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                                                                    Exhibit 10.1

          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 STOCK PURCHASE AGREEMENT (the "Purchase Agreement"), made effective
this ____ day of _____ 2004, by and between Velocity Express Corporation, a
Delaware corporation (the "Company"), and ____________, a resident 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 J Convertible Preferred Stock, par value $0.004 per share (the
          "Shares" or "Series J Preferred") for the subscription price per Share
          listed in paragraph 1(b) below. The rights and preferences of the
          Shares are set forth in the Certificate of Designation of Preferences
          and Rights of Series J Convertible Preferred Stock as set forth in
          Appendix A attached hereto. The undersigned acknowledges that this
          subscription is contingent upon acceptance in whole or in part by the
          Company and upon shareholder approval of (i) the issuance of the
          Series J Preferred Stock and (ii) the amendment of the Company's
          Certificate of Incorporation to increase the number of shares
          authorized for issuance to 500,000,000 shares, of which 475,000,000
          shares are Common Stock and 25,000,000 shares are Preferred Stock, at
          a meeting of the Company's shareholders or by written consent.
          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 $_______ for payment of the full purchase price of the
          Shares.

     (b)  Subject to the Board of Directors of the Company varying the purchase
          price per share of the Series J Preferred if they deem such action
          necessary or appropriate to obtain sufficient funding for the Company,
          the Series J Preferred Purchase Price shall be $1.50 per Share;

     (c)  The Company and the undersigned agrees that if the shareholder
          approval specified in paragraph 1(a) above is not achieved, the
          Company will return to the undersigned, without interest or deduction,
          any Purchase Price tendered by the undersigned for the purchase of the
          Series J Preferred.

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 B, relating to the Company (the "Company

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          Materials"), and all documents delivered therewith or reasonably
          requested by the undersigned;

     (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 investment objectives and financial needs
          of the undersigned, 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
          satisfaction of the undersigned 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;

     (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, 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 paragraph 3
          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;

     (h)  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 4 of this Purchase Agreement;

     (i)  That pending shareholder authorization specified in paragraph 1(a)
          above, the Purchase Price received by the Company pursuant to this
          Purchase Agreement and other stock purchase agreements for the
          subscription of the Series J Preferred shall be used for the general
          corporate purposes of the Company and will not be held in a segregated
          account;

     (j)  That there is no minimum amount for the Company's offering of the
          Series J Preferred and that there can be no assurance that the
          offering of the Series J Preferred will result in a total proceeds to
          the Company of any set amount; and

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     (k)  That the undersigned constitutes an accredited investor as defined in
          Rule 501(a) under the Securities Act of 1933.

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 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 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 AND THE CERTIFICATE OF DESIGNATION OF THOSE
               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,

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          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, 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 C. 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 the shareholder approval of (i) the issuance of the Series J
          Preferred Stock and (ii) the amendment of the Company's Certificate of
          Incorporation to increase the number of shares authorized for issuance
          to 500,000,000 shares, of which 425,000,000 shares are Common Stock
          and 75,000,000 shares are Preferred Stock, at a meeting of the
          Company's shareholders or by written consent has been obtained.

4.        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:______________
          ______________________________________________________________________
          ______________________________________________________________________

5.        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

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     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.

6.        The undersigned agrees that he/she or it shall not disclose either the
          existence, the contents or any of the terms and conditions of this
          Purchase Agreement to any other person.

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.

----------
* Mutiple signatures required

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                                 SIGNATURE PAGE

Dated: March __, 2004


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Signature


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Name Typed or Printed


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Residence Address


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City, State, Country and Zip Code


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Mailing Address


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City, State, Country and Zip Code


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Tax Identification or Social
Security Number


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Phone Number (home)


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Phone Number (work)


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Fax Number


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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 Stock Purchase Agreement, dated __________,
200__, by and between Velocity Express Corporation and the Entity to purchase
and hold the Shares, and certify further that the Stock 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 _____, 200__.


                                        ----------------------------------------
                                        (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 and shall issue such Shares upon shareholder
approval of (i) the issuance of the Series J Preferred Stock and (ii) the
amendment of the Company's Certificate of Incorporation to increase the number
of shares authorized for issuance to 500,000,000 shares, of which 425,000,000
shares are Common Stock and 75,000,000 shares are Preferred Stock, at a meeting
of the Company's shareholders.

                                        Velocity Express Corporation


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


                                        8

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                                   APPENDIX A

                           Certificate of Designation


                          VELOCITY EXPRESS CORPORATION
             CERTIFICATE OF DESIGNATION OF PREFERENCES AND RIGHTS OF
                      SERIES J 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 March 3, 2004 without
               shareholder action, the following resolutions, authorizing the
               creation and designation of a series of preferred stock
               designated as Series J 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 J 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.

     In witness whereof, this Certificate of Designation of Series J Convertible
Preferred Stock is hereby executed on behalf of the Corporation this __ day of
March, 2004.

                                        Velocity Express Corporation


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

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                                    Exhibit A

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

                        ARTICLE I DESIGNATION AND AMOUNT.

          The number of authorized shares of Series J Convertible Preferred
Stock, par value $0.004 per share (the "Series J Preferred Stock"), shall be
8,000,000.

     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 J 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 J
Preferred Stock which are convertible into shares of Common Stock had all such
shares of the outstanding Series J 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 J 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 and Series J 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 J
Preferred Stock ranking pari passu with the Series D, F, G, H and I 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 J 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 change of control of the Corporation
shall not be deemed a Liquidation Event for purposes of this Section 3.

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     ARTICLE IV VOTING RIGHTS. Voting RightsThe Series J Preferred Stock shall
have no voting rights.

          Section 4.2 CovenantsNotwithstanding 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 J Preferred Stock for so long as at least 20% of
the Series J Preferred Stock originally issued pursuant to the Stock Purchase
Agreements remains outstanding:

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

               (b)  increase or decrease the authorized number of shares of the
          Series J 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 J Preferred Stock and (ii) the
amendment of the Charter to increase the number of shares of the Corporation
authorized for issuance to 500,000,000 shares, of which 425,000,000 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 J Preferred
Stock may convert all or any portion of the Series J 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 J Preferred Stock
shall not be convertible into Conversion Stock to the extent that such
conversion would result in the holder of the Series J 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 ProcedureExcept 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 J 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 J 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 J
          Preferred Stock may, at the election of the holder thereof, be
          conditioned upon the consummation of such

                                      A-2

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          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 J 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 J Preferred Stock in any manner, which
          interferes with the timely conversion of the Series J 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 J 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

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          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 J 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 J 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 PriceIn order to prevent dilution of the
          conversion rights granted under this Section 5, the Conversion Price
          of the Series J 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 J 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
          Common Stock by the number of shares of Common Stock Deemed
          Outstanding immediately after such issue or sale.

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               (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 5.2 (c) of the Charter.

          Section 5.3 Effect on Conversion Price of Certain EventsFor 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

                                      A-5

<PAGE>

          to the Corporation upon the conversion or exchange thereof, by (B) the
          total maximum number 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 J 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 J 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 J Preferred Stock.

                                      A-6

<PAGE>

               (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 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 J 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 J
          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 StockIf 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.

                                      A-7

<PAGE>

          Section 5.5 Reorganization, Reclassification, Consolidation, Merger or
SaleAny 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 J 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 J 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 J 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 EventsIf 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 J
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 J Preferred Stock as otherwise determined
pursuant to this Section 5.

          Section 5.7 Notices Immediately upon any adjustment of the
          Conversion Price, the Corporation shall give written notice thereof to
          all affected holders of the Series J 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 J 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 J Preferred Stock at least 20 days prior to the
          date on which any Organic Change shall take place.

                                      A-8

<PAGE>

                          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 J 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 J 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 J Preferred Stock. Upon the surrender of any
certificate representing the Series J 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 J Preferred Stock represented by such new certificate
from the date to which dividends have been fully paid on such Series J Preferred
Stock represented by the surrendered certificate.

                                      A-9

<PAGE>

     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 J 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 $0.15 for the Series J 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 J 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 J 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.

                                      A-10

<PAGE>

          "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.

          "Initially Designated Preferred Stock" shall mean the Series B
Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series F
Preferred Stock, Series G Preferred Stock, Series H Preferred Stock and Series I
Preferred Stock, together.

          "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 J 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
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 5.2 (c) of
the Charter.

                                      A-11

<PAGE>

          "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.

          "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, 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.

                                      A-12

<PAGE>

          "UST" means United Shipping and Technology, Inc., a Utah corporation
and the predecessor of Velocity Express Corporation, a Delaware corporation.

          "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 J 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).

                                      A-13

<PAGE>

                                   APPENDIX B

                                  Risk Factors

     An investment in our Series J Preferred involves risks. You should
carefully consider the following risk factors, and all other information
contained and incorporated by reference in this prospectus before you decide to
purchase shares of our common stock. The risks described below are not the only
risks we face. Additional risks that we do not yet know of or that we currently
think are immaterial may also impair our business operations. Any of the events
or circumstances described in the following risks could have a material adverse
impact on our business, financial condition and results of operations if they
were to actually occur. If that happens, the trading price of our common stock
could decline, and you may lose all or part of your investment.

Risks Related To Our Business

     We have sustained losses applicable to holders of our Common Stock in the
past and we may continue to sustain losses applicable to holders of our Common
Stock in the future.

     We experienced net losses applicable to holders of our Common Stock of
approximately $35.0 million for the fiscal year ended June 30, 2001,
approximately $20.4 million for the fiscal year ended June 29, 2002, $15.6
million for the fiscal year ended June 28, 2003 and approximately $34.8 million
for the second fiscal quarter of fiscal year 2004 ended December 27, 2003. The
nature and extent of any future losses applicable to holders of our Common Stock
will depend on the success of our financial and business strategies, and on
other factors, some of which may be beyond our control. We cannot assure you
that we will eliminate net losses applicable to holders of our Common Stock and
achieve profitable operations.

     We may not be successful in implementing our growth plans.

     We face the risks, expenses and uncertainties frequently encountered by
emerging companies that operate in evolving markets. Successfully achieving our
growth plan depends upon, among other things, our ability to:

     .  continue to reduce losses and position ourselves to continue positive
        cash flow;

     .  successfully promote our national brand;

     .  deliver services that are equal or superior to those of our competitors;
        and

     .  obtain and maintain a technological competitive advantage.

     We may need additional capital to finance our growth and working capital
needs.

     We have sustained net losses in each of the past three years and may
continue to do so in the future. If we continue to experience operating losses,
we will need additional cash to offset these losses, which may not be available
to us on acceptable terms, or at all. Achieving our financial goals involves
implementing a number of strategies, some of which may not develop

                                      B-1

<PAGE>

when or as planned. To date, we have primarily relied upon debt and equity
investments to fund our operations and growth.

     We have substantial indebtedness.

     On November 26, 2003, we entered into a new $42.5 million revolving credit
facility with Fleet Capital Corporation and Merrill Lynch Capital. On November
26, 2003, we also entered into a Note and Warrant Purchase Agreement with BET
Associates, L.P. ("BET"), under which the Company borrowed from BET $6 million
at a per annum interest rate of 12%, due monthly. As of December 27, 2003, $22.7
million was outstanding under the new revolving credit facility and $5.4 million
was outstanding under the subordinated note. Substantially all of our assets are
pledged to secure our indebtedness. Subject to the restrictions in our existing
credit agreements, we and our subsidiaries may incur additional indebtedness
from time to time to increase working capital, finance capital expenditures, and
for other general corporate purposes.

     Our revolving credit facility matures on December 31, 2006.

     Our ability to refinance the revolving credit facility upon maturity will
depend to a great degree on our operating performance at the time of maturity.
If we cannot successfully refinance the revolving credit facility upon maturity,
we will be required to raise capital through the issuance of additional debt or
equity securities or sales of some or all of our assets in order to meet our
repayment obligations under the facility. We cannot assure you that we will be
able to raise such capital or that the terms for raising such capital would be
acceptable to us.

     Our debt instruments contain significant financial and operational
requirements.

     Our revolving credit agreement contains a number of financial covenants
that, among other things, require us to maintain specified interest coverage
ratios, specified levels of availability under the revolving credit facility
based upon our interest coverage ratio and minimum EBITDA levels. The credit
agreement also restricts our ability to dispose of assets, incur additional
indebtedness, amend our debt instruments, make payments on subordinated debt,
pay dividends or other distributions, create liens on assets, make capital
expenditures, enter into sale and leaseback transactions, allow our subsidiaries
to issue securities or make any sales on a repurchase or return basis, make
investments, loans or advances, engage in mergers, consolidations, joint
ventures, acquisitions or structural changes, change our organizational
documents or our fiscal year end, enter into leases or negative pledges, and
engage in transactions with affiliates.

     Our ability to comply with the financial covenants in our credit agreements
will be affected by our financial performance as well as events beyond our
control, including prevailing economic, financial and industry conditions.

     The breach of any of the covenants in our credit agreements could result in
a default, which would permit the lenders to declare all amounts borrowed
thereunder to be due and payable, together with accrued and unpaid interest. If
we are unable to repay our indebtedness, the lenders could proceed against the
collateral securing the indebtedness.

                                      B-2

<PAGE>

     Rapid technological changes in communications technology may require
substantial expenditures by us.

     The industry in which we compete is characterized by rapidly changing
technology, evolving industry standards, frequent new service announcements,
introductions and enhancements, compromises in security and changing customer
demands. Accordingly, our future success may depend on our ability to respond to
rapidly changing technologies, to adapt our services to evolving industry
standards and to continually improve the performance, features and reliability
of our technology and services in response to competitive service offerings and
the evolving demands of the marketplace. Obtaining and maintaining a
technological competitive advantage may require us to make substantial
expenditures, which could have a material adverse effect on our business,
results of operations and financial condition.

     We face significant risks of tax authorities classifying independent
contractors as our employees.

     A significant number of our drivers are currently independent contractors
(meaning that they are not our employees). From time to time, federal and state
taxing authorities have sought to assert that independent contractor drivers in
the same-day delivery and transportation industries are employees. We do not pay
or withhold federal or state employment taxes with respect to drivers who are
independent contractors. Although we believe that the independent contractors we
utilize are not our employees under existing interpretations of federal and
state laws, we cannot guarantee you that federal and state authorities will not
challenge our position or that other laws or regulations, including tax laws and
laws relating to employment and worker compensation, will not change. If the IRS
were to successfully assert that our independent contractors are in fact our
employees, we would be required to pay withholding taxes and extend additional
employee benefits to these persons. In addition, we could become responsible for
past and future employment taxes. If we are required to pay withholding taxes
with respect to amounts previously paid to these persons, we could be required
to pay penalties or be subject to other liabilities as a result of incorrectly
classifying employees. If our drivers are deemed to be employees rather than
independent contractors, we could be required to increase their compensation
since they may no longer be receiving commission-based compensation. Any of the
foregoing possibilities could increase our operating costs and have a material
adverse effect on our business, financial condition and results of operations.

     We could be subject to claims for personal injury, death and property
damage.

     We could be exposed to claims for personal injury, death and property
damage as a result of accidents involving our employees and independent
contractors. While we carry liability insurance and require that our independent
contractors maintain at least the minimum amount of liability insurance required
by state law, we cannot assure you that any claims made against us will not
exceed the amount of our insurance coverage. Successful claims for personal
injury, death or property damage in excess of our insurance coverage could have
a material adverse effect on our business, financial condition and results of
operations.

     We could be subject to claims for non-delivery or delayed delivery of
packages.

     We could be subject to claims resulting from non-delivery or delayed
delivery of packages, many of which could be significant because of unique or
time sensitive deliveries. While our customer contracts contain limitations of
our liability for non-delivery or delayed delivery of packages, we cannot assure
you that we will be able to successfully limit our liability

                                      B-3

<PAGE>

for package deliveries by contract. Successful claims for non-delivery or
delayed delivery of packages could have a material adverse effect on our
business, financial condition and results of operations.

     We face many risks unique to the package shipping and same-day delivery
industries.

     Numerous events and factors that affect the delivery services industry
could also affect (and recently have affected) our business, financial condition
and results of operations, including:

     .  weather conditions;

     .  fuel prices and shortages;

     .  economic factors affecting customers, as well as general economic
        conditions affecting prices and operating margins;

     .  the ability of United States companies to maintain continuous operation
        of supply and communications systems;

     .  downturns in the level of general economic activity or employment in the
        United States, which could affect the demand for package and priority
        document delivery; and

     .  labor shortages and disputes.

     We must comply with various governmental regulations.

     Various local, state and federal regulations require us to obtain and
maintain permits and licenses in connection with our operations. Some of our
operations may also involve the delivery of items subject to more stringent
regulation, including hazardous materials, which would require us to obtain
additional permits. In addition, we cannot assure you that existing laws or
regulations will not be revised or that new laws or regulations, which could
have an adverse impact on our operations, will not be adopted or become
applicable to us. Our failure to maintain required permits and licenses, or to
comply with applicable regulations, could result in substantial fines or
revocation of permits and licenses, any of which could have a material adverse
effect on our business, financial condition and results of operations.

     We face intense competition in the market for same-day delivery services.

     We expect that competition will continue to intensify in the same day
delivery business. Companies such as UPS(R), Federal Express(R), and DHL(R)
dominate the next day commercial package shipping market. The market for
point-to-point delivery services is also highly competitive, with a number of
companies having multi-state and multi-city operations. A number of these
competitors have greater financial and technical resources and more industry
recognition than we do. Any of these companies could elect to enter the same-day
delivery market in direct competition with us. Increased competitive pressure
could have a material adverse effect on our business, financial condition and
results of operations.

                                      B-4

<PAGE>

     We depend on our key personnel.

     We depend upon the continued services of our senior management for our
success. The loss of a member of our senior management could have a material
adverse effect on our business, financial condition and results of operations.
We cannot assure you that we will be able to retain our senior management or our
other key personnel.

     The loss of significant customers could adversely affect our business.

     Our contracts with our commercial customers typically have a term of 1 to 3
years, but are terminable upon 30 or 60 days notice. Although we have no reason
to believe that these contracts will be terminated prior to the expiration of
their terms, early termination of these contracts could have a material adverse
effect on our business, financial condition and results of operations.

     Our stock may be delisted from Nasdaq because we may not meet the minimum
bid price and market capitalization requirements for continued listing.

     In the past, we have been notified by Nasdaq that our stock was subject to
delisting because our common stock has failed to maintain a minimum bid price of
$1.00 over the previous 30 consecutive trading days and that we were not in
compliance of the market capitalization requirement of $35,000,000 as required
by The Nasdaq SmallCap Market under its Marketplace Rules. We are currently
operating under a delisting notice relative to the minimum bid price
requirements and have been given until January 20, 2005 to regain compliance by
implementing a reverse stock split or otherwise achieving the minimum bid price
requirements. In the event that we are unable to maintain the standards for
continued listing, our shares would be subject to delisting from The Nasdaq
SmallCap Market.

     We have a substantial investment in equipment and technology.

     As a part of our business strategy, we have invested significantly in
equipment and technology, and we will continue to make investments that we
believe are necessary or appropriate to maintain our presence in the same-day
delivery industry. While we believe that these investments will give us an
advantage over our competitors, we cannot assure you that this strategy will be
successful or that we will be able to recover our investment through increased
revenues or profits. Additionally, disruptions in electrical and other energy
supplies could cause a disruption of, or damage to, our technology and
communication systems.

     Terrorist attacks and threats or actual war may negatively impact all
aspects of our operations.

Recent terrorist attacks in the United States, as well as future events
occurring in response to them, including, without limitation, future terrorist
attacks against U.S. targets, rumors or threats of war, actual conflicts
involving the United States or its allies or military or trade disruptions
impacting our domestic or foreign customers have had and could continue to have,
a significant impact on our business. These effects have included, and may
continue to include, reduced demand for our services and delays in our ability
to deliver services to our customers. More generally, any of these events could
cause consumer confidence and spending to decrease or result in increased
volatility in the U.S. and worldwide financial markets and economy. They could
also result in economic recession in the U.S. or abroad. Any of these
occurrences could have a material adverse effect on our business, financial
condition and results of operations.

                                      B-5

<PAGE>

                                   APPENDIX C

                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------

          REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April
23, 2004 among Velocity Express Corporation, a Delaware corporation (the
"Company) and the persons executing a Series J Purchaser Signature Page attached
hereto (each a "Series J Purchaser"). Capitalized terms used herein but not
otherwise defined have the meaning set forth in Section 1 hereof.

          WHEREAS, the Series J Purchasers and the Company have entered into
certain Stock Purchase Agreements, pursuant to which the Series J Purchasers
purchased from the Company certain of the shares of the Company's Series J
Convertible Preferred Stock, par value $.004 per share (the "Series J Preferred
Stock").

          WHEREAS, the Company hereby desires to, among other things, grant the
Series J Purchasers certain registration rights.

          NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:

1.        Definitions.

          "Business Day" means any day other than a Saturday, a Sunday or a day
on which banks in New York City are authorized or obligated by law or executive
order to close.

          "Commission" means the United States Securities and Exchange
Commission, or any successor Commission or agency having similar powers.

          "Common Stock" means the Common Stock of the Company, $0.004 par value
per share.

          "Person" means any individual, corporation (including any non-profit
corporation), general or limited partnership, limited liability company, joint
venture, estate, trust, association, organization, labor union, or other entity
or governmental entity

          "Registrable Securities" means, the Common Stock issuable or issued
upon conversion of the Series J Preferred Stock (including Common Stock issued
pursuant to stock splits, stock dividends and similar distributions), excluding,
however, any Registrable Securities sold by a person in a transaction in which
its rights under this Agreement are not assigned and any Common Stock which has
previously been registered, which the holder thereof has sold pursuant to an
effective registration statement under the Securities Act or which has sold or
transferred to or through a broker, dealer or underwriter in a public
distribution, a public securities transaction or pursuant to Rule 144 of the
Securities Act.

          "Registration Expenses" has the meaning set forth in Section 6(a)
hereof.

          "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

          "Series J Purchasers" means any purchasers of Series J Preferred
Stock.

                                      C-1

<PAGE>

2.        Demand Registrations.

(a)  Requests for Registration. Subject to the limitations and lock-up period
     set forth in the Series J Stock purchase Agreement, the holders of a
     majority of the Series J Registrable Securities may request Short-Form
     Registrations, if available. Each request for a Demand Registration (as
     defined below) shall specify the approximate number of Registrable
     Securities requested to be registered and the anticipated per share price
     range for such offering. Within ten (10) days after receipt of any such
     request, the Company will give written notice of such requested
     registration to all other holders of Registrable Securities and will
     include in such registration all Registrable Securities with respect to
     which the Company has received written requests for inclusion therein
     within twenty (20) days after the receipt of the Company's notice. All
     registrations requested pursuant to this paragraph 2(a) are referred to
     herein as "Demand Registrations".

(b)  Short-Form Registrations. Subject to the limitations and lock-up period set
     forth in the Series J Stock purchase Agreement, the holders of the Series J
     Registrable Securities will be entitled to request up to three (3)
     Short-Form Registrations in which the Company will pay all Registration
     Expenses; provided, that the holders of Registrable Securities shall not be
     entitled to require the Company to effect any Short-Form Registration if
     the aggregate offering price of Registrable Securities (based on the
     mid-point of the price range specified in the request for such Short-Form
     Registration) to be included in such Short-Form Registration is less than
     $1,000,000. Demand Registrations will be Short-Form Registrations whenever
     the Company is permitted to use any applicable short form. The Company will
     use its best efforts to make Short-Form Registrations on FormS-3 available
     for the sale of Registrable Securities.

(c)  Priority on Demand Registrations. If a Demand Registration is an
     underwritten offering and the managing underwriters advise the Company in
     writing that in their opinion the number of Registrable Securities and, if
     permitted hereunder, other securities requested to be included in such
     offering exceeds the number of Registrable Securities and other securities,
     if any, which can be sold therein without adversely affecting the
     marketability of the offering, the Company will include in such
     registration (i) first, securities requested to be registered pursuant to
     that certain Third Amended Registration Rights Agreement, by and among the
     parties thereto (the "Original Registrable Securities"), (ii) second, the
     number of Registrable Securities requested to be included in such Demand
     Registration by the holders initially requesting such Demand Registration
     pro rata, if necessary, among the holders of such Registrable Securities
     based on the number of such Registrable Securities owned by each such
     holder, and (iii) third, the number of other Registrable Securities not
     included pursuant to clause (i) above pro rata, if necessary, among the
     holders of such Registrable Securities based on the number of such
     Registrable Securities owned by each such holder, and (iii) third, any
     other securities of the Company requested to be included in such Demand
     Registration.

(d)  Restrictions on Demand Registrations. The Company will not be obligated to
     effect any Demand Registration within sixty (60) days after the effective
     date of a previous registration of equity securities by the Company. The
     Company may postpone for up to ninety (90) days the filing or the
     effectiveness of a registration statement for a Demand Registration if the
     Company's Board of Directors determines in good faith that such Demand
     Registration would reasonably be expected to be seriously detrimental to
     the Company and its shareholders; provided, that in such event, (i) the
     Company shall give written notice to the holders of Registrable Securities
     as soon after such determination as practicable, but in any event within
     ten (10) days thereafter, (ii) the holders of Registrable Securities
     initially requesting such Demand Registration will be entitled to withdraw
     such request and such Demand Registration will not count as one of the
     permitted Demand Registrations hereunder and the Company will pay all
     Registration Expenses in connection with such registration

                                      C-2

<PAGE>

     and (iii) the Company may postpone a Demand Registration pursuant hereto
     only once in any 365-day period.

(e)  Selection of Underwriters. If any Demand Registration is an underwritten
     offering, the selection of investment banker(s) and manager(s) for the
     offering, which investment banker(s) and manager(s) shall be nationally
     recognized, shall be made by the Company.

3.        Piggyback Registrations.

(a)  Right to Piggyback. Subject to the lock-up period set forth in the Series J
     Stock purchase Agreement, whenever the Company proposes to register any of
     its securities under the Securities Act (other than pursuant to a Demand
     Registration) and the registration form to be used may be used for the
     registration of Registrable Securities (a "Piggyback Registration"), the
     Company will give prompt written notice to all holders of Registrable
     Securities of its intention to effect such a registration and will include
     in such registration all Registrable Securities with respect to which the
     Company has received written requests for inclusion therein within twenty
     (20) days after the receipt of the Company's notice.

(b)  Priority on Primary Registrations. If a Piggyback Registration is an
     underwritten primary registration on behalf of the Company, and the
     managing underwriters advise the Company in writing that in their opinion
     the number of securities requested to be included in such registration
     exceeds the number which can be sold in such offering without adversely
     affecting the marketability of the offering, the Company will include in
     such registration (i) first, the securities the Company proposes to sell,
     and (ii) second, the securities requested to be registered pursuant to that
     certain Third Amended Registration Rights Agreement, and (iii) third, the
     Registrable Securities requested to be included in such Piggyback
     Registration, pro rata, if necessary, among the holders of such Registrable
     Securities on the basis of the number of Registrable Securities owned by
     each such holder and (iv) fourth, other securities requested to be included
     in such Piggyback Registration.

(c)  Priority on Secondary Registrations. If a Piggyback Registration is an
     underwritten secondary registration on behalf of holders of the Company's
     securities, and the managing underwriters advise the Company in writing
     that in their opinion the number of securities requested to be included in
     such registration exceeds the number which can be sold in such offering
     without adversely affecting the marketability of the offering, the Company
     will include in such Piggyback Registration (i) first, the securities
     requested to be included therein by the holders requesting such
     registration, (ii) second, the Original Registrable Securities requested to
     be included in such Piggyback Registration, pro rata among the holders of
     such Original Registrable Securities on the basis of the number of
     Registrable Securities owned by each such holder and (iii) third, the
     holders of the Registrable Securities and other securities requested to be
     included in such Piggyback Registration.

(d)  Selection of Underwriters. If any Piggyback Registration is an underwritten
     offering, the selection by the Company of investment banker(s) and
     manager(s), which investment banker(s) and manager(s) shall be nationally
     recognized, for the offering must be approved by the holders of a majority
     of the Registrable Securities included in such Piggyback Registration,
     which approval shall not be unreasonably withheld.

4.        Holdback Agreements.

(a)  Each holder of Registrable Securities agrees not to effect any public sale
     or distribution (including sales pursuant to Rule 144) of equity securities
     of the Company, or any securities convertible into or exchangeable or
     exercisable for such securities, during the seven (7) days prior to and the
     ninety (90)-

                                      C-3

<PAGE>

     day period beginning on the effective date of any underwritten Demand
     Registration or any underwritten Piggyback Registration in which
     Registrable Securities are included (except as part of such underwritten
     registration), unless the underwriters managing the registered public
     offering otherwise agree.

(b)  The Company agrees not to effect any public sale or distribution of its
     equity securities, or any securities convertible into or exchangeable or
     exercisable for such securities, during the seven (7) days prior to and
     during the ninety (90)-day period beginning on the effective date of any
     underwritten Demand Registration or any underwritten Piggyback Registration
     (except as part of such underwritten registration or pursuant to
     registrations on Form S-8 or Form S-4 or any successor forms thereto),
     unless the underwriters managing the registered public offering otherwise
     agree.

5.        Registration Procedures. Whenever the holders of Registrable
Securities have requested that any Registrable Securities be registered pursuant
to this Agreement, the Company will use its best efforts to effect the
registration and the sale of such Registrable Securities in accordance with the
intended method of disposition thereof including the registration of common
stock that may be obtained upon conversion of Preferred Stock held by a holder
of Registrable Securities requesting registration, and pursuant thereto the
Company will as expeditiously as possible:

(a)  prepare and file (in the case of a Demand Registration not more than ninety
     (90) days after request therefor) with the Commission a registration
     statement with respect to such Registrable Securities and use its best
     efforts to cause such registration statement to become effective (provided
     that as far in advance as practicable before filing a registration
     statement or prospectus or any amendments or supplements thereto, the
     Company will furnish to the counsel selected by the holders of a majority
     of the Registrable Securities covered by such registration statement copies
     of all such documents proposed to be filed, which documents will be subject
     to the review of such counsel);

(b)  prepare and file with the Commission such amendments and supplements to
     such registration statement and the prospectus used in connection therewith
     as may be necessary to keep such registration statement effective for a
     period of not less than one hundred and eighty (180) days and comply with
     the provisions of the Securities Act with respect to the disposition of all
     securities covered by such registration statement during such period in
     accordance with the intended methods of disposition by the sellers thereof
     set forth in such registration statement;

(c)  furnish to each seller of Registrable Securities such number of copies of
     such registration statement, each amendment and supplement thereto, the
     prospectus included in such registration statement (including each
     preliminary prospectus) and such other documents as such seller may
     reasonably request in order to facilitate the disposition of the
     Registrable Securities owned by such seller;

(d)  use its best efforts to register or qualify such Registrable Securities
     under such other securities or blue sky laws of such jurisdictions as any
     seller reasonably requests and do any and all other acts and things which
     may be reasonably necessary or advisable to enable such seller to
     consummate the disposition in such jurisdictions of the Registrable
     Securities owned by such seller (provided that the Company will not be
     required to (i) qualify generally to do business in any jurisdiction where
     it would not otherwise be required to qualify but for this subparagraph,
     (ii) subject itself to taxation in any such jurisdiction or (iii) consent
     to general service of process in any such jurisdiction);

(e)  notify each seller of such Registrable Securities, at any time when a
     prospectus relating thereto is required to be delivered under the
     Securities Act, of the happening of any event as a result of which the
     prospectus included in such registration statement contains an untrue
     statement of a material fact or omits any fact necessary to make the
     statements therein not misleading, and, at the request of any

                                      C-4

<PAGE>

     such seller, the Company will prepare a supplement or amendment to such
     prospectus so that, as thereafter delivered to the purchasers of such
     Registrable Securities, such prospectus will not contain an untrue
     statement of a material fact or omit to state any fact necessary to make
     the statements therein not misleading;

(f)  cause all such Registrable Securities to be listed on each securities
     exchange on which similar securities issued by the Company are then listed
     and, if not so listed, to be listed on the National Association of
     Securities Dealers automated quotation system;

(g)  provide a transfer agent and registrar for all such Registrable Securities
     not later than the effective date of such registration statement;

(h)  enter into such customary agreements (including underwriting agreements in
     customary form) and take all such other actions as the holders of a
     majority of the Registrable Securities being sold or the underwriters, if
     any, reasonably request in order to expedite or facilitate the disposition
     of such Registrable Securities (including, without limitation, effecting a
     stock split or a combination of shares);

(i)  make available for inspection by any seller of Registrable Securities, any
     underwriter participating in any disposition pursuant to such registration
     statement and any attorney, accountant or other agent retained by any such
     seller or underwriter, all financial and other records, pertinent corporate
     documents and properties of the Company, and cause the Company's officers,
     directors, employees and independent accountants to supply all information
     reasonably requested by any such seller, underwriter, attorney, accountant
     or agent in connection with such registration statement;

(j)  permit any holder of Registrable Securities which holder, in its sole and
     exclusive judgment, might be deemed to be an underwriter or a controlling
     person of the Company, to participate in the preparation of such
     registration or comparable statement and to require the insertion therein
     of material, furnished to the Company in writing, which in the reasonable
     judgment of such holder and its counsel should be included;

(k)  in the event of the issuance of any stop order suspending the effectiveness
     of a registration statement, or of any order suspending or preventing the
     use of any related prospectus or suspending the qualification of any common
     stock included in such registration statement for sale in any jurisdiction,
     the Company will promptly notify the holders of Registrable Securities and
     will use its reasonable best efforts promptly to obtain the withdrawal of
     such order;

(l)  obtain a cold comfort letter from the Company's independent public
     accountants in customary form and covering such matters of the type
     customarily covered by cold comfort letters as the holders of a majority of
     the Registrable Securities being sold reasonably request; and

(m)  in connection with an underwritten public offering, (i) cooperate with the
     selling holders of Registrable Securities, the underwriters participating
     in the offering and their counsel in any due diligence investigation
     reasonably requested by the selling holders or the underwriters in
     connection therewith and (ii) participate, to the extent reasonably
     requested by the managing underwriter for the offering or the selling
     holder, in efforts to sell the Registrable Securities under the offering
     (including, without limitation, participating in "roadshow" meetings with
     prospective investors) that would be customary for underwritten primary
     offerings of a comparable amount of equity securities by the Company.

                                      C-5

<PAGE>

6.        Registration Expenses.

(a)  All expenses incident to the Company's performance of or compliance with
     this Agreement, including without limitation all registration and filing
     fees, fees and expenses of compliance with securities or blue sky laws,
     printing expenses, messenger and delivery expenses, and fees and
     disbursements of counsel for the Company and all independent certified
     public accountants, underwriters (excluding discounts and commissions) and
     other Persons retained by the Company (all such expenses being herein
     called "Registration Expenses"), will be borne as provided in this
     Agreement, except that the Company will, in any event, pay its internal
     expenses (including, without limitation, all salaries and expenses of its
     officers and employees performing legal or accounting duties), the expense
     of any annual audit or quarterly review, the expense of any liability
     insurance and the expenses and fees for listing the securities to be
     registered on each securities exchange on which similar securities issued
     by the Company are then listed or on the National Association of Securities
     Dealers automated quotation system. The Company shall not be required to
     pay an underwriting discount with respect to any shares being sold by any
     party other than the Company in connection with an underwritten public
     offering of any of the Company's securities pursuant to this Agreement.

(b)  In connection with each Demand Registration and each Piggyback
     Registration, the Company will reimburse the holders of Registrable
     Securities covered by such registration for the reasonable fees and
     disbursements of one counsel chosen by the holders of a majority of the
     Registrable Securities initially requesting such registration.

(c)  The Company will reimburse the holders of Registrable Securities for the
     reasonable fees and expenses (including the fees and expenses of counsel
     chosen by the holders of a majority of the Registrable Securities) incurred
     by such holders in enforcing any of their rights under this Agreement.

7.        Indemnification.

(a)  Indemnification of Selling Stockholders by the Company. The Company agrees
     to indemnify and hold harmless each holder of Registrable Securities which
     are registered pursuant hereto (each a "Selling Stockholder") and each
     person, if any, who controls any Selling Stockholder within the meaning of
     Section 15 of the Securities Act or Section 20 of the Securities Exchange
     Act of 1934, as amended (the "Exchange Act"), as follows:

(i)    against any and all loss, liability, claim, damage and expense
       whatsoever, as incurred, arising out of any untrue statement or alleged
       untrue statement of a material fact contained in the registration
       statement (or any amendment thereto), or the omission or alleged omission
       therefrom of a material fact required to be stated therein or necessary
       to make the statements therein not misleading or arising out of any
       untrue statement or alleged untrue statement of a material fact contained
       in any preliminary prospectus or the prospectus (or any amendment or
       supplement thereto), or the omission or alleged omission therefrom of a
       material fact necessary in order to make the statements therein, in the
       light of the circumstances under which they were made, not misleading;

(ii)   against any and all loss, liability, claim, damage and expense
       whatsoever, as incurred, to the extent of the aggregate amount paid in
       settlement of any litigation, or any investigation or proceeding by any
       governmental agency or body, commenced or threatened, or of any claim
       whatsoever based upon any such untrue statement or omission, or any such
       alleged untrue statement or omission; provided, that subject to Section
       7(d) below any such settlement is effected with the prior written consent
       of the Company; and

                                      C-6

<PAGE>

(iii)  against any and all expense whatsoever, as incurred (including the fees
       and disbursements of counsel chosen by such Selling Stockholder),
       reasonably incurred in investigating, preparing or defending against any
       litigation, or any investigation or proceeding by any governmental agency
       or body, commenced or threatened, or any claim whatsoever based upon any
       such untrue statement or omission, or any such alleged untrue statement
       or omission, to the extent that any such expense is not paid under (i) or
       (ii) above; Notwithstanding the foregoing, this indemnity agreement shall
       not apply to any loss, liability, claim, damage or expense to the extent
       arising out of any untrue statement or omission or alleged untrue
       statement or omission made in reliance upon and in conformity with
       written information furnished to the Company by the Selling Stockholder
       expressly for use in the registration statement (or any amendment
       thereto), or any preliminary prospectus or the prospectus (or any
       amendment or supplement thereto) or by such Selling Stockholder's failure
       to deliver a copy of the registration statement or prospectus or any
       amendments or supplements thereto after the Company has furnished such
       Selling Stockholder with a sufficient number of copies of the same.

(b)  Indemnification of Company by the Selling Stockholders. Each Selling
     Stockholder, severally and not jointly, agrees to indemnify and hold
     harmless the Company, its directors, each of its officers who signed the
     registration statement and each person, if any, who controls the Company
     within the meaning of Section 15 of the Securities Act or Section 20 of the
     Exchange Act, against any and all loss, liability, claim, damage and
     expense described in the indemnity contained in Section 7(a) above, as
     incurred, but only with respect to untrue or alleged untrue statements or
     omissions made in the registration statement (or any amendment thereto), or
     any preliminary prospectus or any prospectus (or any amendment or
     supplement thereto) in reliance upon and in conformity with written
     information furnished to the Company by or on behalf of such Selling
     Stockholder with respect to such Selling Stockholder expressly for use in
     the registration statement (or any amendment or supplement thereto);
     provided, that such Selling Stockholder's aggregate liability under this
     Section 7 shall be limited to an amount equal to the net proceeds (after
     deducting the underwriting discount, but before deducting expenses)
     received by such Selling Stockholder from the sale of Registrable
     Securities pursuant to a registration statement filed pursuant to this
     Agreement.

(c)  Actions against Parties; Notification. Each indemnified party shall give
     notice as promptly as reasonably practicable to each indemnifying party of
     any action commenced against it in respect of which indemnity may be sought
     hereunder, but failure to so notify an indemnifying party shall not relieve
     such indemnifying party from any liability hereunder to the extent it is
     not materially prejudiced as a result thereof and in any event shall not
     relieve it from any liability which it may have otherwise than on account
     of this indemnity agreement. In the case of parties indemnified pursuant to
     Section 7(a), counsel to the indemnified parties shall be selected by the
     Company, subject to the approval of the holders of a majority of the
     Registrable Securities included in a registration hereunder, which shall
     not be unreasonably withheld and, in the case of parties indemnified
     pursuant to Section 7(b), counsel to the indemnified parties shall be
     selected by the Company. An indemnifying party may participate at its own
     expense in the defense of any such action and counsel to the indemnifying
     party shall also be counsel for the indemnified parties; provided, that if
     under applicable principals of legal ethics, there is a conflict of
     interest that prohibits such counsel from representing the indemnifying
     parties as well as the indemnified parties, the indemnifying parties shall
     be liable for fees and expenses of one additional counsel (in addition to
     any local counsel) separate from their own counsel for all indemnified
     parties in connection with any one action or separate but similar or
     related actions in the same jurisdiction arising out of the same general
     allegations or circumstances. No indemnifying party shall, without the
     prior written consent of the indemnified parties, settle or compromise or
     consent to the entry of any judgment with respect to any litigation, or any
     investigation or proceeding by any governmental agency or body, commenced
     or threatened, or any claim whatsoever in respect of which indemnification
     or contribution could be sought under this Section 7 (whether or not the
     indemnified parties are actual or potential parties

                                      C-7

<PAGE>

     thereto), unless such settlement, compromise or consent (i) includes an
     unconditional release of each indemnified party from all liability arising
     out of such litigation, investigation, proceeding or claim and (ii) does
     not include a statement as to or an admission of fault, culpability or a
     failure to act by or on behalf of any indemnified party.

(d)  Settlement without Consent. If at any time an indemnified party shall have
     requested an indemnifying party to reimburse the indemnified party for fees
     and expenses of counsel, such indemnifying party agrees that it shall be
     liable for any settlement of the nature contemplated by Section 7(a)(ii)
     effected without its written consent if (i) such settlement is entered into
     more than forty-five (45) days after receipt by such indemnifying party of
     the aforesaid request, (ii) such indemnifying party shall have received
     notice of the terms of such settlement at least thirty (30) days prior to
     such settlement being entered into and (iii) such indemnifying party shall
     not have reimbursed such indemnified party in accordance with such request
     prior to the date of such settlement.

(e)  Contribution.

(i)    If a claim for indemnification under Section 7(a) or 7(b) is unavailable
       to an indemnified party because of a failure or refusal of a governmental
       authority to enforce such indemnification in accordance with its terms
       (by reason of public policy or otherwise), then each indemnifying party,
       in lieu of indemnifying such indemnified party, shall contribute to the
       amount paid or payable by such indemnified party as a result of such
       losses, in such proportion as is appropriate to reflect the relative
       fault of the indemnifying party and the indemnified party in connection
       with the actions, statements or omissions that resulted in such losses as
       well as any other relevant equitable considerations. The relative fault
       of such indemnifying party and indemnified party shall be determined by
       reference to, among other things, whether any action in question,
       including any untrue or alleged untrue statement of a material fact or
       omission or alleged omission of a material fact, has been taken or made
       by, or relates to information supplied by, such indemnifying party or
       indemnified party, and the parties' relative intent, knowledge, access to
       information and opportunity to correct or prevent such action, statement
       or omission. The amount paid or payable by a party as a result of any
       losses shall be deemed to include, subject to the limitations set forth
       in this Section, any reasonable attorneys' or other reasonable fees or
       expenses incurred by such party in connection with any proceeding to the
       extent such party would have been indemnified for such fees or expenses
       if the indemnification provided for in this Section was available to such
       party in accordance with its terms.

(ii)   The parties hereto agree that it would not be just and equitable if
       contribution pursuant to this Section 7(e) were determined by pro rata
       allocation or by any other method of allocation that does not take into
       account the equitable considerations referred to in the immediately
       preceding paragraph. Notwithstanding the provisions of this Section 7(e),
       a holder shall not be required to contribute, in the aggregate, any
       amount in excess of the amount by which the proceeds actually received by
       such holder from the sale of the Registrable Securities subject to the
       proceeding exceeds the amount of any damages that the holder has
       otherwise been required to pay by reason of such untrue or alleged untrue
       statement or omission or alleged omission. No Person guilty of fraudulent
       misrepresentation (within the meaning of Section 11(f) of the Securities
       Act) shall be entitled to contribution from any Person who was not guilty
       of such fraudulent misrepresentation.

(iii)  The indemnity and contribution agreements contained in this Section are
       in addition to any liability that the indemnifying parties may have to
       the indemnified parties.

8.        Participation in Underwritten Registrations. No Person may participate
in any registration hereunder which is underwritten unless such Person (a)
agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Person or Persons entitled

                                      C-8

<PAGE>

hereunder to approve such arrangements and (b) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements;
provided, that no holder of Registrable Securities included in any underwritten
registration shall be required to make any representations or warranties to the
Company or the underwriters other than representations and warranties regarding
such holder, such holder's Registrable Securities and such holder's intended
method of distribution or to undertake any indemnification obligations to the
Company or the underwriters with respect thereto, except as otherwise provided
in Section 7 hereof.

9.        Miscellaneous.

(a)  Remedies. Any Person having rights under any provision of this Agreement
     will be entitled to enforce such rights specifically to recover damages
     caused by reason of any breach of any provision of this Agreement and to
     exercise all other rights granted by law. The parties hereto agree and
     acknowledge that money damages may not be an adequate remedy for any breach
     of the provisions of this Agreement and that any party may in its sole
     discretion apply to any court of law or equity of competent jurisdiction
     (without posting any bond or other security) for specific performance and
     for other injunctive relief in order to enforce or prevent violation of the
     provisions of this Agreement.

(b)  Successors and Assigns. All covenants and agreements in this Agreement by
     or on behalf of any of the parties hereto will bind and inure to the
     benefit of the permitted respective successors and assigns of the parties
     hereto whether so expressed or not. In addition, whether or not any express
     assignment has been made, the provisions of this Agreement which are for
     the benefit of purchasers or holders of Registrable Securities are also for
     the benefit of, and enforceable by, any subsequent holder of Registrable
     Securities.

(c)  Notices. All notices, requests, consents and other communications provided
     for herein shall be in writing and shall be (i) delivered in person, (ii)
     transmitted by telecopy, (iii) sent by first-class, registered or certified
     mail, postage prepaid, or (iv) sent by reputable overnight courier service,
     fees prepaid, to the recipient at the address or telecopy number set forth
     below, or such other address or telecopy number as may hereafter be
     designated in writing by such recipient. Notices shall be deemed given upon
     personal delivery, seven days following deposit in the mail as set forth
     above, upon acknowledgment by the receiving telecopier or one day following
     deposit with an overnight courier service.

                    If to the Company:

                         Velocity Express Corporation
                         7803 Glenroy Road
                         Suite 200
                         Bloomington, MN 55439
                         Telecopy:  (612) 492-2499
                         Attention: Wesley C. Fredenburg
                                    Secretary and General Counsel

                    If to any of the Series J Purchasers:

                         To the address for such Series J Purchaser indicated
                         on the Series J Purchaser Signature Page.

                                      C-9

<PAGE>

or such other address or to the attention of such other Person as the recipient
party shall have specified by prior written notice to the sending party.

(d)  Interpretation of Agreement; Severability. The provisions of this Agreement
     shall be applied and interpreted in a manner consistent with each other so
     as to carry out the purposes and intent of the parties hereto, but if for
     any reason any provision hereof is determined to be unenforceable or
     invalid, such provision or such part thereof as may be unenforceable or
     invalid shall be deemed severed from the Agreement and the remaining
     provisions carried out with the same force and effect as if the severed
     provision or part thereof had not been a part of this Agreement.

(e)  Governing Law. The corporate law of the State of Delaware shall govern all
     issues concerning the relative rights of the Company and its stockholders.
     All other provisions of this Agreement shall be governed by and construed
     in accordance with the internal laws of the State of New York, without
     giving effect to principles of conflicts of laws or choice of law of the
     State of New York or any other jurisdiction which would result in the
     application of the laws of any jurisdiction other than the State of New
     York.

(f)  Counterparts. This Agreement may be executed in one or more counterparts,
     each of which shall be deemed to be an original, but all of which taken
     together shall constitute one and the same Agreement.

(g)  Entire Agreement. This document, the Purchase Agreement and the "Related
     Documents" (as defined in the Purchase Agreement) embodies the complete
     agreement and understanding among the parties hereto with respect to the
     subject matter hereof and supersede and preempt any prior understandings,
     agreements or representations by or among the parties, written or oral,
     which may have related to the subject matter hereof in any way.

(h)  Waiver of Jury Trial. The parties to this Agreement each hereby waives, to
     the fullest extent permitted by law, any right to trial by jury of any
     claim, demand, action, or cause of action (i) arising under this Agreement
     or (ii) in any way connected with or related or incidental to the dealings
     of the parties hereto in respect of this Agreement or any of the
     transactions related hereto, in each case whether now existing or hereafter
     arising, and whether in contract, tort, equity, or otherwise. The parties
     to this Agreement each hereby agrees and consents that any such claim,
     demand, action, or cause of action shall be decided by court trial without
     a jury and that the parties to this Agreement may file an original
     counterpart of a copy of this Agreement with any court as written evidence
     of the consent of the parties hereto to the waiver of their right to trial
     by jury.

                                    * * * * *


                                      C-10

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the date first written above.

                                        Velocity Express Corporation


                                        By:
                                           -------------------------------------


                                      C-11

<PAGE>

                                        SERIES J PURCHASERS SIGNATURE PAGE


                                        By
                                           -------------------------------------

                                        Name:

                                        Address for Notices:


                                      C-12