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                                                                   Exhibit 10.46

                                   APPENDIX A

                           Certificate of Designation

                          VELOCITY EXPRESS CORPORATION
             CERTIFICATE OF DESIGNATION OF PREFERENCES AND RIGHTS OF
                      SERIES L 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 December 20, 2004 without
               shareholder action, the following resolutions, authorizing the
               creation and designation of a series of preferred stock
               designated as Series L 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 L 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 L Convertible
Preferred Stock is hereby executed on behalf of the Corporation this 20 day of
December, 2004.

                                        Velocity Express Corporation


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

                                        2

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                                                                       EXHIBIT A

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

                        ARTICLE I DESIGNATION AND AMOUNT.

     The number of authorized shares of Series L Convertible Preferred Stock,
par value $0.004 per share (the "Series L Preferred Stock"), shall be 7,000,000.

                              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 L 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 L Preferred Stock which
are convertible into shares of Common Stock had all such shares of the
outstanding Series L 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 L 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, the Series K Preferred Stock and the Series L
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 L Preferred Stock ranking parri passu with the Series
D, F, G, H, I, J and K 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 L Preferred Stock, setting
forth in reasonable detail the amount of proceeds to be paid with respect to
each Share and each share of Common Stock in connection with such Liquidation
Event. A

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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 L 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 L
Preferred Stock for so long as at least 20% of the Series L Preferred Stock
originally issued pursuant to the Stock Purchase Agreements remains outstanding:

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

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

                              ARTICLE V CONVERSION.

     Subject to the terms of this Article V, at any time and from time to time
after (i) the authorization by stockholders of the Corporation of the issuance
of the Series L Preferred Stock and (ii) the amendment of the Charter to
increase the number of shares of the Corporation authorized for issuance to
amount necessary to provide for the proper issuance of all approved shares are
Common Stock and shares are Preferred Stock (the time after both conditions are
met, the "Conversion Time"), any holder of Series L Preferred Stock may convert
all or any portion of the Series L 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 $1.00 and dividing the
result by the Conversion Price then in effect.

     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 L
     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 L 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 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 L Preferred Stock
     may, at the election of the holder

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     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 L 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 L Preferred Stock in any manner, which interferes with the
     timely conversion of the Series L 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 L Preferred Stock, such number of shares of Conversion Stock
     issuable upon the conversion of all outstanding Preferred 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

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     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 L 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 L 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 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 5.3 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 L Preferred
Stock shall thereafter have the right to acquire and receive, in lieu of the
shares of Conversion Stock immediately theretofore acquirable and receivable
upon the conversion of such holder's Series L 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 L 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

<PAGE>

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 5.4 Notices.

          (a) Immediately upon any adjustment of the Conversion Price, the
     Corporation shall give written notice thereof to all affected holders of
     the Series L 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 L 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 L Preferred Stock at least 20 days prior to the date on which
     any Organic Change shall take place.

     Section 5.5 Drag Along Right. In the event that all of the then outstanding
Series B Preferred Stock is converted pursuant to Article IV.D.5. of the
Charter, upon such conversion of the Series B Preferred Stock, all of the then
outstanding Series L Preferred Stock shall be converted automatically into
shares of Conversion Stock, and the holders of Series L Preferred Stock shall
surrender all of their stock certificates representing Series L Preferred Stock
in exchange for certificates representing the number of shares of Conversion
Stock then issuable upon conversion of such series of Series L Preferred Stock
in accordance with this Article V.

                           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 L 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 L Preferred Stock immediately before the
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 L Preferred Stock. Upon the surrender of any
certificate representing the Series L Preferred Stock at a place designated by
the Corporation, the Corporation shall, at the request of

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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 L Preferred Stock
represented by such new certificate from the date to which dividends have been
fully paid on such Series L 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 L
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.

     "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 $0.10 for the Series L 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 L Preferred Stock

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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 L
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 L Preferred Stock shall be equal
to $1.00.

     "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
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.

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     "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 K
Convertible Preferred Stock, par value $0.004 per share.

     "Series L Preferred Stock" shall mean the Corporation's Series L
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 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,

<PAGE>

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 L 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).