**Exhibit 4.19**

**AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT**

**THIS AMENDMENT NO. 1**, dated as ofOctober 19, 2006, is between Velocity Express Corporation, a Delaware corporation (the “Company”), and the investors named in the Purchase Agreement (the “Investors”). 

**PRELIMINARY STATEMENT**

**WHEREAS**, the Company and the Investors previously entered into a Registration Rights Agreement dated July 20, 2005 (the “Registration Rights Agreement”) with respect to the Company’s Series O Convertible PreferredStock; and 

**WHEREAS**, Section 7(a) of the Registration Rights Agreement provides that the Registration Rights Agreement may beamended by a writing signed by the Company and the Required Investors; and 

**WHEREAS**, the Company has solicited consents to certainproposed amendments to the Registration Rights Agreement pursuant to a Consent Solicitation Statement dated September 6, 2006 (as the same may be amended, supplemented or otherwise modified from time to time, the “SolicitationStatement”); and 

**WHEREAS**, this Amendment No. 1 evidences the proposed amendments described in the Solicitation Statement;and 

**WHEREAS**, capitalized terms used herein but not otherwise defined herein shall have the meanings given them in the RegistrationRights Agreement. 

**NOW, THEREFORE**, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, theparties hereto agree as follows: 

**Section 1.**Amendments to the Registration Rights Agreement

Section 2(c)(iii) of the Registration Rights Agreement is hereby amended and restated in its entirety as follows (deletions are indicated by a linethrough the deleted text and new language is indicated by a double underline): 

The Company may (x) for not more thantwenty (20) consecutive days or for a total of not more than forty-five (45) days in any twelve (12) month period, delay the disclosure of material non-public information concerning the Company, by suspending the use of any Prospectusincluded in any registration contemplated by this Section containing such information, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (y) suspend the use of anyProspectus included in any registration statement contemplated by this Section if it is required, pursuant to paragraph (a) of Item 512 of Regulation S-K, to file a post-effective amendment to such registration statement, and suchpost-effective amendment 

 

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is not declared automatically effective (each of clauses (x) and (y) being an “Allowed Delay”); provided, that the Company shall promptly(a) notify the Investors in writing of the existence of (but in no event, without the prior written consent of an Investor, shall the Company disclose to such Investor any of the facts or circumstances regarding) material non-public informationgiving rise to an Allowed Delay, (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay aspromptly as practicable. 

**Section 2.**Effectiveness; Waiver

(a) This Amendment No. 1 is entered into pursuant to and consistent with Section 7(a) of the Registration Rights Agreement, and nothing hereinshall constitute an amendment, supplement or waiver requiring the approval of each Investor. 

(b) This Amendment No. 1 shall becomeeffective and binding on the Company and the Investors, retroactively from the date of the Registration Rights Agreement, upon the execution and delivery by the Company and the Required Investors of this Amendment No. 1 (the “OperativeDate”). 

(c) The undersigned Investor hereby agrees to waive its right to receive liquidated damages with respect to any BlackoutPeriod prior to the Operative Date. 

**Section 3.**Reference to and Effect on the Registration Rights Agreement

(a) On and after the Operative Date, each reference in the Registration Rights Agreement to “the Agreement,” “this Agreement,”“hereunder,” “hereof” or “herein” shall mean and be a reference to the Registration Rights Agreement as supplemented by this Amendment No. 1 unless the context otherwise requires. 

(b) Except as specifically amended above, the Registration Rights Agreement shall remain in full force and effect and is hereby ratified and confirmed.

**Section 4.**Governing Law

This Amendment No. 1 shall be construed and enforced in accordance with, and interpreted under, the internal laws of the State of New York. 

**Section 5.**Further Assurances

The undersigned Investor agrees to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws to consummate and make effective the amendments contemplated by thisAmendment No. 1. 

 

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**Section 6.**Counterparts and Methods of Execution

This Amendment No. 1 may be executed in several counterparts, all of which together shall constitute one agreement binding on all parties,notwithstanding that all parties have not signed the same counterpart. 

**[SIGNATURES APPEAR ON FOLLOWING PAGE]**

 

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IN WITNESS WHEREOF, the Company and the Required Investors have caused this Amendment No. 1 to beduly executed by their respective officers thereunto duly authorized all as of the day and year first above written. 

 

**COMPANY**

VELOCITY EXPRESS CORPORATION

By:
 
/s/ Edward W. Stone
Name: Edward W. StoneTitle: Chief Financial Officer
**INVESTOR**

GSSF MASTER FUND, LP

By:
 
/s/ E. B. Lyon, IV
Name: E. B. Lyon, IVTitle: Authorized Agent
 

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IN WITNESS WHEREOF, the Company and the Required Investors have caused this Amendment No. 1 to beduly executed by their respective officers thereunto duly authorized all as of the day and year first above written. 

 

**COMPANY**

VELOCITY EXPRESS CORPORATION

By:
 
/s/ Edward W. Stone
Name: Edward W. StoneTitle: Chief Financial Officer
**INVESTOR**

GRYPHON MASTER FUND, LP

By:
 
/s/ E. B. Lyon, IV
Name: E. B. Lyon, IVTitle: Authorized Agent
 

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