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                                                                   Exhibit 10.37

                              EMPLOYMENT AGREEMENT

                This EMPLOYMENT AGREEMENT (the "Agreement") is made between
Velocity Express, Inc. (together with its parents, subsidiaries and affiliates,
collectively referred to throughout this Agreement as "the Company") and Drew
Kronick ("Employee").

                In exchange for the Company's agreement to hire Employee
effective November 28, 2001, and to provide access to the Company's Trade
Secrets and Confidential Information, and the compensation and severance package
set forth below, Employee's agrees as follows:

1.      Compensation and Benefits The Company agrees to place Employee in the
        position of Senior Vice President, Sales and Marketing, reporting
        directly to the Chief Executive Officer, and to pay Employee a gross
        salary rate, which if annualized, equals $180,000, payable on equal
        installments on a biweekly basis. Employee's principal place of
        operations shall be located in Teterboro, New Jersey, subject to
        necessary business relocations within the close proximity of this office
        and subject to the provisions set forth in Paragraph 2. Employee shall
        be eligible to participate in the Management Incentive Plan, which
        provides potential incentive pay equal to 35% of Employee's annual
        salary rate, with an additional bonus potential based on the Company's
        profitability. Employee shall be eligible for all Company benefits,
        including health, disability, and dental insurance, 40IK, life
        insurance, and paid time off (which shall include three weeks' paid
        vacation). Employee also shall be eligible for 35,000 US&T stock
        options, with an additional 15,000 US&T stock options as a sign on bonus
        upon inception of employment. These option grants and the strike price
        for these options shall be subject to Board approval. Employee's
        eligibility, date of enrollment and costs for participation in such
        benefits shall be governed by the Company's policies. During the period
        before Employee's first enrollment opportunity, the Company agrees to
        reimburse Employee for the costs of continuing health and dental
        insurance with Employee's previous employer under COBRA. Employee shall
        be eligible to obtain vehicle business use reimbursement under the
        Company's Runnzheimer program, subject to Employee meeting the program's
        requirements.

2.      Severance

        As additional consideration for Employee's covenants herein, including
        the restrictive covenants set forth in Paragraphs 3 - 8, in the event
        that Employee's employment is terminated by the Company without Cause or
        by the Employee for Good Reason, as defined below, and upon such
        termination, Employee executes a Release in the standard separation and
        release form used by the Company with general reductions in force, the
        Company will pay Employee an amount equal to 52 weeks' wages, minus
        applicable withholdings, payable in equal installments on a biweekly
        basis in accordance with the Company's normal payroll practices (the
        "Severance Fund"). The amount of the Severance Fund shall be based
        solely on Employee's base salary rate at the tune of termination, and
        shall not include any additional amounts based on other benefits or
        earnings. If Employee resigns without Good

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        Reason or his employment is terminated for Cause as defined below,
        Employee will not be entitled to payment of any severance amount. For
        purposes of this Paragraph 1, the term "Cause" shall mean: (a)
        Employee's death; (b) Employee's becoming "Totally Disabled" (Employee
        shall be "Totally Disabled" as of the date he becomes entitled to
        receive disability benefits under the Company's long term disability
        plan); (c) Employee's conviction or admission of a felony or of any
        criminal act involving theft, dishonesty or physical violence; (d)
        Employee's commission of fraud or embezzlement; (e) Employee's gross
        misconduct or gross negligence in connection with the business of the
        Company; or (f) breach of any of the covenants set forth in this
        Agreement. Employee will be considered to have been terminated for
        "Cause" if, at any tune prior to a payment date for any portion of the
        Severance Fund, the Company reasonably determines in good faith that
        Employee engaged in an act constituting "Cause" while employed with the
        Company, regardless of whether Employee's employment was voluntarily or
        involuntarily terminated, and regardless of whether Employee's
        termination initially was considered to have been without Cause." For
        Purposes of this Agreement, "Good Reason" shall mean: (a) any reduction
        of Employee's base salary rate without Employee's written consent; or
        (b) any required relocation (to which Employee objects in writing prior
        to relocation) of a distance greater than 50 miles from the place of
        Employee's residence as of the date of the execution of this Agreement.
        "Good Reason" does not include "Cause" as defined above, reassignments
        or temporary or new or specific tasks involving the same or greater
        level of base salary rate, authority and responsibility as the position
        held by Employee at the time this Agreement was signed. Nothing
        contained in this Paragraph 1 shall be deemed to limit the Company's or
        Employee's rights to terminate the employment relationship at-will
        subject to this severance provision and Employee's restrictive
        covenants.

3.      Confidential Information

        (a) Employee and the Company agree that during the course of employment
        by the Company, Employee has and will come into contact with and have
        access to various technical and nontechnical Trade Secrets and
        Confidential Information, which are the property of the Company. This
        information relates both to the Company and any persons, firms,
        corporations or other entities that are or become customers, or are
        prospective customers, of the Company. Such Trade Secrets and
        Confidential Information include, but are not limited to, information
        with respect to costs, commissions, fees, profits, margins, sales,
        markets, products, mailing lists, strategies and plans for future
        business, new business development, and other development; methods,
        procedures, devices, data processing programs, computer models, research
        projects, routes, contractors, drivers and other means used by the
        Company in the conduct of its business; the identity of the Company's
        customers, their names and addresses, the names of representatives of
        such the Company's customers responsible for entering into contracts
        with the Company, the rates charged to and the amounts paid by such
        customers to the Company, specific customer needs and requirements, and
        leads and referrals to prospective customers; and the identities of the
        employees and independent contractors of the Company, salaries, wages,
        rates, bonuses, benefits, qualifications and abilities. Such information
        excludes that information already known to Employee prior to employment

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        with the Company, that information generally known or available to the
        general public, or that which becomes part of the public domain without
        Employee's involvement.

        (b) Employee specifically acknowledges and agrees that the Company is
        engaged in a highly competitive business and that its competitive
        position depends upon its ability to maintain the confidentiality of the
        Trade Secrets and Confidential Information, which were developed,
        compiled and acquired by the Company over a considerable period of time
        and at great effort and expense. Employee further acknowledges and
        agrees that any disclosure, divulging, revelation or use of any of the
        aforesaid Trade Secrets and Confidential Information by Employee, other
        than in connection with the Company's business or as specifically
        authorized by the Company, will be highly detrimental to the Company,
        and that serious loss of business and pecuniary damage may result
        therefrom.

        (c) Accordingly, Employee specifically covenants and agrees to hold all
        such Trade Secrets and Confidential Information and any data or
        documents containing or reflecting the same in the strictest confidence,
        and that both during employment and at any time after Employee's
        employment with the Company, Employee will not, without the prior
        written consent of the President of the Company, disclose, divulge or
        reveal to any person whomsoever, or use for any purpose other than for
        the exclusive benefit of the Company, any Trade Secrets or Confidential
        Information whatsoever, whether contained in Employee's memory or
        embodied in writing or other physical form.

        (d) Employee further covenants and agrees to deliver to the Company,
        immediately upon cessation of employment or at any time the Company so
        requests, (i) any and all documents, files, notes, memoranda, manuals,
        blanks, forms, databases and/or other computer programs reflecting any
        Trade Secrets or Confidential Information whatsoever, or otherwise
        relating to the Company's business; (ii) lists of the Company's
        customers or leads or referrals thereto; and (iii) any computer
        equipment, home office equipment, automobile or other business equipment
        which is owned, leased, or rented by or in the name of the Company which
        Employee may then possess or have under his control.

4.      Non-Solicitation of Customers

        (a) Employee acknowledges and agrees that solely by reason of employment
        by the Company, Employee has and will continue to come into contact with
        some, most or all of the Company's customers, and learn or have access
        to Trade Secrets and Confidential Information regarding the Company's
        customers as set forth in paragraph 3 of this Agreement. Employee
        further acknowledges and agrees that loss of the Company's customers
        and/or its employees may cause the Company great and irreparable harm.

        (b) Consequently, Employee covenants and agrees that in the event of
        termination of employment by the Company, whether such termination is
        voluntary or involuntary, Employee will not, for the 52 weeks following
        termination, directly or indirectly, solicit or seek to do messenger,
        courier, transportation, logistics or delivery services of the type

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        conducted by the Company with any Company customer and/or its officers,
        directors, or its employees with which or whom Employee had any contact
        during his employment by the Company, without the express written
        consent of the President of the Company. This restriction does not
        restrict Employee from providing services to a customer of the Company
        in a geographic area or for a service type not serviced by the Company
        at any time within the six months preceding Employee's termination.

5.      Non-Competition

        (a) Employee acknowledges and agrees that the Company is engaged in a
        highly competitive business and that by virtue of Employee's position
        and responsibilities with the Company and Employee's access to the
        Confidential Information, engaging in any business that is directly or
        indirectly competitive with the Company will cause it great and
        irreparable harm.

        Consequently, Employee covenants and agrees that so long as Employee is
        employed by the Company and for a period of 52 weeks after such
        employment is terminated, whether voluntarily or involuntarily, by
        wrongful discharge or otherwise, Employee will not, without the express
        written consent of the President of the Company, directly or indirectly
        enter into or engage in messenger, courier, transportation, logistics or
        delivery services of the type conducted by the Company (whether as an
        individual for his own account, partner, joint venturer, agent,
        consultant, employee, officer, director or shareholder of any
        corporation, or otherwise), in any area over which Employee held
        responsibility within the last three years of employment or about which
        Employee had access to the Company's Confidential Information at any
        time during Employee's employment. In the event Employee resigns for
        reasons other than Good Reason, the restrictions in this Paragraph 5
        shall not apply, but all other reasons set forth in Paragraphs 3,4,6,7,
        and remain in full force and effect

6.      Non-Solicitation of Employees

        Employee agrees that he will not, during the term of employment with the
        Company and for an additional period of 6 months thereafter (the
        "Restricted Period"), either voluntarily or involuntarily, for any
        reason whatsoever, directly or indirectly, individually or on behalf of
        others, aid or endeavor to solicit or induce any other employee,
        employees, consultant and/or consultants of the Company to leave their
        employment or service of the Company in order to accept employment of
        any land with any other person, firm, partnership, or corporation with
        which Employee is or may become associated. In the event Employee
        receives 52 weeks' severance due to a Change in Control termination,
        Employee covenants and agrees that the Restricted Period shall be for
        the 12 months following termination.

7.      Conflict of Interest

        During his term of employment with the Company, Employee may not use his
        position, influence, and knowledge of confidential information or
        Company assets for personal gain.

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        Any material direct or indirect financial interest, including joint
        ventures in or with a supplier, vendor, customer or prospective customer
        of the Company without disclosure and written approval from the
        President of the Company, is strictly prohibited and constitutes cause
        for dismissal.

8.      Secret Information Belonging To Others

        Employee represents that Employee's employment with the Company does not
        and will not breach any agreements with or duties to a former employer
        or any other third party to keep secret confidential information
        belonging to others or to assign inventions to them. Employee will not
        disclose to the Company or use in its behalf any confidential
        information belonging to others. Employee agrees that in the event any
        former Employer takes any action against Employee or the Company,
        whether for an injunction or damages, Employee shall be solely
        responsible for defending any such claims and that the Company will not
        indemnify or hold Employee harmless for any liability or damage awards.
        To the extent Employee is enjoined from performing on behalf of the
        Company, the Company shall not pay Employee for the duration of any such
        injunction.

9.      Enforcement

        Employee acknowledges and agrees that compliance with the covenants set
        forth in this Agreement is necessary to protect the business and
        goodwill of the Company and that any breach of paragraphs 3 through 8 or
        any subparagraph thereof will result in irreparable and continuing harm
        to the Company, for which money damages may not provide adequate relief.
        Accordingly, in the event of any breach of paragraphs 3 through 8 by
        Employee, the Company and Employee agree that the Company shall be
        entitled to the following particular forms of relief as a result of such
        breach, in addition to any remedies otherwise available to it at law or
        equity: (a) injunctions, both preliminary and permanent, enjoining or
        restraining such breach, and Employee hereby consents to the issuance
        thereof forthwith and without bond by any court of competent
        jurisdiction; (b) forfeiture of any Severance Fund amounts paid or to be
        paid to Employee; (c) any other damage amounts that were caused by such
        breach; and (d) recovery of all reasonable sums and costs, including
        attorneys' fees, incurred by the Company to enforce the provisions of
        paragraphs 3 through 8. The Company acknowledges and agrees that
        compliance with the covenants set forth in this Agreement is necessary
        to protect the economic well being of Employee and that any wrongful
        failure to pay any owed severance pay under the terms of Paragraph 2
        will result in irreparable harm during the period during which such
        failure continues. Accordingly, if the Company is in default on any
        installation of the Severance Fund following written notice by Employee
        of such default and a 20 day opportunity to cure, if Employee must then
        enforce compliance with Paragraph 2 by way of injunctive or other legal
        action, if Employee prevails, Employee will be entitled to receive any
        outstanding amount of the Severance Fund in a lump sum, and to recover
        Employee's attorneys' fees incurred in enforcing Employee's entitlement
        to severance, and to be released from any restrictive covenants
        remaining in force at the time of such determination, with the exception
        that Employee shall not be released from

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        his duty to maintain and refrain from using or disclosing the
        confidentiality of the Company's Trade Secrets and Confidential
        Information. Employee shall not be entitled to a lump sum payment of
        severance, attorneys' fees or a release from any restrictive covenants
        if Employee is found to be in breach of his obligations under this
        Agreement, and the Company waives no rights to seek enforcement of its
        rights herein.

10.     Employment At Will

        This Agreement is not an employment agreement for any specific term.
        Employee acknowledges and agrees that employment with the Company is not
        for any specific period of time and he has the right to resign from such
        employment at any time he desires, subject to the restrictive covenants
        set forth herein and that likewise, the Company has the right to
        terminate the employment relationship at any time it desires to do so,
        with or without cause and with or without notice, subject only to the
        severance provisions set forth in Paragraph 2 and the restrictive
        covenants set forth in Paragraphs 3 through 8.

11.     Modification

        No modification of this Agreement shall be valid unless made in writing,
        wherein specific reference is made to this Agreement, and signed by both
        parties hereto.

12.     Binding Effect

        This Agreement shall be binding upon Employee, Employee's heirs,
        executors, assigns, and administrators and the Company and its
        successors and assigns, including any subsequent purchasing or merging
        entity.

13.     Confidentiality of Agreement; Non-Disparagement

        In further consideration of the covenants, agreements, payments and
        other acts or things agreed to be done herein, Employee hereby agrees
        not to disclose, divulge or discuss, nor cause anyone in privity with
        him to disclose, divulge or discuss, either directly or indirectly, the
        terms of this Agreement unless such disclosure is required by law. The
        parties further agree that they shall not engage in any pattern of
        conduct that involves the making or publishing of written or oral
        statements or remarks (including, without limitation, the repetition or
        distribution of derogatory rumors, allegations, negative reports or
        comments) which are disparaging, deleterious or damaging to the
        integrity, reputation or goodwill of the other party. However, nothing
        shall prevent either party from making factual statements regarding the
        other party in any litigation or governmental investigation.

14.     Entire Agreement

        This Agreement constitutes the entire agreement between the parties with
        respect to the subject matter of the Agreement, superseding all prior or
        contemporaneous agreements and understandings (whether oral or written)
        between the parties with respect to the subject matter of the Agreement,
        including any Employment Agreement entered by the parties.

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15.     Construction

        The headings of the paragraphs of this Agreement are inserted for
        convenience only, and do not constitute part of and shall not be used to
        interpret this Agreement. The language in all parts of this Agreement
        shall be in all cases construed according to its fair meaning and not
        strictly for or against the Company or Employee.

16.     Severability

        If any term or provision of this Agreement or any portion thereof is
        declared illegal or unenforceable by any court of competent
        jurisdiction, such provision or portion thereof shall be deemed modified
        so as to render it enforceable, and to the extent such provision or
        portion thereof cannot be rendered enforceable, this Agreement shall be
        considered divisible as to such provision which shall become null and
        void, leaving the remainder of this Agreement in full force and effect.

17.     Non-Waiver

        The failure of either the Company or Employee, whether purposeful or
        otherwise, to exercise in any instance any right, power, or privilege
        under this Agreement or under law shall not constitute a waiver of any
        other right, power, or privilege, nor of the same right, power, or
        privilege in any other instance. Any waiver by the Company or by
        Employee must be in writing and signed by either Employee, if Employee
        is seeking to waive any of his rights under this Agreement, or by an
        officer of the Company (other than Employee) or some other person duly
        authorized by the Company.

AGREED TO BY:
Dated: ____________________________          By:  Employee

                                                  /s/ Andrew B. Kronick
                                                  ------------------------------

                                             VELOCITY EXPRESS, INC.

Dated: ____________________________          By:  ______________________________

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