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                                                                       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;

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      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.

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(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

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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);

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(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

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      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

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      (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

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      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

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      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.

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<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

