<PAGE>


                                                                   Exhibit 10.43
                                                                   -------------

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

                          Velocity Express Corporation

                            STOCK PURCHASE AGREEMENT

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


Ladies and Gentlemen:

     THIS AGREEMENT, made effective this 3rd day of May 2002, between Velocity
Express Corporation, a Delaware corporation (the "Company"), and ______________,
a resident of the State of _______.

     1.   The Company agrees to sell to the undersigned, and the undersigned
          agrees to purchase from the Company, _____ shares of the Company's
          Series G Preferred Convertible Preferred Stock, par value $0.004 per
          share (the "Shares") for the subscription price of $0.75 per Share.
          The rights and preferences of the Shares are set forth in the
          Certificate of Designation of Preferences and Rights of Series G
          Convertible Preferred Stock ("Series G Preferred") 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. Concurrent with the delivery of this Agreement, the
          undersigned has delivered cash or a check or wire transfer to the
          Company in the amount of $______ in payment of the full purchase price
          of the Shares.

     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 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 undersigned investment
               objectives and financial needs, and has adequate means for
               providing for his, her or its current financial needs and

<PAGE>

               personal contingencies and has no need for liquidity of
               investment with respect to the Shares;

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

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

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


                                        2

<PAGE>

     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 except as provided in the Registration
          Rights Agreement dated as of the date hereof, the Company shall not
          have any obligation to register the Shares for such purpose).

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

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

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

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

                                        3

<PAGE>

          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,
          for a period of 180 days from the date of this Stock Purchase
          Agreement.

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

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

     4.   The undersigned has been advised by the Company that the rules of the
          Nasdaq Stock Market provide that shareholder approval is required if
          the Company issues, at a price which is less than market value, Common
          Stock or securities convertible into Common Stock which exceeds twenty
          percent of the Company's outstanding Common Stock or twenty percent of
          the Company's voting power outstanding before such issuance. The
          undersigned acknowledges and agrees that, pursuant to paragraph 5A (i)
          of the Certificate of Designation for the Series G Preferred Stock,
          the Series G cannot be converted into common stock unless and until
          shareholder approval of the issuance of the common stock upon
          conversion of the Series G Preferred has been obtained.

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

                 Yes                                 No
                    -------                            -------

                                        4

<PAGE>

               If yes, list the affiliated member firm or person:
                                                                 ---------------

               -----------------------------------------------------------------

               -----------------------------------------------------------------

          Your relationship to such member firm or person:
                                                          ---------

          ----------------------------------------------------------------------

          ----------------------------------------------------------------------

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

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

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

     7.   Miscellaneous.

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

                             Individual Ownership
                     -----
                             Joint Tenants with Right of Survivorship*
                     -----
                             Partnership*
                     -----
                             Tenants in Common*
                     -----
                             Corporation
                     -----
                             Trust
                     -----
                             Other
                     -----         -------------------------------
                                                                  (describe)
                     ---------------------------------------------

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

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

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

                                        5

<PAGE>

     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.

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


         6

<PAGE>

                                 SIGNATURE PAGE

Dated: May __, 2002.

---------------------------------
Signature

---------------------------------
Name Typed or Printed


---------------------------------
Residence Address


---------------------------------
---------------------------------
City, State, Country and Zip Code


---------------------------------
Mailing Address

---------------------------------
---------------------------------
City, State, Country and Zip Code


---------------------------------
Tax Identification or Social
Security Number


---------------------------------
Phone Number (home)

---------------------------------
Phone Number (work)

---------------------------------
Fax Number

---------------------------------
E-mail Address

                                        7

<PAGE>

                            CERTIFICATE OF SIGNATORY

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

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

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

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


                                               _________________________________
                                               (Signature)

                                               _________________________________
                                               (Title)

                                               _________________________________
                                               (Please Print Name)





                                        8

<PAGE>

                            ACCEPTANCE BY THE COMPANY
                            -------------------------

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

                                            Velocity Express Corporation


                                            By _________________________________
                                                  Wesley C. Fredenburg
                                                  General Counsel and Secretary








                                        9

<PAGE>

                                   APPENDIX A

                           Certificate of Designation
                          VELOCITY EXPRESS CORPORATION
             CERTIFICATE OF DESIGNATION OF PREFERENCES AND RIGHTS OF
                      SERIES G 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 April 10, 2002,
              without shareholder action, the following resolutions,
              authorizing the creation and designation of a series of
              preferred stock designated as Series G Convertible
              Preferred Stock as set forth in Exhibit A attached hereto:

                   RESOLVED, that, in order to comply with and fulfill
              its obligations under a Stock Purchase Agreement, 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 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, 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.

     THIRD:   As required by Section 4 C (b) (iv) of the Corporation's
              Amended and Restated Certificate of Incorporation, the
              Certificate has been approved by the holders of in excess
              of two-thirds of the outstanding Series B Preferred Stock
              and Series C Preferred Stock.

     In witness whereof, this Certificate of Designation of Series G Convertible
Preferred Stock is hereby executed on behalf of this corporation this __th day
of April, 2002.

                                               Velocity Express Corporation


                                               _________________________________
                                               By Wesley C. Fredenburg,
                                               Its Secretary and General Counsel

                                       10

<PAGE>

                                    Exhibit A
                                    ---------

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

     1. Designation and Amount. The number of authorized shares of Series G
Convertible Preferred Stock, par value $0.004 per share (the "Series G Preferred
Stock"), shall be 9,000,000.

     Section 2. 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 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 Preferred Stock
which are convertible into shares of Common Stock had all such shares of the
outstanding 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.

     Section 3. 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 G 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 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 and Series G Preferred Stock are
insufficient to permit payment to such holders of the aggregate amount which
they are entitled to be paid under this Section 3 or Article IV, Section 3 of
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 G Preferred Stock ranking parri passu with the
Series D and F Preferred Stock and prior to the Series B and C Preferred Stock.
Not less than sixty (60) days prior to the payment date stated therein, the
Corporation shall mail written notice of any such Liquidation Event to each
record holder of Series G 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
shall not be deemed a Liquidation Event for purposes of this Section 3.

Section 4. Voting Rights.
-------------------------

     4A. Voting Rights. The holders of the Series G Preferred Stock shall be
entitled to notice of all stockholders meetings in accordance with the
Corporation's Bylaws, and except as otherwise required by applicable law, the
holders of the Series G Preferred Stock shall be entitled to vote on all matters
submitted to the stockholders for a vote together with the holders of the Common
Stock, and all other classes of capital stock entitled to vote with the Common
Stock,

                                       A-1

<PAGE>

voting together as a single class with each share of and Series G Preferred
Stock entitled to one vote for each share of Common Stock issuable upon
conversion of the such Series G Preferred Stock as of the record date for such
vote or, if no record date is specified, as of the date of such vote.

     4B. Covenants.

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

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

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

Section 5. Conversion.
----------------------

5A. Conversion Procedure.

     (i) Subject to the terms of this Section 5 and the terms of Section 4 of
the Stock Purchase Agreement executed in connection with the issuance of the
Series G Preferred Stock, at any time and from time to time, any holder of
Series G Preferred Stock may convert all or any portion of the Series G
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 $0.75 and dividing the result by the Conversion Price
then in effect.

     (ii) Except as otherwise provided herein, each conversion of Preferred
Stock shall be deemed to have been effected as of the close of business on the
date on which the certificate or certificates representing the Series G
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
G 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.

     (iii) 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 G Preferred Stock may, at
the election of the holder thereof, be conditioned upon the consummation of such
transaction, in which case such conversion shall not be deemed to be effective
until such transaction has been consummated.

     (iv) 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:

                                       A-2

<PAGE>

     (A) 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;

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

     (C) 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.

     (v) 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
G 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.

     (vi) The Corporation shall not close its books against the transfer of
Preferred Stock or of Conversion Stock issued or issuable upon conversion of
Series G Preferred Stock in any manner, which interferes with the timely
conversion of Series G 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).

     (vii) The Corporation shall at all times 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 G Preferred Stock, such number of
shares of Conversion Stock issuable upon the conversion of all outstanding
Preferred Stock. All shares of Conversion Stock that are so issuable shall, when
issued, be duly and validly issued, fully paid and nonassessable and free from
all taxes, liens and charges. The Corporation shall take all such actions as may
be necessary to assure that all such shares of Conversion Stock may be so issued
without violation of any applicable law or governmental regulation or any
requirements of any domestic securities exchange 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.

     (viii) If any fractional interest in a share of Conversion Stock would,
except for the provisions of this subparagraph, be delivered upon any conversion
of 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.

                                       A-3

<PAGE>

     (ix) If the shares of Conversion Stock issuable by reason of conversion of
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.

5B. Conversion Price.

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

     (ii) If and whenever after the original date of issuance of the first share
of Series G Preferred Stock, the Corporation issues or sells, or in accordance
with Section 5C 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.

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

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

     (i) 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

                                       A-5

<PAGE>

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.

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

     (iii) 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 5C, if the terms of any Option or Convertible Security which
was outstanding as of the date of issuance of the Series G 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

                                       A-5

<PAGE>

(iii) shall be made as a result of any adjustment to the exercise and/or
conversion price with respect to the Bayview Warrant, the Common Warrants, the
Series D Preferred Stock and Series F Preferred Stock only, the Series B
Preferred Stock, the Series C Preferred Stock, the Series C Warrants, the
Preferred Warrants and the exercise of the Bridge Warrants, pursuant to and in
accordance with the antidilution protection provisions of such securities as in
effect on the date hereof.

     (iv) 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 5C, the expiration or termination of
any Option or Convertible Security which was outstanding as of the date of
issuance of the Preferred Stock with Conversion Price subject to adjustment
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
Preferred Stock with Conversion Price subject to adjustment.

     (v) 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. 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 G 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 each of the Series G Preferred Stock, voting as individual
classes. 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.

     (vi) 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.

     (vii) 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.

                                       A-6

<PAGE>

     (viii) 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.

     5D. Subdivision or Combination of Common Stock. If the Corporation at any
time subdivides (by any stock split, stock dividend, recapitalization or
otherwise) one or more classes of its outstanding shares of Common Stock into a
greater number of shares, the Conversion Price in effect immediately prior to
such subdivision shall be proportionately reduced, and if the Corporation at any
time combines (by reverse stock split or otherwise) one or more classes of its
outstanding shares of Common Stock into a smaller number of shares, the
Conversion Price in effect immediately prior to such combination shall be
proportionately increased.

     5E. Reorganization, Reclassification, Consolidation, Merger or Sale. Any
recapitalization, reorganization, reclassification, consolidation, merger, sale
of all or substantially all of the Corporation's assets or other transaction, in
each case which is effected in such a manner that the holders of Common Stock
are entitled to receive (either directly or upon subsequent liquidation) stock,
securities or assets with respect to or in exchange for Common Stock held by
such holders, is referred to herein as an "Organic Change". Prior to the
consummation of any Organic Change, the Corporation shall make appropriate
provisions to insure that each of the holders of Series G 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 G 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 G Preferred Stock
immediately prior to such Organic Change. In each such case, the Corporation
shall also make appropriate provisions to insure that the provisions of this
Section 5 and Section 6 below shall thereafter be applicable to the Initially
Designated Preferred Stock. 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.

     5F. Certain Events. If any event occurs of the type contemplated by the
provisions of this Section 5 but not expressly provided for by such 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 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 Preferred Stock as otherwise determined pursuant to this Section
5.

     5G. Notices.

                                       A-7

<PAGE>

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

     (ii) The Corporation shall give written notice to all holders of 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.

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

     Section 6. 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"), then each holder of Initially
Designated 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 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.

     Section 7. Registration of Transfer. The Corporation shall keep at its
principal office a register for the registration of Preferred Stock. Upon the
surrender of any certificate representing Preferred Stock at such place, 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 Preferred Stock represented by such new certificate from the
date to which dividends have been fully paid on such Preferred Stock represented
by the surrendered certificate.

     Section 8. 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 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 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 such class 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
Preferred Stock represented by such new certificate from the date to which
dividends have been fully paid on such lost, stolen, destroyed or mutilated
certificate.

                                       A-8

<PAGE>

     Section 9. Definitions for Purposes of Article IV, Paragraph D.
     ---------------------------------------------------------------

     For the purposes of this Section D of Article IV, the following definitions
shall apply. 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.

"Bayview Warrant" has the meaning set forth in the Charter.

"Bridge Warrant" means a warrant to purchase Series D Preferred Stock issued by
UST to TH Li pursuant to a certain Bridge Loan Agreement by and between UST and
TH Li dated January 4, 2001.

"CEX Convertible Note" has the meaning set forth in Section 5B(iii)(E) of the
Charter.

"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.

"Common Warrants" means, collectively, the "Common Warrants" as defined in the
Charter.

"Conversion Price" initially means $0.75 for the Series G 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 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 Preferred Stock if such security is issuable in shares, or shall mean the
smallest unit in which such security is issuable if such security is not
issuable in shares.

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

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

                                       A-9

<PAGE>

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

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

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

"Liquidation Value" of any share of Series G Preferred Stock shall be equal to
$0.75.

"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 as of which "Market Price" is being determined. If
at any time such security is not listed on any securities exchange or quoted in
the NASDAQ System or the over-the-counter market, the "Market Price" shall be
the fair value thereof determined jointly by the Corporation and the holders of
at least two-thirds of each of the then outstanding classes of Preferred Stock,
voting as individual classes. If such parties are unable to reach agreement
within a reasonable period of time, such fair value shall be determined by an
independent appraiser experienced in valuing securities jointly selected by the
Corporation and the holders of at least two-thirds of each of the then
outstanding classes of Preferred Stock, voting as individual classes. The
determination of such appraiser shall be final and binding upon the parties, and
the Corporation shall pay the fees and expenses of such appraiser.

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

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

"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.

"Preferred Warrants" means, collectively, the "Preferred Warrants" and the
"Additional Warrants" as defined in the Charter.

"Purchase Agreements" means the Securities Purchase Agreements, dated as of
April 2002 by and among the Corporation and certain investors, as such agreement
may from time to time be amended in accordance with its terms.

                                      A-10

<PAGE>

"Purchasers" means the "Purchasers" as defined in the Purchase Agreements and
their respective Affiliates.

"Series B Preferred Stock" has the meaning set forth in Article IV, C.1, Section
1 of the Charter.

"Series C Preferred Stock" has the meaning set forth in Article IV, C.1, Section
1 of the Charter.

"Series D Preferred Stock" has the meaning set forth in Article IV, C.1, Section
1 of the Charter.

"Series F Preferred Stock" has the meaning set forth in Article IV, C.1, Section
1 of the Charter.

"Series G Preferred Stock" has the meaning set forth in Article IV, C.1, Section
1 of the Charter.

"Series C Warrants" means, collectively, the "Series C Warrants" as defined in,
and issued pursuant to, Securities Purchase Agreement dated as of September 1,
2000, by and among UST and certain investors, as such agreement may from time to
time be amended in accordance with its terms, and any warrants issued in
exchange, substitution or replacement therefore.

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

"Stock Option Plans" means, collectively, the Corporation's 1995 Stock Option
Plan, 1996 Director Stock Option Plan and 2000 Stock Option Plan.

"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.

"TH Li" means collectively TH Lee Putnam Ventures, LP, a Delaware limited
partnership, TH Lee.Putnam Parallel Ventures, LP, a Delaware limited
partnership, THLi Coinvestment Partners LLC, a Delaware limited liability
company, and Blue Star I, LLC, a Delaware limited liability company.

"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

                                      A-11

<PAGE>

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.

     Section 10. Amendment and Waiver. No amendment, modification or waiver
shall be binding or effective with respect to any provision of Sections 1 to 11
hereof without the prior written consent of the holders of at least two-thirds
of Series G Preferred Stock outstanding, voting as individual series, at the
time such action is taken.

     Section 11. 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-12

<PAGE>

                                   APPENDIX B

                                  Risk Factors

     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.

     We have sustained losses in the past and we may continue to sustain losses
in the future. We experienced net losses of approximately $35.3 million for the
fiscal year ended June 30, 2001 and approximately $11.2 million for the six
months ended December 29, 2001. The nature and extent of any future losses 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 operating losses 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 new and evolving markets. Successfully achieving our growth plan
depends upon, among other things, our ability to:

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

     .  integrate previously acquired businesses and divest our non-strategic
        operations;

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

     .  fund our growth, operating losses and expenses;

     .  complete the integration of previously acquired businesses;

     .  complete the development or acquisition of new technology platforms,
        computer hardware and software; and

     .  respond to unanticipated developments in our industry or competitive
        pressures.

     If we exhaust our current sources of capital and cannot obtain additional
capital, we will be required to take various steps in order to continue our
operations. Such steps may include an immediate reduction of operating costs, a
decrease in capital expenditures or sales of assets. If those measures prove
insufficient, we may need to implement other cost reductions. Any of these
actions could adversely affect our ability to implement our growth plans. We
cannot assure you that we would be able to reduce our

                                       B-1

<PAGE>

costs to a level which would be sufficient to generate adequate cash flow or
achieve profitable operations. Ultimately, if we could not obtain additional
capital and our cost measures were not sufficient to allow us to achieve
adequate cash flow, we could be forced to change our business strategy or
discontinue some or all of our operations.

     We have substantial indebtedness. On January 28, 2002, we entered into a
new $40 million revolving credit facility with a group of banks led by Fleet
Capital Corporation and repaid all amounts outstanding under our old credit
facility with a group of banks led by General Electric Capital Corporation. As
of March 1, 2002, $35 million was outstanding under the new revolving credit
facility and we had an additional $5 million in subordinated indebtedness.
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.

     The degree to which we are leveraged could have important consequences to
the holders of our stock, including: (a) we may be more vulnerable to economic
downturns and other adverse developments and more limited in our ability to
withstand competitive pressures than our competitors that are not as leveraged;
(b) we may be limited in our ability to obtain additional financing for working
capital, capital expenditures, debt service requirements or other purposes; (c)
a substantial portion of our cash flow from operations will be dedicated to the
payment of the principal of, and interest on, our indebtedness, thereby reducing
funds available for operations and capital expenditures; and (d) some of our
borrowings are at variable rates of interest which could cause us to be
vulnerable to increases in interest rates.

     Our ability to make scheduled payments of the principal of, or interest on,
our indebtedness, will depend on our future operating performance and cash flow,
which will be subject to prevailing economic conditions, prevailing interest
rate levels, and financial, competitive, business and other factors, many of
which are beyond our control. If we are unable to generate sufficient cash flow
from operations in the future to service our indebtedness, we may be required to
refinance all or a portion of our indebtedness, obtain additional financing or
dispose of some or all of our assets or operations.

     Our revolving credit facility matures on January 28, 2004, with an option
to extend the facility for three years. 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.

     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 and specified levels of availability under the revolving credit
facility based upon our interest coverage ratio. 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

                                       B-2

<PAGE>

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.

     Rapid technological changes in communications technology and e-commerce 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. These market characteristics are
exacerbated by the emerging nature of the Internet and the apparent need of
companies from a multitude of industries to offer Internet-based products,
services and technologies. 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.

     A failure to maintain effective Internet privacy controls could affect our
business. Privacy concerns relating to Internet use have become more pronounced
and problematic for all industries. Although we intend to take all the necessary
steps to protect the Internet privacy of our customers, we cannot assure you
that we will be successful. Our inability to protect the privacy of our
customers who communicate with us through the Internet 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 effectively integrate and
manage businesses we have acquired. We have acquired a number of businesses in
the transportation and same-day delivery industries. Integrating acquired
businesses involves centralizing record keeping, operating communications and
administrative functions, and eliminating the duplication of other functions of
acquired businesses with a view to maintaining a cohesive, efficient enterprise.
Delays, complications and unanticipated expenses associated with implementing
and operating integrated systems, as well as other operational and financial
problems associated with integrating acquired businesses, could have a material
adverse effect on our business, financial condition and results of operations.
Also, we may not be able to successfully manage or achieve anticipated cost
savings from the combination of the companies we have acquired. If we are unable
to successfully integrate acquisitions, we can expect that this will have a
material adverse effect on our business, financial condition and results of
operations.

     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.

                                       B-3

<PAGE>

     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 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;

     .    labor shortages and disputes; and

     .    the development and increased usage of communication media which serve
          as alternatives to point-to-point delivery services, including
          facsimile machines and e-mail.

     We operate in a very competitive workforce environment. We depend upon our
ability to engage and retain, as employees or through independent contractor or
other arrangements, qualified driver and delivery personnel who possess the
skills and experience necessary to meet the needs of our operations. We compete
in markets in which unemployment is relatively low and competition for couriers
and other employees is intense. We must continually evaluate, train and upgrade
our pool of available drivers to keep pace with the increasing demands for
delivery services. We cannot assure you that qualified driver employees or
contractors will continue to be available in sufficient numbers and on terms
acceptable to us. Our inability to attract and retain qualified drivers would
have a material adverse impact on our business, financial condition and results
of operations. Further, increases in benefit plans required to retain qualified
employees and independent contractors and/or unionization of our driver
workforce would potentially raise our operating costs and have a material
adverse impact on our business, financial condition and results of operations.

     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. Additionally, some of our operations may
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

                                       B-4

<PAGE>

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 may be unable to develop new services. We believe our long-term success
depends in part on our ability to enhance our existing services, develop new
services and address the increasingly sophisticated needs of our customers. Our
failure to enhance our services on a timely and cost-effective basis in response
to customer needs and changing technologies, 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.

     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. Nasdaq provided us time to
regain compliance and after a hearing, Nasdaq issued a statement on December 17,
2001 that we were in compliance with the long term listing 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. Trading,
if any, in our shares would thereafter be conducted in the over-the-counter
market on the OTC Bulletin Board established for securities that do not meet the
Nasdaq SmallCap Market listing requirements or in what are commonly referred to
as the "pink sheets." As a result, investors may find it more difficult to
dispose of or to obtain accurate quotations as to the price of our common stock.

     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

                                       B-5

<PAGE>

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.

     Our future success will depend upon the continued development and
maintenance of the Internet and related infrastructure. We depend heavily on the
proper functioning and continued development of the Internet and related
technologies to operate our businesses. An Internet infrastructure with the
necessary speed, data capacity and security, and timely development of
complementary products such as high speed modems is crucial to our ability to
maintain a high volume of inbound and outbound calls and to process transactions
accurately and on a timely basis. Any interruption of our ability to receive and
send calls or to process transactions on an accurate and timely basis could
result in the loss of customers and diminish our reputation.

     The Internet has experienced, and is expected to continue to experience,
significant growth in the number of users and amount of traffic. To the extent
that the Internet continues to experience increased numbers of users, frequency
of use or increased bandwidth requirements of users, there can be no assurance
that the Internet infrastructure will continue to be able to support the demands
placed on it by this continued growth or that the performance or reliability of
the Internet will not be adversely affected. Furthermore, Internet service
providers have experienced a variety of outages and other delays as a result of
damage to portions of the infrastructure, and could face such outages and delays
in the future. These outages and delays could adversely affect the level of
Internet usage and also the level of traffic and the processing of orders. In
addition, the Internet could lose viability due to delays in the development or
adoption of new standards and protocols to handle increased levels of activity.
Finally, companies that control access to transactions through network access or
Internet browsers could promote our competitors or charge us substantial fees
for inclusion. Any and all of these events could have a material adverse effect
on our business, financial condition and results of operations.

     We face various risks associated with developing our Internet technologies.
We are currently in various stages of development of Internet-based technologies
to be utilized by our customers. Developing and rolling out these technologies
will take time and require capital for research and development, testing,
marketing and operations to launch. There can be no assurance that these
Internet technologies will be developed or implemented.

     Our e-commerce business is emerging and dependent upon consumer trends. We
intend to derive a portion of our revenues from relationships with customers
engaged in Internet activities and e-commerce and fees from strategic alliances.
This source of revenue will depend to a large extent upon continued demand for
the types of goods and services that our customers and partners offer via the
Internet. A decline in the popularity of, or demand for, products or other
services sold through the customer's Internet site could reduce the overall
volume of transactions, resulting in reduced revenues to us. In addition,
consumer "fads" may temporarily inflate the volume of products and services
offered through the Internet sites of our customers, placing a significant
strain upon the capacity of our technologies or the customers' Internet sites.
Any decline in the demand for the goods and services offered through the
Internet sites of our customers as a result of changes in consumer trends could
have a material adverse effect on our business, results of operations and
financial condition.

     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

                                       B-6

<PAGE>

of these occurrences could have a material adverse effect on our business,
financial condition and results of operations.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This agreement and the documents we incorporate by reference contain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements are those statements that are not based upon
historical fact, which can be identified by the use of terminology such as
"may," "will," "should," "expects," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential," or "continue" or the negative of such
terms or other comparable terminology. These statements are based on current
beliefs of our management as well as assumptions made by, and information
currently available to, our management. Such statements are subject to known and
unknown risks and uncertainties, and other factors, that may cause our actual
results to be materially different from those expressed or implied by such
forward-looking statements. Some of the factors that could cause or contribute
to such differences include those discussed in this prospectus under the caption
"Risk Factors."

                                       B-7

<PAGE>

                                   APPENDIX C

            Third Amended and Restated Registration Rights Agreement

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

          REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
April ___, 2002, among Velocity Express Corporation, a Delaware corporation (the
"Company) and the persons executing a Series G Purchaser Signature Page attached
hereto (each a "Series G Purchaser"). Capitalized terms used herein but not
otherwise defined have the meaning set forth in Section 1 hereof.

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

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

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

     8.   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.

          "Registrable Securities" means, the Series G Registrable Securities.

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

     9.   Demand Registrations.
          --------------------

          (a)  Requests for Registration. Subject to the limitations and lock-up
               period set forth in the Series G Stock purchase Agreement, the
               holders of a majority of the Series G 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)


                                       C-1

<PAGE>

          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. The holders of the Series G 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 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,

                                       C-2

<PAGE>

          which investment banker(s) and manager(s) shall be nationally
          recognized, shall be made by the Company.

10.  Piggyback Registrations.

     (a)  Right to Piggyback. Subject to the lock-up period set forth in the
          Series G 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)  Piggyback Expenses. The Registration Expenses of the holders of
          Registrable Securities will be paid by the Company in all Piggyback
          Registrations.

     (c)  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.

     (d)  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.

     (e)  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.

                                       C-3

<PAGE>

11.  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)-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.

12.  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;

                                       C-4

<PAGE>

     (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 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

                                       C-5

<PAGE>

          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.

13.  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.

                                       C-6

<PAGE>

14.  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:

     A.   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;

     B.   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.   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

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          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 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

                                       C-8

<PAGE>

          indemnifying party shall not have reimbursed such indemnified party in
          accordance with such request prior to the date of such settlement.

     (e)  Contribution.

     A.   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.

     B.   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.

     C.   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.

15.  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
     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

                                       C-9

<PAGE>

                    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.

               16.  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 G Purchasers:

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

                                      C-10

<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-11

<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:______________________________________
                                      Name: Jeffry Parell
                                      Title: Chief Executive Officer

<PAGE>

                                        SERIES G PURCHASERS SIGNATURE PAGE

                                        By_____________________________________

                                        Name:

                                        Address for Notices: