are exempt
     from adjustment with respect to any shares of Preferred Stock of any series
     pursuant to Section 5B(iii) of the Charter.

     Section 5.3 Effect on Conversion Price of Certain Events. For purposes of
determining the adjusted Conversion Price under paragraph 5B, the following
shall be applicable:

          (a) Issuance of Rights or Options. If the Corporation in any manner
     grants or sells any Options and the price per share for which Common Stock
     is issuable upon the exercise of such Options, or upon conversion or
     exchange of any Convertible Securities issuable upon exercise of such
     Options, is less than the Market Price of the Common Stock determined as of
     such time, then the total maximum number of shares of Common Stock issuable
     upon the exercise of such Options or upon conversion or exchange of the
     total maximum amount of such Convertible Securities issuable upon the
     exercise of such Options shall be deemed to be outstanding and to have been
     issued and sold by the Corporation at the time of the granting or sale of
     such Options for such price per share. For purposes of this paragraph, the
     "price per share for which Common Stock is issuable" shall be determined by
     dividing (A) the total amount, if any, received or receivable by the
     Corporation as consideration for the granting or sale of such Options, plus
     the minimum aggregate amount of additional consideration payable to the
     Corporation upon exercise of all such Options, plus in the case of such
     Options which relate to Convertible Securities, the minimum aggregate
     amount of additional consideration, if any, payable to the Corporation upon
     the issuance or sale of such Convertible Securities and the conversion or
     exchange thereof, by (B) the total maximum number of shares of Common Stock
     issuable upon the exercise of such Options or upon the conversion or
     exchange of all such Convertible Securities issuable upon the exercise of
     such Options. No further adjustment of the Conversion Price shall be made
     when Convertible Securities are actually issued upon the exercise of such
     Options or when Common Stock is actually issued upon the exercise of such
     Options or the conversion or exchange of such Convertible Securities.

          (b) Issuance of Convertible Securities. If the Corporation in any
     manner issues or sells any Convertible Securities and the price per share
     for which Common Stock is issuable upon conversion or exchange thereof is
     less than the Market Price of the Common Stock determined as of such time,
     then the maximum number of shares of Common Stock issuable upon conversion
     or exchange of such Convertible Securities shall be deemed to be
     outstanding and to have been issued and sold by the Corporation at the time
     of the issuance or sale of such Convertible Securities for such price per
     share. For the purposes of this paragraph, the "price per share for which
     Common Stock is issuable" shall be determined by dividing (A) the total
     amount received or receivable by the Corporation as consideration for the
     issue or sale of such Convertible Securities, plus the minimum aggregate
     amount of additional consideration, if any, payable to the Corporation upon
     the conversion or exchange thereof, by (B) the total maximum number

<PAGE>

     of shares of Common Stock issuable upon the conversion or exchange of all
     such Convertible Securities. No further adjustment of the Conversion Price
     shall be made when Common Stock is actually issued upon the conversion or
     exchange of such Convertible Securities, and if any such issue or sale of
     such Convertible Securities is made upon exercise of any Options for which
     adjustments of the Conversion Price had been or are to be made pursuant to
     other provisions of this Section 5, no further adjustment of the Conversion
     Price shall be made by reason of such issue or sale.

          (c) Change in Option Price or Conversion Rate. If the purchase price
     provided for in any Options, the additional consideration, if any, payable
     upon the conversion or exchange of any Convertible Securities or the rate
     at which any Convertible Securities are convertible into or exchangeable
     for Common Stock changes at any time, the Conversion Price in effect at the
     time of such change shall be immediately adjusted to the Conversion Price
     which would have been in effect at such time had such Options or
     Convertible Securities still outstanding provided for such changed purchase
     price, additional consideration or conversion rate, as the case may be, at
     the time initially granted, issued or sold. For purposes of Section 5.3, if
     the terms of any Option or Convertible Security which was outstanding as of
     the date of issuance of the Series K Preferred Stock are changed in the
     manner described in the immediately preceding sentence, then such Option or
     Convertible Security and the Common Stock deemed issuable upon exercise,
     conversion or exchange thereof shall be deemed to have been issued and sold
     as of the date of such change; provided, that (A) no such change shall at
     any time cause the Conversion Price hereunder to be increased, and (B) no
     adjustment to the Conversion Price pursuant to this clause (iii) shall be
     made as a result of any adjustment to the exercise and/or conversion price
     with respect to the outstanding capital security of the Corporation on the
     date hereof pursuant to and in accordance with the antidilution protection
     provisions of such securities as in effect on the date hereof.

          (d) Treatment of Expired Options and Unexercised Convertible
     Securities. Upon the expiration of any Option or the termination of any
     right to convert or exchange any Convertible Security without the exercise
     of any such Option or right, the Conversion Price then in effect hereunder
     shall be adjusted immediately to the Conversion Price which would have been
     in effect at the time of such expiration or termination had such Option or
     Convertible Security, to the extent outstanding immediately prior to such
     expiration or termination, never been issued. For purposes of Section 5.3,
     the expiration or termination of any Option or Convertible Security which
     was outstanding as of the date of issuance of the Series K Preferred Stock
     shall not cause the Conversion Price hereunder to be adjusted unless, and
     only to the extent that, a change in the terms of such Option or
     Convertible Security caused it to be deemed to have been issued after the
     date of issuance of the Series K Preferred Stock.

          (e) Calculation of Consideration Received. If any Common Stock, Option
     or Convertible Security is issued or sold or deemed to have been issued or
     sold for cash, the consideration received therefore shall be deemed to be
     the amount received by the Corporation therefore. If any Common Stock,
     Option or Convertible Security is issued or sold for a consideration other
     than cash, the amount of the consideration other than cash received by the
     Corporation shall be the fair value of such consideration, except where

<PAGE>

     such consideration consists of securities, in which case the amount of
     consideration received by the Corporation shall be the Market Price thereof
     as of the date of receipt of such securities. The fair value of any
     consideration other than cash and securities shall be determined jointly by
     the Corporation and the holders of at least two-thirds of the Series K
     Preferred Stock. If such parties are unable to reach agreement within a
     reasonable period of time, the fair value of such consideration shall be
     determined by an independent appraiser experienced in valuing such type of
     consideration, jointly selected by the Corporation and the holders of at
     least two-thirds of the Series K Preferred Stock then outstanding. The
     determination of such appraiser shall be final and binding upon the
     parties, and the fees and expenses of such appraiser shall be borne by the
     Corporation.

          (f) Integrated Transactions. In case any Option is issued in
     connection with the issue or sale of other securities of the Corporation,
     together comprising one integrated transaction in which no specific
     consideration is allocated to such Option by the parties thereto, the
     Option shall be deemed to have been issued for a consideration of $.01.

          (g) Treasury Shares. The number of shares of Common Stock outstanding
     at any given time shall not include shares owned or held by or for the
     account of the Corporation or any Subsidiary, and the disposition of any
     shares so owned or held shall be considered an issue or sale of Common
     Stock.

          (h) Record Date. If the Corporation takes a record of the holders of
     Common Stock for the purpose of entitling them (a) to receive a dividend or
     other distribution payable in Common Stock, Options or in Convertible
     Securities or (b) to subscribe for or purchase Common Stock, Options or
     Convertible Securities, then such record date shall be deemed to be the
     date of the issue or sale of the shares of Common Stock deemed to have been
     issued or sold upon the declaration of such dividend or upon the making of
     such other distribution or the date of the granting of such right of
     subscription or purchase, as the case may be.

     Section 5.4 Subdivision or Combination of Common Stock. If the Corporation
at any time subdivides (by any stock split, stock dividend, recapitalization or
otherwise) one or more classes of its outstanding shares of Common Stock into a
greater number of shares, the Conversion Price in effect immediately prior to
such subdivision shall be proportionately reduced, and if the Corporation at any
time combines (by reverse stock split or otherwise) one or more classes of its
outstanding shares of Common Stock into a smaller number of shares, the
Conversion Price in effect immediately prior to such combination shall be
proportionately increased.

     Section 5.5 Reorganization, Reclassification, Consolidation, Merger or
Sale. Any recapitalization, reorganization, reclassification, consolidation,
merger, sale of all or substantially all of the Corporation's assets or other
transaction, in each case which is effected in such a manner that the holders of
Common Stock are entitled to receive (either directly or upon subsequent
liquidation) stock, securities or assets with respect to or in exchange for
Common Stock held by such holders, is referred to herein as an "Organic Change".
Prior to the consummation of any Organic Change, the Corporation shall make
appropriate provisions to insure that each of the holders of Series K Preferred
Stock shall thereafter have the right to

<PAGE>

acquire and receive, in lieu of the shares of Conversion Stock immediately
theretofore acquirable and receivable upon the conversion of such holder's
Series K Preferred Stock, such shares of stock, securities or assets as such
holder would have received in connection with such Organic Change if such holder
had converted its Series K Preferred Stock immediately prior to such Organic
Change. The Corporation shall not effect any such consolidation, merger or sale,
unless prior to the consummation thereof, the successor entity (if other than
the Corporation) resulting from consolidation or merger or the entity purchasing
such assets assumes by written instrument, the obligation to deliver to each
such holder such shares of stock, securities or assets as, in accordance with
the foregoing provisions, such holder may be entitled to acquire.

     Section 5.6 Certain Events. If any event occurs of the type contemplated by
the provisions of this Section 5 but are not expressly provided for by these
provisions (including, without limitation, the granting of stock appreciation
rights, phantom stock rights or other rights with equity features), then the
Corporation's Board of Directors shall make an appropriate adjustment in the
Conversion Price so as to protect the rights of the holders of the Series K
Preferred Stock; provided, that no such adjustment shall increase the Conversion
Price or decrease the number of shares of Conversion Stock issuable upon
conversion of each Share of Series K Preferred Stock as otherwise determined
pursuant to this Section 5.

     Section 5.7 Notices.

          (a) Immediately upon any adjustment of the Conversion Price, the
     Corporation shall give written notice thereof to all affected holders of
     the Series K Preferred Stock, setting forth in reasonable detail and
     certifying the calculation of such adjustment.

          (b) The Corporation shall give written notice to all holders of the
     Series K Preferred Stock at least 20 days prior to the date on which the
     Corporation closes its books or takes a record (a) with respect to any
     dividend or distribution upon Common Stock, (b) with respect to any pro
     rata subscription offer to holders of Common Stock or (c) for determining
     rights to vote with respect to any Organic Change, dissolution or
     liquidation.

          (c) The Corporation shall also give written notice to the holders of
     the Series K Preferred Stock at least 20 days prior to the date on which
     any Organic Change shall take place.

                           ARTICLE VI PURCHASE RIGHTS

     If at any time the Corporation grants, issues or sells any Options,
Convertible Securities or rights to purchase stock, warrants, securities or
other property pro rata to the record holders of any class of Common Stock (the
"Purchase Rights") and such rights are not concurrently granted to the holders
of the Preferred Stock, then each holder of Initially Designated Preferred Stock
or the Series K Preferred Stock shall be entitled to acquire, upon the terms
applicable to such Purchase Rights, the aggregate Purchase Rights which such
holder could have acquired if such holder had held the number of shares of
Conversion Stock acquirable upon conversion of such holder's Initially
Designated Preferred Stock or Series K Preferred Stock immediately before the

<PAGE>

date on which a record is taken for the grant, issuance or sale of such Purchase
Rights, or if no such record is taken, the date as of which the record holders
of Common Stock are to be determined for the grant, issue or sale of such
Purchase Rights.

                      ARTICLE VII REGISTRATION OF TRANSFER.

     The Corporation shall keep or have its agent keep a register for the
registration of the Series K Preferred Stock. Upon the surrender of any
certificate representing the Series K Preferred Stock at a place designated by
the Corporation, the Corporation shall, at the request of the record holder of
such certificate, execute and deliver (at the Corporation's expense) a new
certificate or certificates in exchange therefore representing in the aggregate
the number of Shares represented by the surrendered certificate. Each such new
certificate shall be registered in such name and shall represent such number of
Shares as is requested by the holder of the surrendered certificate and shall be
substantially identical in form to the surrendered certificate, and dividends
shall accrue on the Series K Preferred Stock represented by such new certificate
from the date to which dividends have been fully paid on such Series K Preferred
Stock represented by the surrendered certificate.

                           ARTICLE VIII REPLACEMENT.

     Upon receipt of evidence reasonably satisfactory to the Corporation (an
affidavit of the registered holder shall be satisfactory) of the ownership and
the loss, theft, destruction or mutilation of any certificate evidencing the
Shares, and in the case of any such loss, theft or destruction, upon receipt of
indemnity reasonably satisfactory to the Corporation (provided that if the
holder is a financial institution or other institutional investor, its own
agreement to indemnify the Corporation shall be satisfactory), or, in the case
of any such mutilation upon surrender of such certificate, the Corporation shall
(at its expense) execute and deliver in lieu of such certificate a new
certificate of like kind representing the number of shares of the Series K
Preferred Stock represented by such lost, stolen, destroyed or mutilated
certificate and dated the date of such lost, stolen, destroyed or mutilated
certificate, and dividends shall accrue on the Shares represented by such new
certificate from the date to which dividends have been fully paid on such lost,
stolen, destroyed or mutilated certificate.

                            ARTICLE IX DEFINITIONS.

     To the extent not defined herein, terms shall have the meaning set forth in
the Charter.

     "Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person, where
"control" means the possession, directly or indirectly, of the power to direct
the management and policies of a Person whether through ownership of Voting
Securities, contract or otherwise.

     "Common Stock" means, collectively, the Corporation's common stock, par
value $0.004 per share, and any capital stock of any class of the Corporation
hereafter authorized which is not limited to a fixed sum or percentage of par or
stated value in respect to the rights of the holders thereof to participate in
dividends or in the distribution of assets upon any liquidation, dissolution or
winding up of the Corporation.

<PAGE>

     "Common Stock Deemed Outstanding" means, at any given time, the number of
shares of Common Stock actually outstanding at such time, plus the number of
shares of Common Stock deemed to be outstanding pursuant to subparagraphs 5C(i)
and 5C(ii) hereof whether or not the Options or Convertible Securities are
actually exercisable at such time.

     "Conversion Price" initially means $0.15 for the Series K Preferred Stock.

     "Conversion Stock" means shares of the Corporation's Common Stock;
provided, that if there is a change such that the securities issuable upon
conversion of the Series K Preferred Stock are issued by an entity other than
the Corporation or there is a change in the type or class of securities so
issuable, then the term "Conversion Stock" shall mean one share of the security
issuable upon conversion of the Series K Preferred Stock if such security is
issuable in shares, or shall mean the smallest unit in which such security is
issuable if such security is not issuable in shares.

     "Convertible Securities" means any stock or securities directly or
indirectly convertible into or exchangeable for Common Stock.

     "Corporation" means Velocity Express Corporation, a Delaware corporation,
or, where applicable (for example, in connection with agreements dated prior to
the date of incorporation of the Corporation under the GCL), UST. Where
applicable, reference to certain agreements of the Corporation entered into
prior to its incorporation under the Delaware General Corporation Law refer to
those as assumed by the surviving entity as a matter of law under the merger
between the Corporation and UST, effective on January 4, 2002.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Junior Securities" has the meaning set forth in Section 1 of the Charter.

     "Liquidation Event" has the meaning set forth in Section 3.

     "Liquidation Value" of any share of Series K Preferred Stock shall be equal
to $1.50.

     "Market Price" of any security means the average of the closing prices of
such security's sales on all securities exchanges on which such security may at
the time be listed, or, if there has been no sales on any such exchange on any
day, the average of the highest bid and lowest asked prices on all such
exchanges at the end of such day, or, if on any day such security is not so
listed, the average of the representative bid and asked prices quoted in the
NASDAQ System as of 4:00 P.M., New York time, or, if on any day such security is
not quoted in the NASDAQ System, the average of the highest bid and lowest asked
prices on such day in the domestic over-the-counter market as reported by the
National Quotation Bureau, Incorporated, or any similar successor organization,
in each such case averaged over a period of the twenty (20) consecutive trading
days immediately prior to the day for which "Market Price" is being determined.
If at any time such security is not listed on any securities exchange or quoted
in the NASDAQ System or the over-the-counter market, the "Market Price" shall be
the fair value thereof determined jointly by the Corporation and the holders of
at least two-thirds of each of the then outstanding classes of Preferred Stock,
voting as individual classes. If such parties are unable to reach agreement
within a reasonable period of time, such fair value shall be determined by an

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independent appraiser experienced in valuing securities jointly selected by the
Corporation and the holders of at least two-thirds of each of the then
outstanding classes of Preferred Stock, voting as individual classes. The
determination of such appraiser shall be final and binding upon the parties, and
the Corporation shall pay the fees and expenses of such appraiser.

     "Options" means any rights, warrants or options to subscribe for or
purchase Common Stock or Convertible Securities.

     "Permitted Issuances" means the acts described in Section 5B(iii) of the
Charter.

     "Person" means an individual, a partnership, a corporation, a limited
liability company, a limited liability, an association, a joint stock company, a
trust, a joint venture, an unincorporated organization and a governmental entity
or any department, agency or political subdivision thereof.

     "Preferred Stock" shall have the meaning set forth in the Charter.

     "Series B Preferred Stock" shall mean the Corporation's Series B
Convertible Preferred Stock, par value $0.004 per share.

     "Series C Preferred Stock" shall mean the Corporation's Series C
Convertible Preferred Stock, par value $0.004 per share.

     "Series D Preferred Stock" shall mean the Corporation's Series D
Convertible Preferred Stock, par value $0.004 per share.

     "Series F Preferred Stock" shall mean the Corporation's Series F
Convertible Preferred Stock, par value $0.004 per share.

     "Series G Preferred Stock" shall mean the Corporation's Series G
Convertible Preferred Stock, par value $0.004 per share.

     "Series H Preferred Stock" shall mean the Corporation's Series H
Convertible Preferred Stock, par value $0.004 per share.

     "Series I Preferred Stock" shall mean the Corporation's Series I
Convertible Preferred Stock, par value $0.004 per share.

     "Series J Preferred Stock" shall mean the Corporation's Series J
Convertible Preferred Stock, par value $0.004 per share.

     "Series K Preferred Stock" shall mean the Corporation's Series J
Convertible Preferred Stock, par value $0.004 per share.

     "Share" has the meaning set forth in Section 3.

     "Subsidiary" means, with respect to any Person, any corporation, limited
liability company, partnership, association or other business entity of which
(i) if a corporation, a

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majority of the total voting power of shares of stock entitled (without regard
to the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly or
indirectly, by that Person or one or more of the other Subsidiaries of that
Person or a combination thereof, or (ii) if a limited liability company,
partnership, association or other business entity, a majority of the partnership
or other similar ownership interest thereof is at the time owned or controlled,
directly or indirectly, by any Person or one or more Subsidiaries of that Person
or a combination thereof. For purposes hereof, a Person or Persons shall be
deemed to have a majority ownership interest in a limited liability company,
partnership, association or other business entity if such Person or Persons
shall be allocated a majority of limited liability company, partnership,
association or other business entity gains or losses or shall be or control the
managing general partner of such limited liability company, partnership,
association or other business entity.

     "Voting Securities" means securities of the Corporation ordinarily having
the power to vote for the election of directors of the Corporation; provided,
that when the term "Voting Securities" is used with respect to any other Person,
it means the capital stock or other equity interests of any class or kind
ordinarily having the power to vote for the election of directors or other
members of the governing body of such Person.

                        ARTICLE X AMENDMENT AND WAIVER.

     No amendment, modification or waiver shall be binding or effective with
respect to any provisions hereof without the prior written consent of the
holders of at least two-thirds of Series K Preferred Stock outstanding, voting
as a separate class, at the time such action is taken.

                              ARTICLE XI NOTICES.

     Except as otherwise expressly provided hereunder, all notices referred to
herein shall be in writing and shall be delivered by registered or certified
mail, return receipt requested and postage prepaid, or by reputable overnight
courier service, charges prepaid, and shall be deemed to have been given when so
mailed or sent (i) to the Corporation, at its principal executive offices and
(ii) to any stockholder, at such holder's address as it appears in the stock
records of the Corporation (unless otherwise indicated by any such holder).