<SUBMISSION>
<ACCESSION-NUMBER>0000950123-03-011606
<TYPE>SC 13D/A
<PUBLIC-DOCUMENT-COUNT>5
<FILING-DATE>20031022
<GROUP-MEMBERS>BLUE STAR I LLC
<GROUP-MEMBERS>TH LEE GLOBAL INTERNET MANAGERS LP
<GROUP-MEMBERS>TH LEE PUTNAM FUND ADVISORS LLC
<GROUP-MEMBERS>TH LEE PUTNAM FUND ADVISORS LP
<GROUP-MEMBERS>TH LEE PUTNAM PARALLEL VENTURES LP
<GROUP-MEMBERS>TH LEE PUTNAM VENTURES LP
<GROUP-MEMBERS>THLI CO INVESTMENT PARTNERS LLC
<GROUP-MEMBERS>THOMAS H LEE
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>TH LEE GLOBAL INTERNET ADVISORS LLC
<CIK>0001182532
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
</FILING-VALUES>
<MAIL-ADDRESS>
<STREET1>200 MADISON AVE
<STREET2>STE 1900
<CITY>NEW YORK
<STATE>NY
<ZIP>10016
</MAIL-ADDRESS>
</FILED-BY>
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>VELOCITY EXPRESS CORP
<CIK>0001002902
<ASSIGNED-SIC>4513
<IRS-NUMBER>870355929
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0629
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
<ACT>34
<FILE-NUMBER>005-46377
<FILM-NUMBER>03951860
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>7803 GLENROY ROAD
<STREET2>FOUR PARAMOUNT PLAZA STE 200
<CITY>MINNEAPOLIS
<STATE>MN
<ZIP>55439
<PHONE>612-492-2400
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>7803 GLENROY ROAD
<STREET2>SUITE 200
<CITY>MINNEAPOLIS
<STATE>MN
<ZIP>55439
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>UNITED SHIPPING & TECHNOLOGY INC
<DATE-CHANGED>19990512
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>U SHIP INC
<DATE-CHANGED>19960313
</FORMER-COMPANY>
</SUBJECT-COMPANY>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>y90905sc13dza.txt
<DESCRIPTION>AMENDMENT NO.3 TO SCHEDULE 13D
<TEXT>
<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 3)

                          VELOCITY EXPRESS CORPORATION
--------------------------------------------------------------------------------
                                (Name of Issuer)

                     COMMON STOCK, PAR VALUE $.004 PER SHARE
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   922-57T-202
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                              WESLEY C. FREDENBURG
                                    Secretary
                              Four Paramount Plaza
                          7803 Glenroy Road, Suite 200
                          Bloomington, Minnesota 55439
                                 (612) 492-2400
--------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                    COPY TO:
                                    EUNU CHUN
                              Kirkland & Ellis LLP
                              153 East 53(rd) Street
                          New York, New York 10022-4675
                                 (212) 446-4800

                                OCTOBER 20, 2003
--------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).


                               Page 1 of 20 Pages
<PAGE>
----------------------                                       -------------------
CUSIP No. 922-57T-202                  13D                   Page 2 of 20 Pages
----------------------                                       -------------------

--------------------------------------------------------------------------------
1  NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
   (ENTITIES ONLY)
   TH Lee Putnam Ventures, L.P.
--------------------------------------------------------------------------------
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                          (a)[X]
                                                                          (b)[ ]
--------------------------------------------------------------------------------
3  SEC USE ONLY

--------------------------------------------------------------------------------
4  SOURCE OF FUNDS*
   WC
--------------------------------------------------------------------------------
5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
   ITEMS 2(D) OR 2(E)                                                        [ ]
--------------------------------------------------------------------------------
6  CITIZENSHIP OR PLACE OF ORGANIZATION
   Delaware
--------------------------------------------------------------------------------
                                 7   SOLE VOTING POWER
        NUMBER OF
          SHARES                 -----------------------------------------------
       BENEFICIALLY              8   SHARED VOTING POWER
         OWNED BY                    11,895,207 (See Item 5)
          EACH                   -----------------------------------------------
        REPORTING                9   SOLE DISPOSITIVE POWER
          PERSON
           WITH                  -----------------------------------------------
                                 10  SHARED DISPOSITIVE POWER
                                     11,895,207 (See Item 5)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   11,895,207 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                             [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   68.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
   PN
--------------------------------------------------------------------------------


*SEE INSTRUCTIONS.
<PAGE>
----------------------                                       -------------------
CUSIP No. 922-57T-202                  13D                   Page 3 of 20 Pages
----------------------                                       -------------------

--------------------------------------------------------------------------------
1  NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
   (ENTITIES ONLY)
   TH Lee Putnam Parallel Ventures, L.P.
--------------------------------------------------------------------------------
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                          (a)[X]
                                                                          (b)[ ]
--------------------------------------------------------------------------------
3  SEC USE ONLY

--------------------------------------------------------------------------------
4  SOURCE OF FUNDS*
   WC
--------------------------------------------------------------------------------
5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
   ITEMS 2(D) OR 2(E)                                                        [ ]
--------------------------------------------------------------------------------
6  CITIZENSHIP OR PLACE OF ORGANIZATION
   Delaware
--------------------------------------------------------------------------------
                                 7   SOLE VOTING POWER
        NUMBER OF
          SHARES                 -----------------------------------------------
       BENEFICIALLY              8   SHARED VOTING POWER
         OWNED BY                    8,722,710 (See Item 5)
          EACH                   -----------------------------------------------
        REPORTING                9   SOLE DISPOSITIVE POWER
          PERSON
           WITH                  -----------------------------------------------
                                 10  SHARED DISPOSITIVE POWER
                                     8,722,710 (See Item 5)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   8,722,710 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                             [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    61.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
   PN
--------------------------------------------------------------------------------


*SEE INSTRUCTIONS.
<PAGE>
----------------------                                       -------------------
CUSIP No. 922-57T-202                  13D                   Page 4 of 20 Pages
----------------------                                       -------------------

--------------------------------------------------------------------------------
1  NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
   (ENTITIES ONLY)
   TH Lee Putnam Fund Advisors, L.P.
-----------------------------------------------------------------------------
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                          (a)[X]
                                                                          (b)[ ]
--------------------------------------------------------------------------------
3  SEC USE ONLY

--------------------------------------------------------------------------------
4  SOURCE OF FUNDS*
   OO
--------------------------------------------------------------------------------
5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
   ITEMS 2(D) OR 2(E)                                                        [ ]
--------------------------------------------------------------------------------
6  CITIZENSHIP OR PLACE OF ORGANIZATION
   Delaware
--------------------------------------------------------------------------------
                                 7   SOLE VOTING POWER
        NUMBER OF
          SHARES                 -----------------------------------------------
       BENEFICIALLY              8   SHARED VOTING POWER
         OWNED BY                    21,562,918 (See Item 5)
          EACH                   -----------------------------------------------
        REPORTING                9   SOLE DISPOSITIVE POWER
          PERSON
           WITH                  -----------------------------------------------
                                 10  SHARED DISPOSITIVE POWER
                                     21,562,918 (See Item 5)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   21,562,918 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                             [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   79.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
   PN
--------------------------------------------------------------------------------


*SEE INSTRUCTIONS.
<PAGE>
----------------------                                       -------------------
CUSIP No. 922-57T-202                  13D                   Page 5 of 20 Pages
----------------------                                       -------------------

--------------------------------------------------------------------------------
1  NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
   (ENTITIES ONLY)
   TH Lee Putnam Fund Advisors, LLC
--------------------------------------------------------------------------------
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                          (a)[X]
                                                                          (b)[ ]
--------------------------------------------------------------------------------
3  SEC USE ONLY

--------------------------------------------------------------------------------
4  SOURCE OF FUNDS*
   OO
--------------------------------------------------------------------------------
5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
   ITEMS 2(D) OR 2(E)                                                        [ ]
--------------------------------------------------------------------------------
6  CITIZENSHIP OR PLACE OF ORGANIZATION
   Delaware
--------------------------------------------------------------------------------
                                 7   SOLE VOTING POWER
        NUMBER OF
          SHARES                 -----------------------------------------------
       BENEFICIALLY              8   SHARED VOTING POWER
         OWNED BY                    21,562,918 (See Item 5)
          EACH                   -----------------------------------------------
        REPORTING                9   SOLE DISPOSITIVE POWER
          PERSON
           WITH                  -----------------------------------------------
                                 10  SHARED DISPOSITIVE POWER
                                     21,562,918 (See Item 5)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   21,562,918 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                             [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   79.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
   OO
--------------------------------------------------------------------------------


*SEE INSTRUCTIONS.
<PAGE>
----------------------                                       -------------------
CUSIP No. 922-57T-202                  13D                   Page 6 of 20 Pages
----------------------                                       -------------------

--------------------------------------------------------------------------------
1  NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
   (ENTITIES ONLY)
   TH Lee Global Internet Managers, L.P.
--------------------------------------------------------------------------------
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                          (a)[X]
                                                                          (b)[ ]
--------------------------------------------------------------------------------
3  SEC USE ONLY

--------------------------------------------------------------------------------
4  SOURCE OF FUNDS*
   OO
--------------------------------------------------------------------------------
5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
   ITEMS 2(D) OR 2(E)                                                        [ ]
--------------------------------------------------------------------------------
6  CITIZENSHIP OR PLACE OF ORGANIZATION
   Delaware
--------------------------------------------------------------------------------
                                 7   SOLE VOTING POWER
        NUMBER OF
          SHARES                 -----------------------------------------------
       BENEFICIALLY              8   SHARED VOTING POWER
         OWNED BY                    21,562,918 (See Item 5)
          EACH                   -----------------------------------------------
        REPORTING                9   SOLE DISPOSITIVE POWER
          PERSON
           WITH                  -----------------------------------------------
                                 10  SHARED DISPOSITIVE POWER
                                     21,562,918 (See Item 5)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   21,562,918 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                             [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   79.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
   PN
--------------------------------------------------------------------------------


*SEE INSTRUCTIONS.
<PAGE>
----------------------                                       -------------------
CUSIP No. 922-57T-202                  13D                   Page 7 of 20 Pages
----------------------                                       -------------------

--------------------------------------------------------------------------------
1  NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
   (ENTITIES ONLY)
   TH Lee Global Internet Advisors, LLC
--------------------------------------------------------------------------------
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                          (a)[X]
                                                                          (b)[ ]
--------------------------------------------------------------------------------
3  SEC USE ONLY

--------------------------------------------------------------------------------
4  SOURCE OF FUNDS*
   OO
--------------------------------------------------------------------------------
5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
   ITEMS 2(D) OR 2(E)                                                        [ ]
--------------------------------------------------------------------------------
6  CITIZENSHIP OR PLACE OF ORGANIZATION
   Delaware
--------------------------------------------------------------------------------
                                 7   SOLE VOTING POWER
        NUMBER OF
          SHARES                 -----------------------------------------------
       BENEFICIALLY              8   SHARED VOTING POWER
         OWNED BY                    21,562,918 (See Item 5)
          EACH                   -----------------------------------------------
        REPORTING                9   SOLE DISPOSITIVE POWER
          PERSON
           WITH                  -----------------------------------------------
                                 10  SHARED DISPOSITIVE POWER
                                     21,562,918 (See Item 5)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   21,562,918 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                             [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   79.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
   OO
--------------------------------------------------------------------------------


*SEE INSTRUCTIONS.
<PAGE>
----------------------                                       -------------------
CUSIP No. 922-57T-202                  13D                   Page 8 of 20 Pages
----------------------                                       -------------------

--------------------------------------------------------------------------------
1  NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
   (ENTITIES ONLY)
   THLi Co Investment Partners, LLC
--------------------------------------------------------------------------------
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                          (a)[X]
                                                                          (b)[ ]
--------------------------------------------------------------------------------
3  SEC USE ONLY

--------------------------------------------------------------------------------
4  SOURCE OF FUNDS*
   OO
--------------------------------------------------------------------------------
5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
   ITEMS 2(D) OR 2(E)                                                        [ ]
--------------------------------------------------------------------------------
6  CITIZENSHIP OR PLACE OF ORGANIZATION
   Delaware
--------------------------------------------------------------------------------
                                 7   SOLE VOTING POWER
        NUMBER OF
          SHARES                 -----------------------------------------------
       BENEFICIALLY              8   SHARED VOTING POWER
         OWNED BY                    681,820 (See Item 5)
          EACH                   -----------------------------------------------
        REPORTING                9   SOLE DISPOSITIVE POWER
          PERSON
           WITH                  -----------------------------------------------
                                 10  SHARED DISPOSITIVE POWER
                                     681,820 (See Item 5)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   681,820 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                             [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   11.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
   OO
--------------------------------------------------------------------------------


*SEE INSTRUCTIONS.
<PAGE>
----------------------                                       -------------------
CUSIP No. 922-57T-202                  13D                   Page 9 of 20 Pages
----------------------                                       -------------------

--------------------------------------------------------------------------------
1  NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
   (ENTITIES ONLY)
   Blue Star I, LLC
--------------------------------------------------------------------------------
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                          (a)[X]
                                                                          (b)[ ]
--------------------------------------------------------------------------------
3  SEC USE ONLY

--------------------------------------------------------------------------------
4  SOURCE OF FUNDS*
   OO
--------------------------------------------------------------------------------
5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
   ITEMS 2(D) OR 2(E)                                                        [ ]
--------------------------------------------------------------------------------
6  CITIZENSHIP OR PLACE OF ORGANIZATION
   Delaware
--------------------------------------------------------------------------------
                                 7   SOLE VOTING POWER
        NUMBER OF
          SHARES                 -----------------------------------------------
       BENEFICIALLY              8   SHARED VOTING POWER
         OWNED BY                    263,181 (See Item 5)
          EACH                   -----------------------------------------------
        REPORTING                9   SOLE DISPOSITIVE POWER
          PERSON
           WITH                  -----------------------------------------------
                                 10  SHARED DISPOSITIVE POWER
                                     263,181 (See Item 5)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   263,181 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                             [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   4.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
   OO
--------------------------------------------------------------------------------


*SEE INSTRUCTIONS.
<PAGE>
----------------------                                       -------------------
CUSIP No. 922-57T-202                  13D                   Page 10 of 20 Pages
----------------------                                       -------------------

--------------------------------------------------------------------------------
1  NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
   (ENTITIES ONLY)
   Thomas H. Lee
--------------------------------------------------------------------------------
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                          (a)[X]
                                                                          (b)[ ]
--------------------------------------------------------------------------------
3  SEC USE ONLY

--------------------------------------------------------------------------------
4  SOURCE OF FUNDS*
   Not Applicable
--------------------------------------------------------------------------------
5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
   ITEMS 2(D) OR 2(E)                                                        [ ]
--------------------------------------------------------------------------------
6  CITIZENSHIP OR PLACE OF ORGANIZATION
   Delaware
--------------------------------------------------------------------------------
                                 7   SOLE VOTING POWER
        NUMBER OF
          SHARES                 -----------------------------------------------
       BENEFICIALLY              8   SHARED VOTING POWER
         OWNED BY                    21,562,918 (See Item 5)
          EACH                   -----------------------------------------------
        REPORTING                9   SOLE DISPOSITIVE POWER
          PERSON
           WITH                  -----------------------------------------------
                                 10  SHARED DISPOSITIVE POWER
                                     21,562,918 (See Item 5)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   21,562,918 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                             [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   79.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
   IN
--------------------------------------------------------------------------------


*SEE INSTRUCTIONS.


<PAGE>
         ITEM 1. SECURITY AND ISSUER

         This Amendment No. 3 to Schedule 13D dated October 22, 2003 (the
"Amendment"), amends Amendment No. 2 dated October 7, 2003, Amendment No. 1 to
Schedule 13D dated November 14, 2002, and Schedule 13D dated September 4, 2002.
The class of equity security to which this Amendment relates is the common
stock, par value $.004 per share (the "Common Stock"), of Velocity Express
Corporation, a Delaware corporation (the "Issuer"). The name and address of the
principal executive offices of the Issuer are Four Paramount Plaza, 7803 Glenroy
Road, Suite 200, Bloomington, Minnesota 55439.

         ITEM 4. PURPOSE OF TRANSACTION.

         ISSUANCE OF SERIES I PREFERRED STOCK

         Item 4 is hereby amended to add the following:

         On October 20, 2003 THLPV purchased 2,000,000 shares of the Issuer's
Series I Convertible Preferred Stock, par value $.004 per share (the "Series I
Preferred Stock") for the subscription price of $1.50 per share. The rights and
preferences of the Series I Preferred Stock are set forth in the Certificate of
Designation of Preferences and Rights of Series I Convertible Preferred Stock,
(the "Certificate of Designation") attached hereto as Exhibit 7 and
incorporated by reference herein. THLPV provided consideration of $3,000,000 to
the Issuer as consideration for the full purchase price of the Series I
Preferred Stock on October 20, 2003. Upon shareholder approval of (i) an
amendment to the Issuer's Certificate of Incorporation to increase the number
of authorized shares of Common Stock to 325,000,000 and Preferred Stock to
75,000,000 and (ii) the issuance of the Series I Preferred Stock, the Series I
Preferred Stock (including any fraction of a Share), may be converted into a
number of shares of Common Stock computed by multiplying the number of Shares
to be converted by the purchase price per share (initially $1.50) and dividing
the result by the conversion price then in effect. The initial conversion price
was $0.15 per share. Assuming conversion of all of the U.S. Fund's and the
Non-U.S. Fund's Series I Preferred Stock into Common Stock, THLPV would acquire
a total of 20,000,000 shares of Common Stock. However, because the conversion
of the Series I Preferred Stock by THLPV is contingent upon shareholder
approval, pursuant to Rule 13d-3(d)(1)(i), the Reporting Persons would not be
deemed to be beneficial owner of any of the 20,000,000 shares of Common Stock
until the date of shareholder approval of the Series I Preferred Stock and the
amendment to the Issuer's Certificate of Incorporation to increase the number
of authorized Shares as discussed above. The Stock Purchase Agreement (the
"Stock Purchase Agreement") with respect to the Series I Preferred Stock for
each of the U.S. Fund, the Non-U.S. Fund, Blue Star and the Co Investor is
substantially in the form attached hereto as Exhibit 8 and incorporated by
reference herein. As of the date hereof, the 2,000,000 shares of Series I
Preferred Stock held by THLPV represent 100% of the Series I Preferred Stock
outstanding. In addition to the acquisition of 2,000,000 shares of Series I
Preferred discussed above, THLPV intends to invest subject to (i) receipt of
all governmental and third party consents or approvals that are required to be
obtained in connection with the issuance of the additional shares of Series I
Preferred, (ii) the execution of legal documentation mutually acceptable to the
Issuer and THLPV, and (iii) the unanimous approval of the board of directors of
the Issuer of the issuance of the Series I Preferred and any transactions
contemplated in connection therewith, up to $15,500,000 to purchase shares of
Series I Preferred Stock (less any amounts invested by other purchasers of
Series I Preferred Stock). The stock purchase agreements to be entered into
with respect to any such future purchases of Series I Preferred Stock,
(substantially in the form Stock Purchase Agreement attached hereto as Exhibit
7), will provide that if THLPV purchases shares of Series I Preferred Stock:
(i) on or before October 24, 2003, the purchase price will be $1.50 per share,
(ii) after October 24, 2003 but on or before October 31, 2003 the purchase
price will be $1.80 per share, (iii) after October 31, 2003 but on or before
November 14, 2003 the purchase price will be $2.20 per share and (iv) after
November 14, 2003 but on or before November 28, 2003 the purchase price will be
$3.30 per share.

         In connection with the initial issuance of the 2,000,000 Shares of
Series I Preferred Stock to THLPV discussed herein, as of the date of this
filing, THLPV has acquired additional beneficial ownership solely as a result of
an increase in the number of shares of Common Stock into which the shares of
Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock,
Series G Preferred Stock and Series H Preferred Stock are convertible upon
exercise of such series of preferred stock, which increased pursuant to
antidilution provisions in the preferred instruments governing such series of
preferred stock (or warrants to purchase such series of preferred stock) held by
THLPV.

                              Page 11 of 20 Pages


<PAGE>

         (5) AGGREGATE EFFECT ON BENEFICIAL OWNERSHIP

         Item 5 is hereby amended and restated as follows:

         As a result of the issuance of Series I Preferred Stock described in
Item 4 above, THLPV may be deemed to beneficially own 21,562,918 shares of the
Issuer's Common Stock, or 79.9% of the Issuer's Common Stock, assuming: (1) full
conversion of the shares of Series B Preferred Stock, Series C Preferred Stock,
Series D Preferred Stock, Series G Preferred Stock and Series H Preferred Stock
held by THLPV, exercise of the H Warrant and Common Call Warrant held by THLPV,
as well as the exercise of all warrants held by THLPV to purchase additional
shares of Series C Preferred Stock and Series D Preferred Stock, and subsequent
conversion of such shares into Common Stock. As a result of the issuance of the
Series I Preferred Stock issued THLPV, the number of shares of Common Stock into
which the shares of Series B Preferred Stock, Series C Preferred Stock, Series D
Preferred Stock, Series G Preferred Stock and Series H Preferred Stock are
convertible upon exercise of such series of preferred stock increased pursuant
to antidilution provisions in the preferred instruments governing such series of
preferred stock.

         The above amount includes:

         (i) 3,490,608 shares of Common Stock issuable upon conversion of Series
B Preferred Stock directly beneficially owned by the U.S. Fund, 2,575,951 shares
of Common Stock issuable upon conversion of Series B Preferred Stock directly
beneficially owned by the Non-U.S. Fund, 198,839 shares of Common Stock issuable
upon conversion of Series B Preferred Stock directly beneficially owned by the
Co Investor, and 75,523 shares of Common Stock issuable upon conversion of
Series B Preferred Stock directly beneficially owned by Blue Star;

         (ii) 1,702,164 shares of Common Stock issuable upon conversion of
Series C Preferred Stock directly beneficially owned by the U.S. Fund, 1,256,140
shares of Common Stock issuable upon conversion of Series C Preferred Stock
directly beneficially owned by the Non-U.S. Fund, 96,659 shares of Common Stock
issuable upon conversion of Series C Preferred Stock directly beneficially owned
by the Co Investor, and 37,131 shares of Common Stock issuable upon conversion
of Series C Preferred Stock directly beneficially owned by Blue Star;

         (iii) 702,555 shares of Common Stock issuable upon the exercise and
subsequent conversion to Common Stock of warrants to purchase Series C Preferred
Stock directly beneficially owned by the U.S. Fund, 518,462 shares of Common
Stock issuable upon the exercise and subsequent conversion to Common Stock of
warrants to purchase Series C Preferred Stock directly beneficially owned by the
Non-U.S. Fund, 39,894 shares of Common Stock issuable upon the exercise and
subsequent conversion to Common Stock of warrants to purchase Series C Preferred
Stock directly beneficially owned by the Co Investor, and 15,326 shares of
Common Stock issuable upon the exercise and subsequent conversion to Common
Stock of warrants to purchase Series C Preferred Stock directly beneficially
owned by Blue Star;

         (iv) 2,071,490 shares of Common Stock issuable upon conversion of
Series D Preferred Stock directly beneficially owned by the U.S. Fund, 1,528,687
shares of Common Stock issuable upon conversion of Series D Preferred Stock
directly beneficially owned by the Non-U.S. Fund, 117,401 shares of Common Stock
issuable upon conversion of Series D Preferred Stock directly beneficially owned
by the Co Investor, and 45,417 shares of Common Stock issuable upon conversion
of Series D Preferred Stock directly beneficially owned by Blue Star;

         (v) 440,814 shares of Common Stock issuable upon the exercise and
subsequent conversion to Common Stock, of warrants to purchase Series D
Preferred Stock directly beneficially owned by the U.S. Fund, 325,307 shares of
Common Stock issuable upon the exercise, and subsequent conversion to Common
Stock, of warrants to purchase Series D Preferred Stock directly beneficially
owned by the Non-U.S. Fund, 24,985 shares of Common Stock issuable upon the
exercise and subsequent conversion to Common Stock, of warrants to purchase
Series D Preferred Stock directly beneficially owned by the Co Investor, and
9,663 shares of Common Stock issuable upon the exercise and subsequent
conversion to Common Stock, of warrants to purchase Series D Preferred Stock
directly beneficially owned by Blue Star;

         (vi) 608,721 shares of Common Stock issuable upon conversion of Series
G Preferred Stock directly beneficially owned by the U.S. Fund, 450,246 shares
of Common Stock issuable upon conversion of Series G

                              Page 12 of 20 Pages
<PAGE>

Preferred Stock directly beneficially owned by the Non-U.S. Fund, 34,381 shares
of Common Stock issuable upon conversion of Series G Preferred Stock directly
beneficially owned by the Co Investor, and 14,118 shares of Common Stock
issuable upon conversion of Series G Preferred Stock directly beneficially owned
by Blue Star;

         (vii) 1,485,243 shares of Common Stock issuable upon conversion of
Series H Preferred Stock directly beneficially owned by the U.S. Fund, 1,079,429
shares of Common Stock issuable upon conversion of Series H Preferred Stock
directly beneficially owned by the Non-U.S. Fund, 88,561 shares of Common Stock
issuable upon conversion of Series H Preferred Stock directly beneficially owned
by the Co Investor, and 34,453 shares of Common Stock issuable upon conversion
of Series H Preferred Stock directly beneficially owned by Blue Star;

         (viii) 544,045 shares of Common Stock issuable upon exercise of the H
Warrant directly beneficially owned by the U.S. Fund, 395,395 shares of Common
Stock issuable upon exercise of the H Warrant directly beneficially owned by the
Non-U.S. Fund, 32,440 shares of Common Stock issuable upon exercise of the H
Warrant directly beneficially owned by the Co Investor, and 12,620 shares of
Common Stock issuable upon exercise of the H Warrant directly beneficially owned
by Blue Star;

         (ix) 816,068 shares of Common Stock issuable upon exercise of the
Common Call Warrant directly beneficially owned by the U.S. Fund, 593,093 shares
of Common Stock issuable upon exercise of the Common Call Warrant directly
beneficially owned by the Non-U.S. Fund, 48,660 shares of Common Stock issuable
upon exercise of the Common Call Warrant directly beneficially owned by the Co
Investor, and 18,930 shares of Common Stock issuable upon exercise of the Common
Call Warrant directly beneficially owned by Blue Star; and

         (ix) 13,500 shares of restricted stock issued to the U.S. Fund and
20,000 shares of Common Stock issuable upon exercise of stock options issued to
the U.S. Fund previously issued in connection with services rendered by the U.S.
Fund to the Issuer's Board of Directors.

         The above amounts do not include:

         20,000,000 shares of Common Stock issuable upon conversion of the
Series I Preferred Stock held by THLPV which may not be converted until
shareholder approval of the issuance of the Series I Preferred and the amendment
to the Certificate of Incorporation to increase in the number of authorized
shares of Common Stock and Preferred Stock as discussed in Item 4 above.

         85,528 shares issuable upon exercise of warrants to purchase Common
Stock owned by the U.S. Fund and 73,573 shares issuable upon exercise of
warrants to purchase Common Stock owned by the Non-U.S. Fund (the "Option
Warrants"). The Option Warrants become exercisable only in the event and to the
extent that 600,000 options granted under the Issuer's 2000 Stock Option Plan
set forth as Exhibit 9 to the Schedule 13D originally filed on September 4,
2002, are exercised, on a pro rata basis.

         THLPV's acquisitions of the Series I Preferred Stock discussed in this
Amendment were made for investment purposes in the ordinary course of business.
Except as set forth in the preceding paragraphs and in Item 4 above, as of the
date hereof, the Reporting Persons do not have any plan or proposal that relates
to or would result in:

         (a)      The acquisition by any person of additional securities of the
                  Issuer, or the disposition of securities of the Issuer;

         (b)      An extraordinary corporate transaction, such as a merger,
                  reorganization or liquidation, involving the Issuer or any of
                  its subsidiaries;

         (c)      A sale or transfer of a material amount of assets of the
                  Issuer or any of its subsidiaries;

         (d)      Any change in the present board of directors or management of
                  the Issuer, including any plans or proposals to change the
                  number or term of directors or to fill any existing vacancies
                  on the board;

         (e)      Any material change in the present capitalization or dividend
                  policy of the Issuer;


                               Page 13 of 20 Pages
<PAGE>

         (f)      Any other material change in the Issuer's business or
                  corporate structure;

         (g)      Changes in the Issuer's charter, bylaws or instruments
                  corresponding thereto or other actions which may impede the
                  acquisition of control of the Issuer by any person;

         (h)      Causing a class of securities of the Issuer to be delisted
                  from a national securities exchange or to cease to be
                  authorized to be quoted in an inter-dealer quotation system of
                  a registered national securities association;

         (i)      A class of equity securities of the Issuer becoming eligible
                  for termination of registration pursuant to Section 12(g)(4)
                  of the Act; or

         (j)      Any action similar to any of those enumerated above.

         Notwithstanding the foregoing, the Reporting Persons reserve the right
to effect any such actions as any of them may deem necessary or appropriate in
the future.

         The information set forth in Item 3 of this Schedule 13D is hereby
incorporated herein by reference.

         ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

         Percentages in section (a) below calculate the direct beneficial
ownership for the U.S. Fund, the Non-U.S. Fund, Co Investor and Blue Star based
on the holdings of each entity separately. The calculations for each entity
assume that none of the other entities have converted any of their holdings into
Common Stock, and as such, shares beneficially owned by other entities are
excluded from both the numerator and the denominator when calculating percentage
ownership. In addition, percentages for each class of stock are based on the
assumption that no other class or series of stock has been converted into Common
Stock. Accordingly, by virtue of the exclusion of such shares from the
denominator in calculating percentage ownership, the aggregate percentages set
forth for each entity and series of stock below may exceed 100%. Aggregated
information for direct and indirect beneficial ownership for the U.S. Fund, the
Non-U.S. fund, Co Investor and Blue Star is provided in the final paragraph of
Item 5(a) below.

         (a)      U.S. Fund (i) directly beneficially owns 1,545,111 shares of
                  Series B Preferred Stock representing 55.05% of the
                  outstanding Series B Preferred Stock and 39.07% of the Common
                  Stock of the Issuer assuming conversion of the Series B
                  Preferred Stock held by the U.S. Fund; (ii) directly
                  beneficially owns 1,100,978 shares of Series C Preferred Stock
                  representing 55.05% of the outstanding shares of Series C
                  Preferred Stock and 23.82% of the Issuer's Common Stock
                  assuming conversion of the Series C Preferred Stock held by
                  the U.S. Fund; (iii) directly beneficially owns 454,420
                  warrants to purchase shares of Series C Preferred Stock
                  representing 18.51% of outstanding Series C Preferred Stock of
                  the Issuer assuming the exercise of such warrants and 11.43%
                  of the Common Stock of the Issuer assuming the exercise of
                  such warrants and conversion of the underlying shares held by
                  the U.S. Fund; (iv) directly beneficially owns 560,144 shares
                  of Series D Preferred Stock representing 36.91% of the
                  outstanding Series D Preferred Stock of the Issuer and 27.56%
                  of the Common Stock of the Issuer assuming conversion of the
                  Series D Preferred Stock held by the U.S. Fund; (v) directly
                  beneficially owns 119,199 warrants to purchase shares of
                  Series D Preferred Stock representing 7.28% of the outstanding
                  Series D Preferred Stock of the Issuer assuming exercise of
                  such warrants and 7.49% of the Common Stock of the Issuer
                  assuming exercise of such warrants and conversion of the
                  underlying shares held by the U.S. Fund; (vi) directly
                  beneficially owns 1,832,167 shares of Series G Preferred
                  Stock, or 31.24% of the outstanding Series G Preferred Stock
                  of the Issuer and 10.06% of the Common Stock of the Issuer
                  assuming conversion of the Series G Preferred Stock held by
                  the U.S. Fund; (vii) directly beneficially owns 108,809 shares
                  of Series H Preferred Stock, or 21.76% of the outstanding
                  Series H Preferred Stock of the Issuer and 21.43% of the
                  Common Stock of the Issuer assuming conversion of the Series H
                  Preferred Stock held by the U.S. Fund; (viii) directly
                  beneficially owns an H Warrant to purchase 544,045 shares of
                  Common Stock upon exercise of such warrant, representing
                  21.76% of the H Warrants and 9.09% of the Common Stock

                               Page 14 of 20 Pages
<PAGE>

                  of the Issuer assuming exercise of such H Warrant; (ix)
                  directly beneficially owns a Common Call Warrant to purchase
                  816,068 shares of Common Stock upon exercise of such warrant,
                  representing 21.76% of the Common Call Warrants and 13.04% of
                  the Common Stock of the Issuer assuming exercise of such
                  Common Call Warrant and (x) directly beneficially owns 13,500
                  shares of restricted stock and 20,000 options to purchase
                  Common Stock directly beneficially owned by the U.S. Fund.
                  Assuming exercise and/or conversion of all of the above
                  described shares held by the U.S. Fund, the U.S. Fund would
                  have direct beneficial ownership of and shared voting power
                  with respect to 11,895,207 shares of the Issuers Common Stock,
                  representing 68.7% of the outstanding shares of the Issuer's
                  Common Stock, on a fully diluted basis.

                  Non-U.S. Fund (i) directly beneficially owns 1,140,240 shares
                  of Series B Preferred Stock representing 40.62% of the
                  outstanding Series B Preferred Stock and 32.12% of the Common
                  Stock of the Issuer assuming conversion of the Series B
                  Preferred Stock held by the Non-U.S. Fund; (ii) directly
                  beneficially owns 812,485 shares of Series C Preferred Stock
                  representing 40.62% of the outstanding shares of Series C
                  Preferred Stock and 18.75% of the Issuer's Common Stock
                  assuming conversion of the Series C Preferred Stock held by
                  the Non-U.S. Fund; (iii) directly beneficially owns 335,347
                  warrants to purchase shares of Series C Preferred Stock
                  representing 14.36% of outstanding Series C Preferred Stock of
                  the Issuer assuming exercise of such warrants and 8.70% of the
                  Common Stock of the Issuer assuming the exercise of such
                  warrants and conversion of the underlying shares held by the
                  Non-U.S. Fund; (iv) directly beneficially owns 413,367 shares
                  of Series D Preferred Stock representing 27.24% of the
                  outstanding Series D Preferred Stock of the Issuer and 21.92%
                  of the Common Stock of the Issuer assuming conversion of the
                  Series D Preferred Stock held by the Non-U.S. Fund; (v)
                  directly beneficially owns 87,965 warrants to purchase shares
                  of Series D Preferred Stock representing 5.48% of the
                  outstanding Series D Preferred Stock of the Issuer assuming
                  exercise of such warrants and 5.64% of the Common Stock of the
                  Issuer assuming exercise of such warrants and conversion of
                  the underlying shares held by the Non-U.S. Fund; (vi) directly
                  beneficially owns 1,355,183 shares of Series G Preferred
                  Stock, or 23.10% of the outstanding Series G Preferred Stock
                  of the Issuer and 7.64% of the Common Stock of the Issuer
                  assuming conversion of the Series G Preferred Stock held by
                  the Non-U.S. Fund; (vii) directly beneficially owns 79,079
                  shares of Series H Preferred Stock, or 15.82% of the
                  outstanding Series H Preferred Stock of the Issuer and 16.55%
                  of the Common Stock of the Issuer assuming conversion of the
                  Series H Preferred Stock held by the Non-U.S. Fund; (viii)
                  directly beneficially owns an H Warrant to purchase 395,395
                  shares of Common Stock upon exercise of such warrant,
                  representing 15.82% of the H Warrants and 6.77% of the Common
                  Stock of the Issuer assuming exercise of such H Warrant; and
                  (ix) directly beneficially owns a Common Call Warrant to
                  purchase 593,093 shares of Common Stock upon exercise of such
                  warrant, representing 15.82% of the Common Call Warrants and
                  9.82% of the Common Stock of the Issuer assuming exercise of
                  such Common Call Warrant. Assuming exercise and/or conversion
                  of all of the above described shares held by the Non-U.S.
                  Fund, the Non-U.S. Fund would have direct beneficial ownership
                  of and shared voting power with respect to 8,722,710 shares of
                  the Issuers Common Stock, representing 61.6% of the Issuer's
                  outstanding Common Stock, on a fully diluted basis.

                  Co Investor (i) directly beneficially owns 88,016 shares of
                  Series B Preferred Stock representing 3.14% of the outstanding
                  shares of Series B Preferred Stock and 3.52% of the Issuer's
                  Common Stock assuming conversion of the Series B Preferred
                  Stock held by the Co Investor; (ii) directly beneficially owns
                  62,520 shares of Series C Preferred Stock representing 3.13%
                  of the outstanding shares of Series C Preferred Stock and
                  1.74% of the Issuer's Common Stock assuming conversion of the
                  Series C Preferred Stock held by the Co Investor; (iii)
                  directly beneficially owns 25,804 warrants to purchase shares
                  of Series C Preferred Stock representing 1.27% of outstanding
                  Series C Preferred Stock of the Issuer assuming exercise of
                  such warrants and 0.73% of the Common Stock of the Issuer
                  assuming the exercise of such warrants and conversion of the
                  underlying shares held by the Co Investor; (iv) directly
                  beneficially owns 31,746 shares of Series D Preferred Stock
                  representing 2.09% of the outstanding Series D Preferred Stock
                  of the Issuer and 2.11% of the Common Stock of the Issuer
                  assuming conversion of the Series D Preferred Stock held by
                  the Co Investor; (v) directly beneficially owns 6,756 warrants
                  to purchase shares of Series D Preferred

                               Page 15 of 20 Pages

<PAGE>

                  Stock representing 0.44% of the outstanding Series D Preferred
                  Stock of the Issuer assuming exercise of such warrants and
                  0.46% of the Common Stock of the Issuer assuming exercise of
                  such warrants and conversion of the underlying shares held by
                  the Co Investor; (vi) directly beneficially owns 103,488
                  shares of Series G Preferred Stock, or 1.76% of the
                  outstanding Series G Preferred Stock of the Issuer and 0.63%
                  of the Common Stock of the Issuer assuming conversion of the
                  Series G Preferred Stock held by the Co Investor; (vii)
                  directly beneficially owns 6,488 shares of Series H Preferred
                  Stock, or 1.30% of the outstanding Series H Preferred Stock of
                  the Issuer and 1.60% of the Common Stock of the Issuer
                  assuming conversion of the Series H Preferred Stock held by
                  the Co Investor; (viii) directly beneficially owns an H
                  Warrant to purchase 32,440 shares of Common Stock upon
                  exercise of such warrant, representing 1.30% of the H Warrants
                  and 0.59% of the Common Stock assuming exercise of such
                  Warrant; and (ix) directly beneficially owns a Common Call
                  Warrant to purchase 48,660 shares of Common Stock upon
                  exercise of such warrant, representing 1.30% of the Common
                  Call Warrants and 0.89% of the Common Stock assuming exercise
                  of such Common Call Warrant. Assuming exercise and/or
                  conversion of all of the above described shares held by the Co
                  Investor, the Co Investor would have direct beneficial
                  ownership of and shared voting power with respect to 681,820
                  shares of the Issuers Common Stock, representing 11.1% of the
                  Issuer's outstanding Common Stock, on a fully diluted basis.

                  Blue Star (i) directly beneficially owns 33,430 shares of
                  Series B Preferred Stock representing 1.19% of the outstanding
                  shares of Series B Preferred Stock and 1.37% of the Issuer's
                  Common Stock assuming conversion of the Series B Preferred
                  Stock held by Blue Star; (ii) directly beneficially owns
                  24,017 shares of Series C Preferred Stock representing 1.20%
                  of the outstanding shares of Series C Preferred Stock and
                  0.68% of the Issuer's Common Stock assuming conversion of the
                  Series C Preferred Stock held by Blue Star; (iii) directly
                  beneficially owns 9,913 warrants to purchase shares of Series
                  C Preferred Stock representing 0.49% of outstanding Series C
                  Preferred Stock of the Issuer assuming exercise of such
                  warrants and 0.28% of the Common Stock of the Issuer assuming
                  the exercise of such warrants and conversion of the underlying
                  shares held by Blue Star; (iv) directly beneficially owns
                  12,281 shares of Series D Preferred Stock representing
                  approximately 0.81% of the outstanding Series D Preferred
                  Stock of the Issuer and 0.83% of the Common Stock of the
                  Issuer assuming conversion of the Series D Preferred Stock
                  held by Blue Star; (v) directly beneficially owns 2,613
                  warrants to purchase shares of Series D Preferred Stock
                  representing 0.17% of the outstanding Series D Preferred Stock
                  of the Issuer assuming exercise of such warrants and 0.18% of
                  the Common Stock of the Issuer assuming exercise of such
                  warrants and conversion of the underlying shares held by Blue
                  Star; (vi) directly beneficially owns 42,495 shares of Series
                  G Preferred Stock, or 0.72% of the outstanding Series G
                  Preferred Stock of the Issuer and 0.26% of the Common Stock of
                  the Issuer assuming conversion of the Series G Preferred Stock
                  held by Blue Star; (vii) directly and indirectly beneficially
                  owns 2,524 shares of Series H Preferred Stock, or 0.50% of the
                  outstanding Series H Preferred Stock of the Issuer and 0.63%
                  of the Common Stock of the Issuer assuming conversion of the
                  Series H Preferred Stock held by Blue Star; (viii) directly
                  and indirectly beneficially owns an H Warrant to purchase
                  12,620 shares of Common Stock upon exercise of such warrant,
                  representing 0.50% of the H Warrants and 0.23% of the Common
                  Stock assuming exercise of such H Warrant; and (ix) directly
                  and indirectly beneficially owns a Common Call Warrant to
                  purchase 18,930 shares of Common Stock upon exercise of such
                  warrant, representing 0.50% of the Common Call Warrants and
                  0.35% of the Common Stock assuming exercise of such Common
                  Call Warrant. Assuming exercise and/or conversion of all of
                  the above described shares held by Blue Star, Blue Star would
                  have direct beneficial ownership of and shared voting power
                  with respect to 263,181 shares of the Issuer's Common Stock,
                  representing 4.6% of the Issuer's outstanding Common Stock, on
                  a fully diluted basis.

                  THLPV collectively (i) directly and indirectly beneficially
                  own 2,806,797 shares of Series B Preferred Stock representing
                  100% of the outstanding Series B Preferred Stock and 53.81% of
                  the Common Stock of the Issuer assuming conversion of the
                  Series B Preferred Stock held by THLPV; (ii) directly and
                  indirectly beneficial own of 2,000,000 shares of Series C
                  Preferred Stock representing 100% of the outstanding shares of
                  Series C Preferred Stock and 36.22% of the

                               Page 16 of 20 Pages
<PAGE>

                  Issuer's Common Stock assuming conversion of the Series C
                  Preferred Stock held directly or indirectly THLPV; (iii)
                  directly and indirectly beneficially own 825,484 warrants to
                  purchase shares of Series C Preferred Stock representing
                  29.22% of outstanding Series C Preferred Stock of the Issuer
                  assuming the exercise of such warrants and 18.99% of the
                  Common Stock of the Issuer assuming the exercise of such
                  warrants and conversion of the underlying shares directly or
                  indirectly held by THLPV; (iv) directly and indirectly
                  beneficially own 1,017,538 shares of Series D Preferred Stock
                  representing 67.06% of the outstanding Series D Preferred
                  Stock of the Issuer and 40.87% of the Common Stock of the
                  Issuer assuming conversion of the Series D Preferred Stock
                  directly or indirectly held by THLPV; (v) directly and
                  indirectly beneficially own 216,533 warrants to purchase
                  shares of Series D Preferred Stock representing 12.49% of the
                  outstanding Series D Preferred Stock of the Issuer assuming
                  exercise of such warrants and 12.82% of the Common Stock of
                  the Issuer assuming exercise of such warrants and conversion
                  of the underlying shares directly and indirectly held by
                  THLPV; (vi) directly and indirectly beneficially own 3,333,333
                  shares of Series G Preferred Stock, or 56.83% of the
                  outstanding Series G Preferred Stock of the Issuer and 16.90%
                  of the Common Stock of the Issuer assuming conversion of the
                  Series G Preferred Stock directly and indirectly held by
                  THLPV; (vii) directly and indirectly beneficially owns 196,900
                  shares of Series H Preferred Stock, or 39.38% of the
                  outstanding Series H Preferred Stock of the Issuer, and 33.05%
                  of the Common Stock of the Issuer assuming conversion of the
                  Series H Preferred Stock held by THLPV; (viii) directly and
                  indirectly beneficially owns an H Warrant to purchase 984,500
                  shares of Common Stock upon exercise of such warrant, and
                  39.38% of the H Warrants outstanding issued in connection with
                  the issuance of the Series H Preferred Stock, and 15.31% of
                  the Common Stock assuming exercise of such H Warrant; (ix)
                  directly and indirectly beneficially owns a Common Call
                  Warrant to purchase 1,476,750 shares of Common Stock upon
                  exercise of such warrant, and 39.38% of the Common Call
                  Warrants outstanding issued in connection with the issuance of
                  the Series H Preferred Stock, and 21.34% of the Common Stock
                  assuming exercise of such Common Call Warrant; and (x) 13,500
                  shares of restricted stock and 20,000 options to purchase
                  Common Stock directly beneficially owned by the U.S. Fund.
                  Assuming exercise and/or conversion of all of the above
                  described shares held by THLPV, THLPV would have direct and
                  indirect beneficial ownership of and shared voting power with
                  respect to 21,562,918 shares of the Issuers Common Stock,
                  representing 79.9% of the Issuer's outstanding Common Stock,
                  on a fully diluted basis.

         (b)      Each of the Fund Advisor, the Fund Advisor GP, the Fund
                  Manager, the Fund Manager GP, and Thomas H. Lee, may be deemed
                  to share voting and dispositive power with respect to
                  2,806,797 shares of Series B Preferred Stock, 2,000,000 shares
                  of Series C Preferred Stock, 1,017,538 shares of Series D
                  Preferred Stock, 825,484 warrants to purchase Series C
                  Preferred Stock, 216,533 warrants to Purchase Series D
                  Preferred Stock, the H Warrant to purchase 984,500 shares of
                  Common Stock and the Common Call Warrant to purchase 1,476,750
                  shares of Common Stock beneficially owned by THLPV; and the
                  13,500 shares of restricted stock and 20,000 options to
                  purchase Common Stock held by the U.S. Fund, each as described
                  in Item 5(a) above, which represents 79.9% of the outstanding
                  shares of Common Stock of the Issuer (assuming conversion of
                  the Series B Preferred Stock, Series C Preferred Stock and
                  Series D Preferred Stock; conversion and exercise of the
                  warrants to purchase Series C Preferred Stock and Series D
                  Preferred Stock; exercise of the H Warrant and the Common Call
                  Warrant held by THLPV; and exercise of the 20,000 options to
                  purchase Common Stock held by the U.S. Fund, on a fully
                  diluted basis). Because the conversion of the Series I
                  Preferred Stock by THLPV is contingent upon shareholder
                  approval, pursuant to Rule 13d-3(d)(1)(i), the Reporting
                  Persons would not be deemed to be beneficial owner any of the
                  20,000,000 shares of Common Stock until the date of
                  shareholder approval of the Series I Preferred Stock and the
                  amendment to the Issuer's Certificate of Incorporation to
                  increase the number of authorized Shares as discussed above.
                  Accordingly, such shares of Common Stock have been excluded
                  for purposes of the calculation of THLPV's aggregate
                  beneficial ownership above. However, assuming such approvals
                  were obtained, upon conversion of the Series I Preferred Stock
                  directly or indirectly beneficially owned by THLPV, THLPV's
                  aggregate beneficial ownership would represent 88.4% of the
                  Issuer's Common Stock. The filing of this Schedule 13D by Fund
                  Advisor, the Fund Advisor GP, the Fund Manager, the Fund
                  Manager GP, and Thomas H. Lee shall not be construed as an
                  admission that such entities

                               Page 17 of 20 Pages
<PAGE>

                  are, for the purpose of Section 13(d) of the Exchange Act, (i)
                  the beneficial owners of Series B Preferred Stock, Series C
                  Preferred Stock, Series D Preferred Stock, Series G Preferred
                  Stock, the Series H Preferred Stock, Series I Preferred Stock,
                  the warrants to purchase Series C Preferred Stock and Series D
                  Preferred Stock, the H Warrant or the Common Call Warrant held
                  by THLPV, or (ii) the 13,500 shares of restricted stock or
                  20,000 stock options directly beneficially owned by the U.S.
                  Fund.

         (c)      The responses to Items 3 and 4 of this Schedule 13D are
                  incorporated herein.

         (d)      Not applicable.

         (e)      Not applicable.

         ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

         Exhibit 1 - Schedule 13D Joint Filing Agreement, dated October 22, 2003
by and among TH Lee Putnam Ventures, L.P., a Delaware limited partnership, TH
Lee Putnam Parallel Ventures, L.P., TH Lee Putnam Fund Advisors, L.P., a
Delaware limited partnership, TH Lee Putnam Fund Advisors, LLC, a Delaware
limited liability company, TH Lee Global Internet Managers, L.P., a Delaware
limited partnership, TH Lee Global Internet Advisors, LLC, a Delaware limited
liability company, THLi Co Investment Partners, LLC, a Delaware limited
liability corporation, Blue Star I, LLC, and Thomas H. Lee.

         Exhibit 2 - Series H Certificate of Designation of Preferences and
Rights of Series H Convertible Preferred Stock, dated October 10, 2002.*

         Exhibit 3 - Stock Purchase Agreement dated as of October 28, 2002, by
and among Velocity Express Corporation, TH Lee Putnam Ventures, L.P., TH Lee
Putnam Parallel Ventures, L.P, THLi Co Investment Partners, LLC, a Delaware
limited liability corporation, Blue Star I, LLC.*

         Exhibit 4 - Warrant to Purchase Shares of Velocity Express Corporation
dated October 28, 2002 issued to the TH Lee Putnam Ventures, L.P., TH Lee Putnam
Parallel Ventures, L.P, THLi Co Investment Partners, LLC, a Delaware limited
liability corporation, Blue Star I, LLC.*

         Exhibit 5 - Call Warrant to Purchase Shares of Velocity Express
Corporation Common Stock, dated October 28, 2002, issued TH Lee Putnam Ventures,
L.P., TH Lee Putnam Parallel Ventures, L.P, THLi Co Investment Partners, LLC, a
Delaware limited liability corporation, Blue Star I, LLC.*

         Exhibit 6 -- Registration Rights Agreement among Velocity Express
Corporation, TH Lee Putnam Ventures, L.P., TH Lee Putnam Parallel Ventures, L.P,
THLi Co Investment Partners, LLC, a Delaware limited liability corporation, Blue
Star I, LLC dated October 28, 2002.*

         Exhibit 7 - Series I Certificate of Designation of Preferences and
Rights of Series I Convertible Preferred Stock, dated October 20, 2003.

         Exhibit 8 - Stock Purchase Agreement dated as of October 20, 2003, by
and among Velocity Express Corporation, TH Lee Putnam Ventures, L.P., TH Lee
Putnam Parallel Ventures, L.P, THLi Co Investment Partners, LLC, a Delaware
limited liability corporation, Blue Star I, LLC.

         Exhibit 9 -- Registration Rights Agreement among Velocity Express
Corporation, TH Lee Putnam Ventures, L.P., TH Lee Putnam Parallel Ventures, L.P,
THLi Co Investment Partners, LLC, a Delaware limited liability corporation, Blue
Star I, LLC dated October 20, 2003.

         * Previously filed with Amendment No. 1 to this Schedule 13D dated
November 12, 2002.


                               Page 18 of 20 Pages
<PAGE>


                                   SIGNATURES

         After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certify that the information set
forth in this statement is true, complete and correct.

Date: October 22, 2003

                          TH LEE PUTNAM VENTURES, L.P.

                          By:      TH Lee Putnam Fund Advisors, L.P.,
                                   its general partner

                          By:      TH Lee Putnam Fund Advisors, LLC,
                                   its general partner


                          By:    /s/ James Brown
                                 ---------------
                                 Name: James Brown
                                 Title:  Managing Director

                          TH LEE PUTNAM PARALLEL VENTURES, L.P.

                          By:      TH Lee Putnam Fund Advisors, L.P.,
                                   its general partner

                          By:      TH Lee Putnam Fund Advisors, LLC,
                                   its general partner


                          By:    /s/ James Brown
                                 ---------------
                                 Name: James Brown
                                 Title:  Managing Director

                          TH LEE PUTNAM FUND ADVISORS, L.P.

                          By:      TH Lee Putnam Fund Advisors, LLC,
                                   its general partner

                          By:    /s/ James Brown
                                 ---------------
                                 Name: James Brown
                                 Title:  Managing Director

                          TH LEE PUTNAM FUND ADVISORS, LLC

                          By:    /s/ James Brown
                                 ---------------
                                 Name: James Brown
                                 Title:  Managing Director

                               Page 19 of 20 Pages
<PAGE>




                          TH LEE GLOBAL INTERNET MANAGERS, L.P.

                          By:      TH Lee Global Internet Advisors, LLC

                          By:    /s/ James Brown
                                 ---------------
                                 Name: James Brown
                                 Title:  Managing Director

                          TH LEE GLOBAL INTERNET ADVISORS, LLC

                          By:    /s/ James Brown
                                 ---------------
                                 Name: James Brown
                                 Title:  Managing Director

                          THLI COINVESTMENT PARTNERS, LLC

                          By:      TH Lee Putnam Fund Advisors, L.P.,
                                   its general partner

                          By:      TH Lee Putnam Fund Advisors, LLC,
                                   its general partner

                          By:    /s/ James Brown
                                 ---------------
                                 Name: James Brown
                                 Title:  Managing Director

                          BLUESTAR I, LLC

                          By:    /s/ Thomas H. Lee
                                 -----------------
                                 Name:  Thomas H. Lee
                                 Title:  Managing Member


                               Page 20 of 20 Pages

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>y90905exv99w1.txt
<DESCRIPTION>JOINY FILING AGREEMENT
<TEXT>
<PAGE>



                                                                       EXHIBIT 1


                       SCHEDULE 13D JOINT FILING AGREEMENT


      The undersigned and each other person executing this joint filing
agreement (this "Agreement") agree as follows:

      The undersigned and each other person executing this Agreement are
responsible for the timely filing of such Schedule 13D and any amendments
thereto, and for the completeness and accuracy of the information concerning
such person contained therein; but none of the undersigned or any other person
executing this Agreement is responsible for the completeness or accuracy of the
information statement concerning any other persons making the filing, unless
such person knows or has reason to believe that such information is inaccurate.

      This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which, taken together, shall
constitute one and the same instrument.

                                   * * * * * *



                               Page 1 of 3 Pages
<PAGE>
      IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
signed by their respective officers thereunto duly authorized as of the date set
forth opposite their name.

Date: October 22, 2003

                                    TH LEE PUTNAM VENTURES, L.P.

                                    By:   TH Lee Putnam Fund Advisors, L.P.,
                                          its general partner

                                    By:   TH Lee Putnam Fund Advisors, LLC,
                                          its general partner


                                    By:  /s/ James Brown
                                         -----------------------------------
                                         Name: James Brown
                                         Title:  Managing Director


                                    TH LEE PUTNAM PARALLEL VENTURES, L.P.

                                    By:   TH Lee Putnam Fund Advisors, L.P.,
                                          its general partner

                                    By:   TH Lee Putnam Fund Advisors, LLC,
                                          its general partner


                                    By:  /s/ James Brown
                                         -----------------------------------
                                         Name: James Brown
                                         Title:  Managing Director


                                    TH LEE PUTNAM FUND ADVISORS, L.P.

                                    By:   TH Lee Putnam Fund Advisors,
                                          LLC, its general partner

                                    By:  /s/ James Brown
                                         -----------------------------------
                                         Name: James Brown
                                         Title:  Managing Director


                                    TH LEE PUTNAM FUND ADVISORS, LLC

                                    By:  /s/ James Brown
                                         -----------------------------------
                                         Name: James Brown
                                         Title:  Managing Director

                               Page 2 of 3 Pages
<PAGE>
                                    TH LEE GLOBAL INTERNET MANAGERS, L.P.

                                    By:   TH Lee Global Internet Advisors, LLC

                                    By:  /s/ James Brown
                                         -----------------------------------
                                         Name: James Brown
                                         Title:  Managing Director


                                    TH LEE GLOBAL INTERNET ADVISORS, LLC


                                    By:  /s/ James Brown
                                         -----------------------------------
                                         Name: James Brown
                                         Title: Managing Director


                                    THLI COINVESTMENT PARTNERS, LLC

                                    By:   TH Lee Putnam Fund Advisors,
                                          L.P., its general partner

                                    By:   TH Lee Putnam Fund Advisors,
                                          LLC, its general partner

                                    By:  /s/ James Brown
                                         -----------------------------------
                                         Name: James Brown
                                         Title: Managing Director


                                    BLUESTAR I, LLC


                                    By:  /s/ Thomas H. Lee
                                         -----------------------------------
                                         Name:  Thomas H. Lee
                                         Title:  Managing Member


                                Page 3 of 3 Pages

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.7
<SEQUENCE>4
<FILENAME>y90905exv99w7.txt
<DESCRIPTION>SERIES I CERTIFICATE
<TEXT>
<PAGE>
                                                                       EXHIBIT 7

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

1. Designation and Amount. The number of authorized shares of Series I
Convertible Preferred Stock, par value $0.004 per share (the "Series I Preferred
Stock"), shall be 12,810,000.

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 Series I Preferred Stock at the
same time that it declares and pays such dividends to the holders of the Common
Stock, the dividends which would have been declared and paid with respect to the
Common Stock issuable upon conversion of shares of the Series I Preferred Stock
which are convertible into shares of Common Stock had all such shares of the
outstanding Series I 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.

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 I Preferred Stock (unless
otherwise provided for in the resolution or resolutions creating such stock) the
aggregate Liquidation Value attributable to such shares (each, a "Share") plus
any accrued but unpaid dividends thereon. If upon any such Liquidation Event,
the Corporation's assets to be distributed among the holders of the Junior
Securities, Series B Preferred Stock, Series C Preferred Stock, Series D
Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H
Preferred Stock and Series I Preferred Stock are insufficient to permit payment
to such holders of the aggregate amount of their respective liquidation
preference pursuant to the Corporation's Amended and Restated Certificate of
Incorporation, as amended from time to time (the "Charter"), as applicable, then
the entire assets available to be distributed to the Corporation's stockholders
shall be distributed in accordance with the priorities set forth in Article IV,
Section 3 of the Charter, with the Series I Preferred Stock ranking parri passu
with the Series D, F, G and H Preferred Stock and prior to the Series B and C
Preferred Stock. Not less than sixty (60) days prior to the payment date of the
Liquidation Value, the Corporation shall mail written notice of any such
Liquidation Event to each record holder of Series I Preferred Stock, setting
forth in reasonable detail the amount of proceeds to be paid with respect to
each Share and each share of Common Stock in connection with such Liquidation
Event. A change of control of the Corporation shall not be deemed a Liquidation
Event for purposes of this Section 3.

4. Voting Rights.

      (a)   Voting Rights. The Series I Preferred Stock shall have no voting
            rights.

      (b)   Covenants.

      Notwithstanding the above, the Corporation shall not take any of the
actions set forth below without first obtaining the affirmative consent of the
holders of at least two-thirds of the
<PAGE>
then outstanding shares of Series I Preferred Stock for so long as at least 20%
of the Series I Preferred Stock originally issued pursuant to the Stock Purchase
Agreements remains outstanding:

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

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

5. Conversion. Subject to the terms of this Section 5, at any time and from time
to time after (i) the authorization by stockholders of the Corporation of the
issuance of the Series I Preferred Stock and (ii) the amendment of the Charter
to increase the number of shares of the Corporation authorized for issuance to
400,000,000 shares, of which 325,000,000 shares are Common Stock and 75,000,000
shares are Preferred Stock (the time after both conditions are met, the
"Conversion Time"), any holder of Series I Preferred Stock may convert all or
any portion of the Series I Preferred Stock (including any fraction of a Share)
held by such holder into a number of shares of Conversion Stock computed by
multiplying the number of Shares to be converted by $1.50 and dividing the
result by the Conversion Price then in effect; provided, however, that, except
for Organic Changes (as defined below) to which the following limitation does
not apply, the Series I Preferred Stock shall not be convertible into Conversion
Stock to the extent that such conversion would result in the holder of the
Series I Preferred, together with such holder's Affiliates, holding 40% or more
of all of the outstanding capital stock of the Corporation on an as converted
basis.

      (a)   Conversion Procedure.

            (i)   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 I 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 I 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.

            (ii)  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 I 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.



                                       2
<PAGE>
            (iii) 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)   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.

            (iv)  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 I 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.

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

            (vi)  The Corporation shall at all times after the Conversion Time
                  reserve and keep available out of its authorized but unissued
                  shares of Conversion Stock, solely for the purpose of issuance
                  upon the conversion of the Series I 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



                                       3
<PAGE>
                  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.

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

           (viii) If the shares of Conversion Stock issuable by reason of
                  conversion of the Series I 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.

(b)   Conversion Price.

      (i)   In order to prevent dilution of the conversion rights granted under
            this Section 5, the Conversion Price of the Series I 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 I 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.





                                       4
<PAGE>
      (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.

      (c) 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 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



                                       5
<PAGE>
            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 I Preferred
            Stock are changed in the manner described in the immediately
            preceding sentence, then such Option or Convertible Security and the
            Common Stock deemed issuable upon exercise, conversion or exchange
            thereof shall be deemed to have been issued and sold as of the date
            of such change; provided, that (A) no such change shall at any time
            cause the Conversion Price hereunder to be increased, and (B) no
            adjustment to the Conversion Price pursuant to this clause (iii)
            shall be made as a result of any adjustment to the exercise and/or
            conversion price with respect to the outstanding capital security of
            the Corporation on the date hereof pursuant to and in accordance
            with the antidilution protection provisions of such securities as in
            effect on the date hereof.

      (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



                                       6
<PAGE>
            was outstanding as of the date of issuance of the Series I Preferred
            Stock shall not cause the Conversion Price hereunder to be adjusted
            unless, and only to the extent that, a change in the terms of such
            Option or Convertible Security caused it to be deemed to have been
            issued after the date of issuance of the Series I Preferred Stock.

      (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 of such securities. The fair value of any consideration
            other than cash and securities shall be determined jointly by the
            Corporation and the holders of at least two-thirds of the Series I
            Preferred Stock. If such parties are unable to reach agreement
            within a reasonable period of time, the fair value of such
            consideration shall be determined by an independent appraiser
            experienced in valuing such type of consideration, jointly selected
            by the Corporation and the holders of at least two-thirds of the
            Series I Preferred Stock then outstanding. The determination of such
            appraiser shall be final and binding upon the parties, and the fees
            and expenses of such appraiser shall be borne by the Corporation.

      (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.

     (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



                                       7
<PAGE>
            making of such other distribution or the date of the granting of
            such right of subscription or purchase, as the case may be.

      (d) 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.

      (e) 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 I 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 I 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 I Preferred Stock
immediately prior to such Organic Change. The Corporation shall not effect any
such consolidation, merger or sale, unless prior to the consummation thereof,
the successor entity (if other than the Corporation) resulting from
consolidation or merger or the entity purchasing such assets assumes by written
instrument, the obligation to deliver to each such holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
holder may be entitled to acquire.

      (f) Certain Events. If any event occurs of the type contemplated by the
provisions of this Section 5 but are not expressly provided for by these
provisions (including, without limitation, the granting of stock appreciation
rights, phantom stock rights or other rights with equity features), then the
Corporation's Board of Directors shall make an appropriate adjustment in the
Conversion Price so as to protect the rights of the holders of the Series I
Preferred Stock; provided, that no such adjustment shall increase the Conversion
Price or decrease the number of shares of Conversion Stock issuable upon
conversion of each Share of Series I Preferred Stock as otherwise determined
pursuant to this Section 5.

      (g) Notices.

            (i)   Immediately upon any adjustment of the Conversion Price, the
                  Corporation shall give written notice thereof to all affected
                  holders of the Series I 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
                  the Series I Preferred Stock at least 20 days prior to the
                  date on which the Corporation



                                       8
<PAGE>
                  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 the Series I Preferred Stock at least 20 days prior to the
                  date on which any Organic Change shall take place.

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") and such rights are not concurrently
granted to the holders of the Preferred Stock, then each holder of Initially
Designated Preferred Stock or the Series I Preferred Stock shall be entitled to
acquire, upon the terms applicable to such Purchase Rights, the aggregate
Purchase Rights which such holder could have acquired if such holder had held
the number of shares of Conversion Stock acquirable upon conversion of such
holder's Initially Designated Preferred Stock or Series I 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.

7. Registration of Transfer. The Corporation shall keep or have its agent keep a
register for the registration of the Series I Preferred Stock. Upon the
surrender of any certificate representing the Series I Preferred Stock at a
place designated by the Corporation, the Corporation shall, at the request of
the record holder of such certificate, execute and deliver (at the Corporation's
expense) a new certificate or certificates in exchange therefore representing in
the aggregate the number of Shares represented by the surrendered certificate.
Each such new certificate shall be registered in such name and shall represent
such number of Shares as is requested by the holder of the surrendered
certificate and shall be substantially identical in form to the surrendered
certificate, and dividends shall accrue on the Series I Preferred Stock
represented by such new certificate from the date to which dividends have been
fully paid on such Series I Preferred Stock represented by the surrendered
certificate.

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 the Shares, and in the case of any such loss, theft or destruction,
upon receipt of indemnity reasonably satisfactory to the Corporation (provided
that if the holder is a financial institution or other institutional investor,
its own agreement to indemnify the Corporation shall be satisfactory), or, in
the case of any such mutilation upon surrender of such certificate, the
Corporation shall (at its expense) execute and deliver in lieu of such
certificate a new certificate of like kind representing the number of shares of
the Series I Preferred Stock represented by such lost, stolen, destroyed or
mutilated certificate and dated the date of such lost, stolen, destroyed or
mutilated certificate, and dividends shall accrue on the Shares represented by
such new certificate from the date to which dividends have been fully paid on
such lost, stolen, destroyed or mutilated certificate.



                                       9
<PAGE>
9. Definitions. To the extent not defined herein, terms shall have the meaning
set forth in the Charter.

      "Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person, where
"control" means the possession, directly or indirectly, of the power to direct
the management and policies of a Person whether through ownership of Voting
Securities, contract or otherwise.

      "Common Stock" means, collectively, the Corporation's common stock, par
value $0.004 per share, and any capital stock of any class of the Corporation
hereafter authorized which is not limited to a fixed sum or percentage of par or
stated value in respect to the rights of the holders thereof to participate in
dividends or in the distribution of assets upon any liquidation, dissolution or
winding up of the Corporation.

      "Common Stock Deemed Outstanding" means, at any given time, the number of
shares of Common Stock actually outstanding at such time, plus the number of
shares of Common Stock deemed to be outstanding pursuant to subparagraphs 5C(i)
and 5C(ii) hereof whether or not the Options or Convertible Securities are
actually exercisable at such time.

      "Conversion Price" initially means $0.15 for the Series I Preferred Stock.

      "Conversion Stock" means shares of the Corporation's Common Stock;
provided, that if there is a change such that the securities issuable upon
conversion of the Series I Preferred Stock are issued by an entity other than
the Corporation or there is a change in the type or class of securities so
issuable, then the term "Conversion Stock" shall mean one share of the security
issuable upon conversion of the Series I Preferred Stock if such security is
issuable in shares, or shall mean the smallest unit in which such security is
issuable if such security is not issuable in shares.

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

      "Corporation" means Velocity Express Corporation, a Delaware corporation,
or, where applicable (for example, in connection with agreements dated prior to
the date of incorporation of the Corporation under the GCL), UST. Where
applicable, reference to certain agreements of the Corporation entered into
prior to its incorporation under the Delaware General Corporation Law refer to
those as assumed by the surviving entity as a matter of law under the merger
between the Corporation and UST, effective on January 4, 2002.

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

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

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

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



                                       10
<PAGE>
      "Liquidation Value" of any share of Series I Preferred Stock shall be
equal to $1.50.

      "Market Price" of any security means the average of the closing prices of
such security's sales on all securities exchanges on which such security may at
the time be listed, or, if there has been no sales on any such exchange on any
day, the average of the highest bid and lowest asked prices on all such
exchanges at the end of such day, or, if on any day such security is not so
listed, the average of the representative bid and asked prices quoted in the
NASDAQ System as of 4:00 P.M., New York time, or, if on any day such security is
not quoted in the NASDAQ System, the average of the highest bid and lowest asked
prices on such day in the domestic over-the-counter market as reported by the
National Quotation Bureau, Incorporated, or any similar successor organization,
in each such case averaged over a period of the twenty (20) consecutive trading
days immediately prior to the day for which "Market Price" is being determined.
If at any time such security is not listed on any securities exchange or quoted
in the NASDAQ System or the over-the-counter market, the "Market Price" shall be
the fair value thereof determined jointly by the Corporation and the holders of
at least two-thirds of each of the then outstanding classes of Preferred Stock,
voting as individual classes. If such parties are unable to reach agreement
within a reasonable period of time, such fair value shall be determined by an
independent appraiser experienced in valuing securities jointly selected by the
Corporation and the holders of at least two-thirds of each of the then
outstanding classes of Preferred Stock, voting as individual classes. The
determination of such appraiser shall be final and binding upon the parties, and
the Corporation shall pay the fees and expenses of such appraiser.

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

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

      "Person" means an individual, a partnership, a corporation, a limited
liability company, a limited liability, an association, a joint stock company, a
trust, a joint venture, an unincorporated organization and a governmental entity
or any department, agency or political subdivision thereof.

      "Preferred Stock" shall have the meaning set forth in the Charter.

      "Series B Preferred Stock" shall mean the Corporation's Series B
Convertible Preferred Stock, par value $0.004 per share.

      "Series C Preferred Stock" shall mean the Corporation's Series C
Convertible Preferred Stock, par value $0.004 per share.

      "Series D Preferred Stock" shall mean the Corporation's Series D
Convertible Preferred Stock, par value $0.004 per share.

      "Series F Preferred Stock" shall mean the Corporation's Series F
Convertible Preferred Stock, par value $0.004 per share.

      "Series G Preferred Stock" shall mean the Corporation's Series G
Convertible Preferred Stock, par value $0.004 per share.



                                       11
<PAGE>
      "Series H Preferred Stock" shall mean the Corporation's Series H
Convertible Preferred Stock, par value $0.004 per share.

      "Series I Preferred Stock" shall mean the Corporation's Series I
Convertible Preferred Stock, par value $0.004 per share.

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

      "Subsidiary" means, with respect to any Person, any corporation, limited
liability company, partnership, association or other business entity of which
(i) if a corporation, a majority of the total voting power of shares of stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a limited
liability company, partnership, association or other business entity, a majority
of the partnership or other similar ownership interest thereof is at the time
owned or controlled, directly or indirectly, by any Person or one or more
Subsidiaries of that Person or a combination thereof. For purposes hereof, a
Person or Persons shall be deemed to have a majority ownership interest in a
limited liability company, partnership, association or other business entity if
such Person or Persons shall be allocated a majority of limited liability
company, partnership, association or other business entity gains or losses or
shall be or control the managing general partner of such limited liability
company, partnership, association or other business entity.

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

      "Voting Securities" means securities of the Corporation ordinarily having
the power to vote for the election of directors of the Corporation; provided,
that when the term "Voting Securities" is used with respect to any other Person,
it means the capital stock or other equity interests of any class or kind
ordinarily having the power to vote for the election of directors or other
members of the governing body of such Person.

10. Amendment and Waiver. No amendment, modification or waiver shall be binding
or effective with respect to any provisions hereof without the prior written
consent of the holders of at least two-thirds of Series I Preferred Stock
outstanding, voting as a separate class, at the time such action is taken.

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).





                                       12


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.8
<SEQUENCE>5
<FILENAME>y90905exv99w8.txt
<DESCRIPTION>STOCK PURCHASE AGREEMENT
<TEXT>
<PAGE>

                                                                       EXHIBIT 8

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

                          VELOCITY EXPRESS CORPORATION

                            STOCK PURCHASE AGREEMENT

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

Ladies and Gentlemen:

      THIS STOCK PURCHASE AGREEMENT (the "Purchase Agreement"), made effective
this 20th day of October 2003, by and between Velocity Express Corporation, a
Delaware corporation (the "Company"), and TH Lee Putnam Ventures, L.P., TH Lee
Putnam Parallel Ventures, L.P., THLi Coinvestment Partners, LLC and Blue Star I,
LLC (collectively referred to herein as "undersigned" or "THLPV"), each with a
principal place of business in New York.

1.    (a)   The Company agrees to sell to the undersigned, and the
            undersigned agrees to purchase from the Company, 2,000,000 shares of
            the Company's Series I Convertible Preferred Stock, par value $0.004
            per share (the "Shares" or "Series I Preferred") for the
            subscription price per Share listed in paragraph 1(b) below. The
            rights and preferences of the Shares are set forth in the
            Certificate of Designation of Preferences and Rights of Series I
            Convertible Preferred Stock as set forth in Appendix A attached
            hereto. The undersigned acknowledges that this subscription is
            contingent upon acceptance in whole or in part by the Company and
            upon shareholder approval of (i) the issuance of the Series I
            Preferred Stock and (ii) the amendment of the Company's Certificate
            of Incorporation to increase the number of shares authorized for
            issuance to 400,000,000 shares, of which 325,000,000 shares are
            Common Stock and 75,000,000 shares are Preferred Stock, at a meeting
            of the Company's shareholders or by written consent. 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 $
            3,000,000 for payment of the full purchase price of the Shares.

      (b)   Subject to the Board of Directors of the Company varying the
            purchase price per share of the Series I Preferred if they deem such
            action necessary or appropriate to obtain sufficient funding for the
            Company, the Series I Preferred shall be sold at the following price
            per Share (the "Purchase Price"):

      -     if this Purchase Agreement is executed and the payment of the
            Purchase Price is tendered to the Company on or before October 24,
            2003, the Purchase Price shall be $1.50 per Share;

      -     if this Purchase Agreement is executed and the payment of the
            Purchase Price is tendered to the Company after October 24, 2003,
            but on or before October 31, 2003, the Purchase Price shall be $1.80
            per Share;
<PAGE>
      -     if this Purchase Agreement is executed and the payment of the
            Purchase Price is tendered to the Company after October 31, 2003,
            but on or before November 14, 2003, the Purchase Price shall be
            $2.20 per Share; and

      -     if this Purchase Agreement is executed and the payment of the
            Purchase Price is tendered to the Company after November 14, 2003,
            but on or before November 28, 2003, the Purchase Price shall be
            $3.30 per Share.

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

2.          The undersigned acknowledges and represents as follows:

      (a)   That the undersigned has had an opportunity to carefully review the
            Company, has had the opportunity to conduct due diligence on the
            Company, has had the opportunity to review its public filings with
            the Securities and Exchange Commission and has reviewed the Risk
            Factors, attached hereto as Appendix B, relating to the Company (the
            "Company Materials"), and all documents delivered therewith or
            reasonably requested by the undersigned and is aware of the fact
            that the Company may use a portion of the funds generated from the
            sale of the Series I Preferred to replace certain letters of credit
            totally $7.1 million currently maintained by the Company and
            guaranteed by TH Lee Putnam Ventures;

      (b)   That the undersigned is able to bear the economic risk of the
            investment in the Shares;

      (c)   That the undersigned has knowledge and experience in financial and
            business matters, that the undersigned is capable of evaluating the
            merits and risks of the prospective investment in the Shares and
            that the undersigned is able to bear such risks.

      (d)   That the undersigned understands an investment in the Shares is
            highly speculative but believes that the investment is suitable for
            the undersigned based upon the investment objectives and financial
            needs of the undersigned, and has adequate means for providing for
            his, her or its current financial needs and personal contingencies
            and has no need for liquidity of investment with respect to the
            Shares;

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

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

      (g)   That the undersigned realizes that (i) the purchase of Shares is a
            long-term investment; (ii) the purchasers of the Shares must bear
            the economic risk of investment for an indefinite period of time
            because the Shares have not been registered under the Securities Act
            of 1933, as amended (the "Act") and, therefore, cannot be sold
            unless they are subsequently registered under the Act, or an
            exemption from such registration is


                                       2
<PAGE>
            available; and (iii) the transferability of the Shares is
            restricted, and (A) requires the written consent of the Company, (B)
            requires conformity with the restrictions contained in paragraph 3
            below, and (C) will be further restricted by a legend placed on the
            certificate(s) representing the Shares stating that the Shares have
            not been registered under the Act and referring to the restrictions
            on transferability of the Shares, and by stop transfer orders or
            notations on the Company's records referring to the restrictions on
            transferability;

      (h)   That the undersigned is a bona fide resident of, and is domiciled
            in, the state or country listed in the Recital to this Agreement and
            that the Shares are being purchased solely for the beneficial
            interest of the undersigned and not as nominee, for, or on behalf
            of, or for the beneficial interest of, or with the intention to
            transfer to, any other person, trust or organization, except as
            specifically set forth in paragraph 4 of this Purchase Agreement;

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

      (j)   That the Company did not solicit the undersigned in connection with
            its rights offering described in the Company's Registration
            Statement filed on October 1, 2003, (File Number 333-109362) and
            which was later withdrawn;

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

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

3.          The undersigned has been advised that the Shares are not being
            registered under the Act or any other securities laws pursuant to
            exemptions from the Act and such laws, and that the Company's
            reliance upon such exemptions is predicated in part on the
            undersigned's representations to the Company as contained herein.
            The undersigned represents and warrants that the Shares are being
            purchased for his, her or its own account and for investment and
            without the intention of reselling or redistributing the same, that
            he, she or it has made no agreement with others regarding any of
            such Shares and that his, her or its financial condition is such
            that it is not likely that it will be necessary to dispose of any of
            such Shares in the foreseeable future. The undersigned is aware
            that, in the view of the Securities and Exchange Commission, a
            purchase of Shares with an intent to resell by reason of any
            foreseeable specific contingency or anticipated change in market
            value, or any change in the condition of the Company or its
            business, or in connection with a contemplated liquidation or
            settlement of any loan obtained for the acquisition of the Shares
            and for which the Shares were pledged as security, would represent
            an intent inconsistent with the representations set forth above. The
            undersigned further represents and agrees that if, contrary to his,
            her or its foregoing intentions, he, she or it should later desire
            to dispose of or transfer any of such Shares in any manner, he, she
            or it shall not do so without first obtaining (a) the opinion of
            counsel designated by the Company that such proposed disposition or
            transfer lawfully may be made without the registration of such
            Shares for such purpose pursuant to the Act, as then in effect, and
            any other applicable


                                       3
<PAGE>
            securities laws, or (b) such registrations (it being expressly
            understood that the Company shall not have any obligation to
            register the Shares for such purpose).

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

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

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

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

            The undersigned understands that the Company at a future date may
            file a registration or offering statement (the "Registration
            Statement") with the Securities and Exchange Commission to
            facilitate a public offering of its securities. The undersigned
            agrees, for the benefit of the Company, that should an underwritten
            public offering be made and should the managing underwriter of such
            offering require, the undersigned will not, without the prior
            written consent of the Company and such underwriter, during the Lock
            Up Period as defined herein: (a) sell, transfer or otherwise dispose
            of, or agree to sell, transfer or otherwise dispose of any of the
            Shares beneficially held by the undersigned during the Lock Up
            Period; (b) sell, transfer or otherwise dispose of, or agree to
            sell, transfer or otherwise dispose of any options, rights or
            warrants to purchase any of the Shares beneficially held by the
            undersigned during the Lock Up Period; or (c) sell or grant, or
            agree to sell or grant, options, rights or warrants with respect to
            any of the Shares. The foregoing does not prohibit gifts to donees
            or transfers by will or the laws of descent to heirs or
            beneficiaries provided that such donees, heirs and beneficiaries
            shall be bound by the restrictions set forth herein. The term "Lock
            Up Period" shall mean the lesser of (x) 240 days or (y) the period
            during which Company officers and directors are restricted by the
            managing underwriter from effecting any sales or transfers of the
            Company's securities. The Lock Up Period shall commence on the
            effective date of the Registration Statement.


                                       4
<PAGE>
            The undersigned has read and executed the Registration Rights
            Agreement in the form appended hereto as Appendix C. The undersigned
            agrees that, notwithstanding any registration rights granted under
            the Registration Rights Agreement, the undersigned will not be
            entitled to any registration rights, whether by demand, piggyback or
            otherwise, until the shareholder approval of (i) the issuance of the
            Series I Preferred Stock and (ii) the amendment of the Company's
            Certificate of Incorporation to increase the number of shares
            authorized for issuance to 400,000,000 shares, of which 325,000,000
            shares are Common Stock and 75,000,000 shares are Preferred Stock,
            at a meeting of the Company's shareholders or by written consent has
            been obtained.

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

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

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

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

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

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

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

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

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

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

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

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

7.          Miscellaneous.

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

                        Individual Ownership
                  -----

                        Joint Tenants with Right of Survivorship*
                  -----


                                       5
<PAGE>
                        Partnership*
                  -----

                        Tenants in Common*
                  -----

                        Corporation
                  -----

                        Trust
                  -----

                        Other
                  -----       ------------------------------------
                                                                   describe)
                  ------------------------------------------------

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

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

      D.    The undersigned agrees to furnish to the Company, upon request, such
            additional information as may be deemed necessary to determine the
            undersigned's suitability as an investor.


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


                                       6
<PAGE>
                                 SIGNATURE PAGE

Accepted as of October 20, 2003


------------------------------------
Velocity Express Corporation
By:


TH Lee Putnam Ventures, L.P.
(f/k/a TH Lee.Putnam Internet Partners, L.P.)

By: TH Lee Putnam Fund Advisors, L.P.,
its General Partner
By: TH Lee Putnam Fund Advisors, LLC.,
its General Partner


------------------------------------
Name: Doug Hsieh
Title: Principal

TH Lee Putnam Parallel Ventures, L.P.
(f/k/a TH Lee.Putnam Internet Parallel
Partners, L.P.)

By: TH Lee Putnam Fund Advisors, L.P.,
its General Partner
By: TH Lee Putnam Fund Advisors, LLC.,
its General Partner


------------------------------------
Name: Doug Hsieh
Title: Principal

THLi Coinvestment Partners, LLC


------------------------------------
Name: Doug Hsieh
Title: Principal

Blue Star I, LLC

By:
   ---------------------------------
Name: Thomas H, Lee
Title: Sole Member


                                       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 Stock Purchase Agreement, dated           , 2003,
by and between Velocity Express Corporation and the Entity to purchase and hold
the Shares, and certify further that the Stock Purchase Agreement has been duly
and validly executed on behalf of the Entity and constitutes a legal and binding
obligation of the Entity.

      IN WITNESS WHEREOF, I have set my hand this       day of      , 2003.



                                       ----------------------------------------
                                       (Signature)


                                       ----------------------------------------
                                       (Title)


                                       ----------------------------------------
                                       (Please Print Name)


                                       8
<PAGE>
                            ACCEPTANCE BY THE COMPANY

      Velocity Express Corporation hereby accepts the foregoing subscription to
the extent of 2,000,000 Shares and shall issue such Shares upon shareholder
approval of (i) the issuance of the Series I Preferred Stock and (ii) the
amendment of the Company's Certificate of Incorporation to increase the number
of shares authorized for issuance to 400,000,000 shares, of which 325,000,000
shares are Common Stock and 75,000,000 shares are Preferred Stock, at a meeting
of the Company's shareholders to be held no later than [January 31, 2004] or by
written consent executed no later than [January 31, 2004].

Velocity Express Corporation

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


                                       9



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.9
<SEQUENCE>6
<FILENAME>y90905exv99w9.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>
<PAGE>

                                                                       EXHIBIT 9

                          REGISTRATION RIGHTS AGREEMENT

            REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
October ___, 2003, among Velocity Express Corporation, a Delaware corporation
(the "Company) and the persons executing a Series I Purchaser Signature Page
attached hereto (each a "Series I Purchaser"). Capitalized terms used herein but
not otherwise defined have the meaning set forth in Section 1 hereof.

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

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

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

1. Definitions.

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

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

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

            "Registrable Securities" means, the Series I 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 I Purchasers" means any purchasers of Series I Preferred
Stock.

2. Demand Registrations.

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

(b)   Short-Form Registrations. Subject to the limitations and lock-up period
      set forth in the Series I Stock purchase Agreement, the holders of the
      Series I Registrable Securities will be entitled to request up to three
      (3) Short-Form Registrations in which the Company will pay all
      Registration Expenses;

                                       1
<PAGE>
      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 Form S-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, which investment banker(s) and manager(s) shall be nationally
      recognized, shall be made by the Company.

3. Piggyback Registrations.

(a)   Right to Piggyback. Subject to the lock-up period set forth in the Series
      I 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.

                                       2
<PAGE>
(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 tha
      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.

4. Holdback Agreements.

(a)   Each holder of Registrable Securities agrees not to effect any public sale
      or distribution (including sales pursuant to Rule 144) of equity
      securities of the Company, or any securities convertible into or
      exchangeable or exercisable for such securities, during the seven (7) days
      prior to and the ninety (90)-day period beginning on the effective date of
      any underwritten Demand Registration or any underwritten Piggyback
      Registration in which Registrable Securities are included (except as part
      of such underwritten registration), unless the underwriters managing the
      registered public offering otherwise agree.

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

5. Registration Procedures. Whenever the holders of Registrable Securities have
requested that any Registrable Securities be registered pursuant to this
Agreement, the Company will use its best efforts to effect the registration and
the sale of such Registrable Securities in accordance with the intended method
of disposition thereof including the registration of common stock that may be
obtained

                                       3
<PAGE>
upon conversion of Preferred Stock held by a holder of Registrable Securities
requesting registration, and pursuant thereto the Company will as expeditiously
as possible:

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

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

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

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

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

                                       4
<PAGE>
(i)   make available for inspection by any seller of Registrable Securities, any
      underwriter participating in any disposition pursuant to such registration
      statement and any attorney, accountant or other agent retained by any such
      seller or underwriter, all financial and other records, pertinent
      corporate documents and properties of the Company, and cause the Company's
      officers, directors, employees and independent accountants to supply all
      information reasonably requested by any such seller, underwriter,
      attorney, accountant or agent in connection with such registration
      statement;

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

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

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

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

6. Registration Expenses.

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

(b)   In connection with each Demand Registration and each Piggyback
      Registration, the Company will reimburse the holders of Registrable
      Securities covered by such registration for the reasonable fees

                                       5
<PAGE>
      and disbursements of one counsel chosen by the holders of a majority of
      the Registrable Securities initially requesting such registration.

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

7. Indemnification.

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

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

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

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

(b)   Indemnification of Company by the Selling Stockholders. Each Selling
      Stockholder, severally and not jointly, agrees to indemnify and hold
      harmless the Company, its directors, each of its officers who signed the
      registration statement and each person, if any, who controls the Company
      within the meaning of Section 15 of the Securities Act or Section 20 of
      the Exchange Act, against any and all loss, liability, claim, damage and
      expense described in the indemnity contained in Section 7(a) above, as
      incurred, but only with respect to untrue or alleged untrue statements or
      omissions made in the registration statement (or any amendment thereto),
      or any preliminary prospectus or any prospectus

                                       6
<PAGE>
      (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
      indemnifying party shall not have reimbursed such indemnified party in
      accordance with such request prior to the date of such settlement.

(e)   Contribution.

(i)   If a claim for indemnification under Section 7(a) or 7(b) is unavailable
      to an indemnified party because of a failure or refusal of a governmental
      authority to enforce such indemnification in accordance with its terms (by
      reason of public policy or otherwise), then each indemnifying party, in
      lieu of indemnifying such indemnified party, shall contribute to the
      amount paid or payable by such indemnified party as a result of such
      losses, in such proportion as is appropriate to reflect the relative fault
      of the indemnifying party and the indemnified party in connection with the
      actions, statements

                                       7
<PAGE>
      or omissions that resulted in such losses as well as any other relevant
      equitable considerations. The relative fault of such indemnifying party
      and indemnified party shall be determined by reference to, among other
      things, whether any action in question, including any untrue or alleged
      untrue statement of a material fact or omission or alleged omission of a
      material fact, has been taken or made by, or relates to information
      supplied by, such indemnifying party or indemnified party, and the
      parties' relative intent, knowledge, access to information and opportunity
      to correct or prevent such action, statement or omission. The amount paid
      or payable by a party as a result of any losses shall be deemed to
      include, subject to the limitations set forth in this Section, any
      reasonable attorneys' or other reasonable fees or expenses incurred by
      such party in connection with any proceeding to the extent such party
      would have been indemnified for such fees or expenses if the
      indemnification provided for in this Section was available to such party
      in accordance with its terms.

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

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

8. Participation in Underwritten Registrations. No Person may participate in any
registration hereunder which is underwritten unless such Person (a) agrees to
sell such Person's securities on the basis provided in any underwriting
arrangements approved by the Person or Persons entitled hereunder to approve
such arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements; provided, that no holder of
Registrable Securities included in any underwritten registration shall be
required to make any representations or warranties to the Company or the
underwriters other than representations and warranties regarding such holder,
such holder's Registrable Securities and such holder's intended method of
distribution or to undertake any indemnification obligations to the Company or
the underwriters with respect thereto, except as otherwise provided in Section 7
hereof.

9. Miscellaneous.

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

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

                                       8
<PAGE>
      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 I Purchasers:

                                    To the address for such Series I Purchaser
                                    indicated on the Series I Purchaser
                                    Signature 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.

                                       9
<PAGE>
(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.

                                    * * * * *

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

                          Velocity Express Corporation

                          By:______________________________________

                                       10
<PAGE>
                          SERIES I PURCHASERS SIGNATURE PAGE

                          By_____________________________________

                          Name:

                          Address for Notices:

                                       11

</TEXT>
</DOCUMENT>
</SUBMISSION>
