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

                                  SCHEDULE 13D

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 7)

                          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 53rd Street
                          New York, New York 10022-4675
                                 (212) 446-4800


                                DECEMBER 19, 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 21 Pages
<PAGE>
CUSIP No. 922-57T-202                 13D                     Page 2 of 21 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
--------------------------------------------------------------------------------
 NUMBER OF        7     SOLE VOTING POWER
  SHARES
BENEFICIALLY      --------------------------------------------------------------
 OWNED BY         8     SHARED VOTING POWER
   EACH
 REPORTING                     28,385,152  (See Item 5)
  PERSON          --------------------------------------------------------------
   WITH           9     SOLE DISPOSITIVE POWER

                  --------------------------------------------------------------
                  10    SHARED DISPOSITIVE POWER

                               28,385,152 (See Item 5)
--------------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            28,385,152 (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)

            83.9%
--------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON*

            PN
--------------------------------------------------------------------------------


* SEE INSTRUCTIONS.
<PAGE>
CUSIP No. 922-57T-202                 13D                     Page 3 of 21 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
--------------------------------------------------------------------------------
  NUMBER OF       7     SOLE VOTING POWER
   SHARES
BENEFICIALLY      --------------------------------------------------------------
 OWNED BY         8     SHARED VOTING POWER
   EACH
 REPORTING                     20,868,382  (See Item 5)
  PERSON          --------------------------------------------------------------
   WITH           9     SOLE DISPOSITIVE POWER

                  --------------------------------------------------------------
                  10    SHARED DISPOSITIVE POWER

                               20,868,382 (See Item 5)
--------------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            20,868,382 (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)

            79.3%
--------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON*

            PN
--------------------------------------------------------------------------------


* SEE INSTRUCTIONS.
<PAGE>
CUSIP No. 922-57T-202                 13D                     Page 4 of 21 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
--------------------------------------------------------------------------------
  NUMBER OF       7     SOLE VOTING POWER
   SHARES
BENEFICIALLY      --------------------------------------------------------------
 OWNED BY         8     SHARED VOTING POWER
   EACH
 REPORTING                     51,505,011  (See Item 5)
  PERSON          --------------------------------------------------------------
   WITH           9     SOLE DISPOSITIVE POWER

                  --------------------------------------------------------------
                  10    SHARED DISPOSITIVE POWER

                               51,505,011  (See Item 5)
--------------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            51,505,011  (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)

            90.4%
--------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON*

            PN
--------------------------------------------------------------------------------


* SEE INSTRUCTIONS.
<PAGE>
CUSIP No. 922-57T-202                 13D                     Page 5 of 21 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
--------------------------------------------------------------------------------
  NUMBER OF       7     SOLE VOTING POWER
   SHARES
BENEFICIALLY      --------------------------------------------------------------
 OWNED BY         8     SHARED VOTING POWER
   EACH
 REPORTING                     51,505,011  (See Item 5)
  PERSON          --------------------------------------------------------------
   WITH           9     SOLE DISPOSITIVE POWER

                  --------------------------------------------------------------
                  10    SHARED DISPOSITIVE POWER

                               51,505,011  (See Item 5)
--------------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            51,505,011  (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)

            90.4%
--------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON*

            OO
--------------------------------------------------------------------------------


* SEE INSTRUCTIONS.
<PAGE>
CUSIP No. 922-57T-202                 13D                     Page 6 of 21 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
--------------------------------------------------------------------------------
  NUMBER OF       7     SOLE VOTING POWER
   SHARES
BENEFICIALLY      --------------------------------------------------------------
 OWNED BY         8     SHARED VOTING POWER
   EACH
 REPORTING                     51,505,011  (See Item 5)
  PERSON          --------------------------------------------------------------
   WITH           9     SOLE DISPOSITIVE POWER

                  --------------------------------------------------------------
                  10    SHARED DISPOSITIVE POWER

                               51,505,011 (See Item 5)
--------------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            51,505,011 (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)

            90.4%
--------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON*

            PN
--------------------------------------------------------------------------------


* SEE INSTRUCTIONS.
<PAGE>
CUSIP No. 922-57T-202                 13D                     Page 7 of 21 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
--------------------------------------------------------------------------------
  NUMBER OF       7     SOLE VOTING POWER
   SHARES
BENEFICIALLY      --------------------------------------------------------------
  OWNED BY        8     SHARED VOTING POWER
   EACH
 REPORTING                     51,505,011 (See Item 5)
  PERSON          --------------------------------------------------------------
   WITH           9     SOLE DISPOSITIVE POWER

                  --------------------------------------------------------------
                  10    SHARED DISPOSITIVE POWER

                               51,505,011 (See Item 5)
--------------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            51,505,011 (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)

            90.4%
--------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON*

            OO
--------------------------------------------------------------------------------


* SEE INSTRUCTIONS.
<PAGE>
CUSIP No. 922-57T-202                 13D                     Page 8 of 21 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
--------------------------------------------------------------------------------
  NUMBER OF       7     SOLE VOTING POWER
   SHARES
BENEFICIALLY      --------------------------------------------------------------
  OWNED BY        8     SHARED VOTING POWER
   EACH
 REPORTING                     1,624,768  (See Item 5)
  PERSON          --------------------------------------------------------------
   WITH           9     SOLE DISPOSITIVE POWER

                  --------------------------------------------------------------
                  10    SHARED DISPOSITIVE POWER

                               1,624,768  (See Item 5)
--------------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            1,624,768 (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)

            22.9%
--------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON*

            OO
--------------------------------------------------------------------------------


* SEE INSTRUCTIONS.
<PAGE>
CUSIP No. 922-57T-202                 13D                     Page 9 of 21 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
--------------------------------------------------------------------------------
  NUMBER OF       7     SOLE VOTING POWER
   SHARES
BENEFICIALLY      --------------------------------------------------------------
  OWNED BY        8     SHARED VOTING POWER
   EACH
 REPORTING                     626,709  (See Item 5)
  PERSON          --------------------------------------------------------------
   WITH           9     SOLE DISPOSITIVE POWER

                  --------------------------------------------------------------
                  10    SHARED DISPOSITIVE POWER

                               626,709 (See Item 5)
--------------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            626,709 (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)

            10.3%
--------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON*

            OO
--------------------------------------------------------------------------------


* SEE INSTRUCTIONS.
<PAGE>
CUSIP No. 922-57T-202                 13D                    Page 10 of 21 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
--------------------------------------------------------------------------------
  NUMBER OF       7     SOLE VOTING POWER
   SHARES
BENEFICIALLY      --------------------------------------------------------------
 OWNED BY         8     SHARED VOTING POWER
   EACH
 REPORTING                     51,505,011  (See Item 5)
  PERSON          --------------------------------------------------------------
   WITH           9     SOLE DISPOSITIVE POWER

                  --------------------------------------------------------------
                  10    SHARED DISPOSITIVE POWER

                               51,505,011 (See Item 5)
--------------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            51,505,011 (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)

            90.4%
--------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON*

            IN
--------------------------------------------------------------------------------


* SEE INSTRUCTIONS.


<PAGE>



         ITEM 1. SECURITY AND ISSUER

         This Amendment No. 7 (the "Amendment") dated December 23, 2003, amends
Amendment No. 6 to Schedule 13D dated December 4, 2003, Amendment No. 5 dated
November 4, 2003, Amendment No. 4 dated October 30, 2003, Amendment No. 3, dated
October 22, 2003, 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

         The paragraphs which amended Item 4 originally set forth in Amendment
No. 3 to Schedule 13D dated October 22, 2003 are hereby amended and restated as
follows:

         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. On October 24,
2003 THLPV purchased an additional 3,554,435 shares of Series I Preferred Stock.
On November 26, 2003 THLPV purchased an additional 3,733,333 shares of Series I
Preferred Stock. On December 19, 2003, THLPV purchased an additional 3,355,564
shares of Series I Preferred Stock. 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 on October 20, 2003, $5,331,652 on
October 24, 2003, $5,600,000 on November 26, 2003 and $5,033,346 on December 19,
2003 to the Issuer as consideration for the full purchase price of the Series I
Preferred Stock. 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 THLPV's Series I Preferred Stock into
Common Stock, THLPV would acquire a total of 126,433,320 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
126,433,320 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 12,643,332
shares of Series I Preferred Stock held by THLPV represent 75.21% of the Series
I Preferred Stock outstanding. THLPV has entered into an agreement with the
Issuer to invest on or before December 15, 2003, pursuant to a Letter Agreement
dated October 23, 2003, attached hereto as Exhibit 10 and incorporated herein by
reference, (the "Letter Agreement"), 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 in addition to the $3,000,000 which had already been invested by THLPV as
of October 23, 2003 (less any amounts invested by other purchasers of Series I
Preferred Stock). In all cases, the purchase price paid by THLPV for shares of
Series I Preferred Stock was $1.50 per share. As of the date hereof, THLPV has
purchased the full amount of its $15,500,000 commitment under the Letter
Agreement and THLPV has invested an aggregate amount of $15,965,000 as
consideration for 12,643,332 shares of Series I Preferred Stock.


                              Page 11 of 21 Pages
<PAGE>
         In connection with the initial issuance of the 3,355,564 Shares of
Series I Preferred Stock to THLPV on December 19, 2003 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.

         (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 51,505,011 shares of the
Issuer's Common Stock, or 90.4% 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) 8,914,295 shares of Common Stock issuable upon conversion of Series
B Preferred Stock directly beneficially owned by the U.S. Fund, 6,578,450 shares
of Common Stock issuable upon conversion of Series B Preferred Stock directly
beneficially owned by the Non-U.S. Fund, 507,795 shares of Common Stock issuable
upon conversion of Series B Preferred Stock directly beneficially owned by the
Co Investor, and 192,870 shares of Common Stock issuable upon conversion of
Series B Preferred Stock directly beneficially owned by Blue Star;

         (ii) 4,407,758 shares of Common Stock issuable upon conversion of
Series C Preferred Stock directly beneficially owned by the U.S. Fund, 3,252,777
shares of Common Stock issuable upon conversion of Series C Preferred Stock
directly beneficially owned by the Non-U.S. Fund, 250,298 shares of Common Stock
issuable upon conversion of Series C Preferred Stock directly beneficially owned
by the Co Investor, and 96,151 shares of Common Stock issuable upon conversion
of Series C Preferred Stock directly beneficially owned by Blue Star;

         (iii) 1,819,267 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, 1,342,558 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, 103,306 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 39,687 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) 5,460,047 shares of Common Stock issuable upon conversion of
Series D Preferred Stock directly beneficially owned by the U.S. Fund, 4,029,327
shares of Common Stock issuable upon conversion of Series D Preferred Stock
directly beneficially owned by the Non-U.S. Fund, 309,447 shares of Common Stock
issuable upon conversion of Series D Preferred Stock directly beneficially owned
by the Co Investor, and 119,710 shares of Common Stock issuable upon conversion
of Series D Preferred Stock directly beneficially owned by Blue Star;

         (v) 1,161,901 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, 857,446 shares of
Common Stock issuable upon the exercise, and subsequent conversion to Common
Stock, of warrants to


                              Page 12 of 21 Pages
<PAGE>
purchase Series D Preferred Stock directly beneficially owned by the Non-U.S.
Fund, 65,855 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 25,470 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) 1,519,719 shares of Common Stock issuable upon conversion of
Series G Preferred Stock directly beneficially owned by the U.S. Fund, 1,124,075
shares of Common Stock issuable upon conversion of Series G Preferred Stock
directly beneficially owned by the Non-U.S. Fund, 85,835 shares of Common Stock
issuable upon conversion of Series G Preferred Stock directly beneficially owned
by the Co Investor, and 35,245 shares of Common Stock issuable upon conversion
of Series G Preferred Stock directly beneficially owned by Blue Star;

         (vii) 3,708,553 shares of Common Stock issuable upon conversion of
Series H Preferred Stock directly beneficially owned by the U.S. Fund, 2,695,261
shares of Common Stock issuable upon conversion of Series H Preferred Stock
directly beneficially owned by the Non-U.S. Fund, 221,132 shares of Common Stock
issuable upon conversion of Series H Preferred Stock directly beneficially owned
by the Co Investor, and 86,026 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:

         126,433,320 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;

                              Page 13 of 21 Pages
<PAGE>
         (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;

         (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 62.01% 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 44.66% 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 24.99% of outstanding Series C Preferred Stock of
                  the Issuer assuming the exercise of such warrants and 17.71%
                  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 49.99%
                  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

                              Page 14 of 21 Pages
<PAGE>
                  Series D Preferred Stock of the Issuer assuming exercise of
                  such warrants and 17.54% 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 21.77% 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 36.71% 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 9.06% of the Common Stock 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 13.00% 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 28,385,152 shares of the Issuers Common Stock,
                  representing 81.7% 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 54.64% 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 37.32% 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 19.73% 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 42.45%
                  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 13.57% 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 15.32% 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
                  33.04% 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 6.75% 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
                  9.79% 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 20,868,382 shares
                  of the Issuers Common Stock, representing 79.3% 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 8.51% of the Issuer's
                  Common Stock assuming conversion of the Series B Preferred
                  Stock held by the Co Investor; (ii) directly

                              Page 15 of 21 Pages
<PAGE>
                  beneficially owns 62,520 shares of Series C Preferred Stock
                  representing 3.13% of the outstanding shares of Series C
                  Preferred Stock and 4.38% 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 1.73% 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 5.36% 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 Stock representing 0.44% of the outstanding Series
                  D Preferred Stock of the Issuer assuming exercise of such
                  warrants and 1.19% 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
                  1.55% 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 3.89% 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 0.88% 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 1,624,768
                  shares of the Issuers Common Stock, representing 22.9% 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 3.41% 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
                  1.73% 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 0.72% 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 2.14% 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 0.46% 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 0.64% 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 1.55%
                  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

                              Page 16 of 21 Pages
<PAGE>
                  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 626,709 shares of the
                  Issuer's Common Stock, representing 10.3% 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 74.78% 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 59.45% of the 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 37.70% 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 64.49% 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 27.87% 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 33.61%
                  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 55.13%
                  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 15.27% 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 21.28% 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 51,505,011 shares of the Issuers Common Stock,
                  representing 90.4% 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 89.0% 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

                              Page 17 of 21 Pages
<PAGE>
                  approval, pursuant to Rule 13d-3(d)(1)(i), the Reporting
                  Persons would not be deemed to be beneficial owner any of the
                  126,433,320 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 95.86% 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 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 December 23,
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.**

                              Page 18 of 21 Pages
<PAGE>
         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.**

         Exhibit 10 - Letter 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 23, 2003.***

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

         ** Previously filed with Amendment No. 3 to this Schedule 13D dated
October 22, 2003.

         ***Previously filed with Amendment No. 4 to this Schedule 13D dated
October 30, 2003.

                              Page 19 of 21 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: December 23, 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 20 of 21 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

                                   BLUE STAR I, LLC

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

                              Page 21 of 21 Pages

