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<SEC-DOCUMENT>0000898432-06-000605.txt : 20060713
<SEC-HEADER>0000898432-06-000605.hdr.sgml : 20060713
<ACCEPTANCE-DATETIME>20060713161440
ACCESSION NUMBER:		0000898432-06-000605
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20060713
DATE AS OF CHANGE:		20060713
GROUP MEMBERS:		EXETER IV ADVISORS, INC.
GROUP MEMBERS:		EXETER IV ADVISORS, L.P.
GROUP MEMBERS:		KEITH R. FOX

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			VELOCITY EXPRESS CORP
		CENTRAL INDEX KEY:			0001002902
		STANDARD INDUSTRIAL CLASSIFICATION:	AIR COURIER SERVICES [4513]
		IRS NUMBER:				870355929
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0629

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-46377
		FILM NUMBER:		06960795

	BUSINESS ADDRESS:	
		STREET 1:		ONE MORNINGSIDE DRIVE NORTH
		STREET 2:		BUILDING B SUITE 300
		CITY:			WESTPORT
		STATE:			X1
		ZIP:			06880
		BUSINESS PHONE:		203-349-4160

	MAIL ADDRESS:	
		STREET 1:		ONE MORNINGSIDE DRIVE NORTH
		STREET 2:		BUILDING B SUITE 300
		CITY:			WESTPORT
		STATE:			X1
		ZIP:			06880

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	UNITED SHIPPING & TECHNOLOGY INC
		DATE OF NAME CHANGE:	19990512

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	U SHIP INC
		DATE OF NAME CHANGE:	19960313

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Exeter Capital Partners IV, L.P.
		CENTRAL INDEX KEY:			0001288589
		IRS NUMBER:				133967549
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		STREET 1:		10 EAST 53RD STREET, 32ND FL.
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
		BUSINESS PHONE:		(212) 872-1172

	MAIL ADDRESS:	
		STREET 1:		10 EAST 53RD STREET, 32ND FL.
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>exetercapital_sch13d.txt
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                                 (Rule 13d-102)

   INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)AND
               AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

                              (Amendment No. ___)*


                          VELOCITY EXPRESS CORPORATION
                                (Name of Issuer)

                          Common Stock, $.004 Par Value
                         (Title of Class of Securities)

                                    92257T103
                                 (CUSIP Number)

                        Exeter Capital Partners IV, L.P.
                         10 East 53rd Street, 32nd Floor
                               New York, NY 10022
                                 (212) 872-1175
                              Attn: Kurt Bergquist

                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                  July 3, 2006
             (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. [ ]


         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       NAME OF REPORTING PERSON
        Exeter Capital Partners I.V., L.P.

        S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
        I.R.S. Identification No. 13-3967549

- --------------------------------------------------------------------------------
 2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP             (a) [ ]
                                                                     (b) [x]
- --------------------------------------------------------------------------------
 3      SEC USE ONLY

- --------------------------------------------------------------------------------
 4      SOURCE OF FUNDS (See Instructions)

        OO (SEE ITEM 3)
- --------------------------------------------------------------------------------
 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 SHARES                    7      SOLE VOTING POWER
BENEFICIALLY OWNED BY                      3,571,143*
EACH REPORTING PERSON              ------------------------------------------
WITH                                8      SHARED VOTING POWER
                                           0
                                   ------------------------------------------
                                    9      SOLE DISPOSITIVE POWER
                                           3,571,143*
                                   ------------------------------------------
                                    10     SHARED DISPOSITIVE POWER
                                           0
- --------------------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         3,571,143*

- --------------------------------------------------------------------------------
12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
        CERTAIN SHARES                                          [ ]
- --------------------------------------------------------------------------------
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        19.76%**
- --------------------------------------------------------------------------------
14      TYPE OF REPORTING PERSON (See Instructions)

        PN
- -----------------------------------------------------------------------------
* Includes Common Stock issuable upon the exercise of the Warrant, which is
subject to certain conditions. See Item 6.
** See Item 5.

                                      -2-

<PAGE>

- --------------------------------------------------------------------------------
1       NAME OF REPORTING PERSON
        Exeter IV Advisors, L.P.

        S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

- --------------------------------------------------------------------------------
 2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**           (a) [ ]
                                                                     (b) [x]

- --------------------------------------------------------------------------------
 3      SEC USE ONLY

- --------------------------------------------------------------------------------
 4      SOURCE OF FUNDS (See Instructions)

        OO (SEE ITEM 3)

- --------------------------------------------------------------------------------
 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 SHARES                    7      SOLE VOTING POWER
BENEFICIALLY OWNED BY                      3,571,143*
EACH REPORTING PERSON              ------------------------------------------
WITH                                8      SHARED VOTING POWER
                                           0
                                   ------------------------------------------
                                    9      SOLE DISPOSITIVE POWER
                                           3,571,143*
                                   ------------------------------------------
                                    10     SHARED DISPOSITIVE POWER
                                           0
- --------------------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        3,571,143*
- --------------------------------------------------------------------------------
12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
        CERTAIN SHARES                                          [ ]

- --------------------------------------------------------------------------------
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        19.76%**

- --------------------------------------------------------------------------------
14      TYPE OF REPORTING PERSON (See Instructions)

        PN
- --------------------------------------------------------------------------------
* Includes Common Stock issuable upon the exercise of the Warrant, which is
subject to certain conditions. See Item 6.
** See Item 5.

                                      -3-

<PAGE>

- --------------------------------------------------------------------------------
1       NAME OF REPORTING PERSON
        Exeter IV Advisors, Inc.

        S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

- --------------------------------------------------------------------------------
 2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**           (a) [ ]
                                                                     (b) [x]
- --------------------------------------------------------------------------------
 3      SEC USE ONLY

- --------------------------------------------------------------------------------
 4      SOURCE OF FUNDS (See Instructions)

        OO (SEE ITEM 3)
- --------------------------------------------------------------------------------
 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 SHARES                    7      SOLE VOTING POWER
BENEFICIALLY OWNED BY                      3,571,143*
EACH REPORTING PERSON              ------------------------------------------
WITH                                8      SHARED VOTING POWER
                                           0
                                   ------------------------------------------
                                    9      SOLE DISPOSITIVE POWER
                                           3,571,143*
                                   ------------------------------------------
                                    10     SHARED DISPOSITIVE POWER
                                           0
- --------------------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         3,571,143*
- --------------------------------------------------------------------------------
12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
        CERTAIN SHARES                                          [ ]
- --------------------------------------------------------------------------------
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        19.76%**
- --------------------------------------------------------------------------------
14      TYPE OF REPORTING PERSON (See Instructions)

        CO
- --------------------------------------------------------------------------------
* Includes Common Stock issuable upon the exercise of the Warrant, which is
subject to certain conditions. See Item 6.
** See Item 5.

                                      -4-

<PAGE>

- --------------------------------------------------------------------------------
1       NAME OF REPORTING PERSON
        Keith R. Fox

        S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

- --------------------------------------------------------------------------------
 2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**           (a) [ ]
                                                                     (b) [x]
- --------------------------------------------------------------------------------
 3      SEC USE ONLY

- --------------------------------------------------------------------------------
 4      SOURCE OF FUNDS (See Instructions)

        OO (SEE ITEM 3)
- --------------------------------------------------------------------------------
 5      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED        [ ]
        PURSUANT TO ITEMS 2(d) or 2(e)

- --------------------------------------------------------------------------------
 6      CITIZENSHIP OR PLACE OF ORGANIZATION

        United Kingdom
- --------------------------------------------------------------------------------
NUMBER OF SHARES                    7      SOLE VOTING POWER
BENEFICIALLY OWNED BY                      3,571,143*
EACH REPORTING PERSON              ------------------------------------------
WITH                                8      SHARED VOTING POWER
                                           0
                                   ------------------------------------------
                                    9      SOLE DISPOSITIVE POWER
                                            3,571,143*
                                   ------------------------------------------
                                    10     SHARED DISPOSITIVE POWER
                                           0
- --------------------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         3,571,143*
- --------------------------------------------------------------------------------
12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
        CERTAIN SHARES                                          [ ]
- --------------------------------------------------------------------------------
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        19.76%**

- --------------------------------------------------------------------------------
14      TYPE OF REPORTING PERSON (See Instructions)

        IN

- --------------------------------------------------------------------------------
* Includes Common Stock issuable upon the exercise of the Warrant, which is
subject to certain conditions. See Item 6.
** See Item 5.

                                      -5-

<PAGE>


ITEM 1.   SECURITY AND ISSUER.

This statement on Schedule 13D relates to the Common Stock, par value $.004 per
share ("Common Stock"), of Velocity Express Corporation, a Delaware corporation
(the "Issuer"). The principal executive offices of the Issuer are located at One
Morningside Drive North, Bldg. B, Suite 300, Westport, Connecticut 06880.


ITEM 2.   IDENTITY AND BACKGROUND.

Exeter Capital Partners IV, L.P. ("Exeter Capital IV") is a limited partnership
organized under the laws of Delaware. Exeter IV Advisors, L.P. ("Exeter IV
Advisors"), a limited partnership organized under the laws of Delaware, is the
general partner of Exeter Capital IV. Exeter IV Advisors, Inc. ("Exeter IV
Inc."), a corporation organized under the laws of Delaware, is the general
partner of Exeter IV Advisors. Keith R. Fox (together with Exeter Capital IV,
Exeter IV Advisors and Exeter IV Inc., "Exeter"), a citizen of the United
Kingdom, is the sole shareholder of Exeter IV Inc. The principal business office
address of Exeter is 10 East 53rd Street, 32nd Floor, New York, New York 10022.
The principal business of Exeter is venture capital investing.

None of Exeter Capital IV, Exeter IV Advisors, Exeter IV Inc. or Mr. Fox have,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.

ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The purchase price paid in connection with the Stock and Warrant Purchase
Agreement, as further described below in Item 6, was paid out of Exeter's cash
on hand. The consideration tendered in connection with the Series A Preferred
Stock, Common Stock and Warrant Purchase Agreement - Share Consideration and the
Series A Preferred Stock, Common Stock and Warrant Purchase Agreement - Note and
Warrant Consideration, as further described below in Item 6, was the Old Shares
and the CD&L Shares (as each such term is defined in Item 6 below),
respectively.


ITEM 4.   PURPOSE OF TRANSACTION.

Exeter acquired its current holdings of the Issuer, as further described below
in Item 6, for investment purposes. Exeter's current holdings of the Issuer are
such as may enable Exeter to influence the management of the Issuer. Exeter may,
from time to time, make additional purchases of securities of the Issuer either
in the open market or in private transactions, or make take other actions
depending upon its evaluation of the Issuer's business, prospects and financial
condition, the market for the Issuer's Common Stock, other opportunities
available to Exeter, general economic and stock market conditions and other
factors. Depending upon such factors, Exeter may also decide to hold or dispose
of all or part of its investment. Exeter may also decide to participate in debt
financing by the Issuer. As a part of this ongoing review, Exeter may engage

                                      -6-

<PAGE>

legal and financial advisors to assist it in such review and in evaluating
strategic alternatives that are or may become available with respect to its
holdings in the Issuer. Any such transactions may be effected at any time and
from time to time, subject to any applicable limitations of the Securities Act
of 1933, as amended, the Securities Exchange Act of 1934, as amended, and other
applicable legal and contractual limitations, if any. Except as described
herein, Exeter has no present plan or proposal that relates to or would result
in any of the events, actions or conditions specified in paragraphs (a) through
(j) of Item 4 of Schedule 13D. However, as a part of its ongoing review of
investment alternatives, Exeter reserves the right to consider such matters in
the future and, subject to applicable laws and contractual limitations, if any,
may formulate a plan with respect to such matters.

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER.

(a) Exeter may be deemed the beneficial owner of 3,571,143 shares of Common
Stock (based on ownership by Exeter of 2,465,418 shares of Common Stock and the
Warrant, which is convertible into 1,105,725 shares of Common Stock), which
would represent approximately 19.76% of the Common Stock outstanding on an as
converted basis (based on 16,965,310 shares of Common Stock outstanding as of
May 12, 2006 as represented in the Issuer's Quarterly Report on Form 10-Q, filed
with the Commission on May 16, 2006 and added thereto for purposes of
calculating such percentage the shares of Common Stock held by Exeter on an as
converted basis). The exercisability of the Warrant is contingent upon certain
conditions as described below in Item 6.

(b) The information contained on the cover pages hereto is hereby incorporated
by reference to this Item 5(b).

(c) Except as described herein, Exeter has not effected any transactions with
respect to the Issuer within the past sixty days.

(d) Not Applicable.

(e) Not Applicable.


ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER

A.  Stock and Warrant Purchase Agreement
    ------------------------------------

Pursuant to that certain Stock and Warrant Purchase Agreement, by and between
Exeter Capital IV, as buyer, and the United States Small Business
Administration, in its capacity as court-appointed receiver for Exeter Venture
Lenders, L.P., as seller, dated as of July 3, 2006 (the "Stock and Warrant
Purchase Agreement"), a copy of which is attached hereto as Exhibit 10.1, the
seller sold to Exeter Capital IV (i) 65,617 shares of Series A Preferred Stock
of CD&L, Inc. ("CD&L"), (ii) 328,084 shares of common stock of CD&L and (iii)
warrants to purchase up to 84,375 shares of common stock of CD&L (collectively,
with (i) and (ii) above, the "Old Shares") for a purchase price of
$2,243,277.15.

                                      -7-

<PAGE>

B.  Merger
    ------

Contemporaneously with the execution and delivery of the Stock and Warrant
Purchase Agreement, CD&L entered into to an Agreement and Plan of Merger with
the Issuer and CD&L Acquisition Corp (the "Merger"). For information concerning
the Merger, please see the Current Report on Form 8-K filed with the Commission
by the Issuer on July 10, 2006.

C. Series A Preferred Stock, Common Stock and Warrant
   Purchase Agreement - Share Consideration
   --------------------------------------------------

Contemporaneously with the above, the Issuer, as buyer, entered into that
certain Series A Preferred Stock, Common Stock and Warrant Purchase Agreement -
Share Consideration, dated as of July 3, 2006, with Exeter Capital IV, as
seller, (the "Series A Preferred Stock, Common Stock and Warrant Purchase
Agreement - Share Consideration"), a copy of which is attached hereto as Exhibit
10.2, pursuant to which Exeter Capital IV transferred the Old Shares to the
Issuer in exchange for 2,465,418 shares of Common Stock of the Issuer.

D. Series A Preferred Stock, Common Stock and Warrant Purchase Agreement - Note
   and Warrant Consideration
   ----------------------------------------------------------------------------

Also in connection therewith, the Issuer, as buyer, entered into that certain
Series A Preferred Stock, Common Stock and Warrant Purchase Agreement - Note and
Warrant Consideration, dated as of July 3, 2006, with Exeter Capital IV, as
seller, (the "Series A Preferred Stock, Common Stock and Warrant Purchase
Agreement - Note and Warrant Consideration"), a copy of which is attached hereto
as Exhibit 10.3, pursuant to which the Issuer received (i) 65,617 shares of
Series A Preferred Stock of CD&L, (ii) 328,084 shares of common stock of CD&L
and (iii) warrants to purchase up to 84,375 shares of common stock of CD&L
(collectively, with (i) and (ii) above, the "CD&L Shares") from Exeter Capital
IV in exchange for 3,205 units of the Issuer (the "Units"), as described below.

E.  Unit Purchase Agreement
    -----------------------

As further described in the Unit Purchase Agreement, dated as of July 3, 2006
and entered into between the Issuer, the Guarantors (as defined therein) and
Exeter Capital IV (the "Unit Purchase Agreement"), a copy of which is attached
hereto as Exhibit 10.4, the Units are composed of (i) a 12% Senior Secured Note
of the Issuer due 2010 in the aggregate principal amount of $3,205,000 (the
"Senior Secured Note"), together with (ii) a Warrant to purchase 1,105,725
shares of Common Stock of the Issuer (the "Warrant").

F.  Senior Secured Note
    -------------------

The Senior Secured Note is governed by the Indenture (the "Indenture"), a copy
of which is attached hereto as Exhibit 10.5. The Senior Secured Note accrues
interest from and after December 30, 2006 at a rate of 12% per annum. Interest
is payable semi-annually in arrears, commencing June 30, 2007. The Senior
Secured Note may be redeemed, pursuant to certain terms and conditions as set
forth in the Indenture. The Senior Secured Note is guaranteed by the Issuer's
domestic subsidiaries. The Senior Secured Note is secured by a first-priority
lien, subject to permitted liens, on collateral consisting of substantially all
of the tangible and intangible assets of the Issuer and its domestic
subsidiaries. The trustee is required by the Indenture to subordinate the lien
securing the Senior Secured Note to the lien securing a working capital facility
if and when the Issuer enters into such a facility in compliance with the terms
of the Indenture. The Issuer is obligated to comply with certain customary
covenants.

                                      -8-

<PAGE>

Events of default under the Indenture include the failure of the Issuer to make
payments when due, the failure to comply with covenants, the occurrence of
certain defaults under other debt instruments, failure to pay one or more final
judgments aggregating in excess of $2.5 million and certain events of bankruptcy
or insolvency. Upon the occurrence of an event of default, maturity may be
accelerated and the Trustee may pursue other remedies. The terms of the
Indenture may be amended with the consent of the holders of at least 50% in
aggregate principal amount of the Senior Notes at such time outstanding.

G.  Warrant
    -------

A copy of the form of Warrant issued in connection with the Unit Purchase
Agreement is attached hereto as Exhibit 10.6. The Warrant may be exercised at
the option of the holder commencing on the approval by the stockholders of the
Issuer of the issuance of the Warrant in accordance with the rules of the NASDAQ
Stock Market, and ending at 5:00 P.M. Eastern Time on July 3, 2010. If the
Issuer does not obtain such stockholder approval of the issuance of the Warrant
on or before an approval deadline of October 31, 2006, then it is obligated to
pay to the holder of the Warrant certain liquidated damages. The initial
exercise price of the Warrant is $1.45 per share, subject to adjustment from
time to time as provided for therein. The Warrant is also subject to certain
automatic exercise provisions, as further described therein, if at any time
after July 3, 2008 the daily volume weighted average price of the Issuer's
Common Stock is equal to or exceeds $2.75 for twenty (20) of any thirty (30)
consecutive trading days. The Warrant is subject to certain antidilution
protections, as described therein. The Issuer shall not effect the exercise of
the Warrant to the extent that, after giving effect to such exercise, the holder
of the Warrant would beneficially own in excess of 4.99% of the shares of the
Issuer's Common Stock.

H.  Registration Rights Agreement
    -----------------------------

The shares of Common Stock underlying the Warrant and the shares acquired in
Series A Preferred Stock, Common Stock and Warrant Purchase Agreement - Share
Consideration (collectively, the " Velocity Shares") are covered by a
Registration Rights Agreement (the "Registration Rights Agreement"), a copy of
which is attached hereto as Exhibit 10.7. Under the terms of the Registration
Rights Agreement, the Issuer is obligated to file a registration statement with
the Commission, promptly after July 3, 2006 but no later than October 31, 2006
(the "Filing Deadline"), registering for resale the Velocity Shares. If the
registration statement is not filed by the Filing Deadline or the registration
is not declared effective by the Commission by December 29, 2006, or if after
the registration statement is declared effective sales cannot be made pursuant
to such registration statement for any reason other than certain delays
permitted under the Registration Rights Agreement, the Issuer will make certain
payments of the aggregate amount invested for the Velocity Shares then held for
each 30-day period or pro rata portion thereof following the date the
registration statement should have been effective. The Velocity Shares are also
entitled to piggyback registration rights whenever the Issuer proposes to file a
registration statement with respect to an offering for its own securities or for
the account of others of any class of securities of the Issuer, subject to
customary limitations imposed by the managing underwriter of such offering. The
Registration Rights Agreement also contains customary indemnity provisions in
favor of the holders of the Velocity Shares and the Issuer.

                                      -9-

<PAGE>


ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

        The following exhibits are filed with this statement:

Exhibit 10.1  Stock and Warrant Purchase Agreement (filed herewith).

Exhibit 10.2  Series A Preferred Stock, Common Stock and Warrant Purchase
              Agreement - Share Consideration (incorporated by reference to
              Exhibit 10.11 to the Issuer's Current Report on Form 8-K, filed
              with the Commission on July 10, 2006).

Exhibit 10.3  Series A Preferred Stock, Common Stock and Warrant Purchase
              Agreement - Note and Warrant Consideration (incorporated by
              reference to Exhibit 10.9 to the Issuer's Current Report on Form
              8-K, filed with the Commission on July 10, 2006).

Exhibit 10.4  Unit Purchase Agreement (incorporated by reference to Exhibit
              10.10 to the Issuer's Current Report on Form 8-K, filed with the
              Commission on July 10, 2006).

Exhibit 10.5  Indenture (incorporated by reference to Exhibit 4.1 to the
              Issuer's Current Report on Form 8-K, filed with the Commission on
              July 10, 2006).

Exhibit 10.6  Form of Warrant (incorporated by reference to Exhibit 10.2 to the
              Issuer's Current Report on Form 8-K, filed with the Commission on
              July 10, 2006).

Exhibit 10.7  Registration Rights Agreement (incorporated by reference to
              Exhibit 10.5 to the Issuer's Current Report on Form 8-K, filed
              with the Commission on July 10, 2006).

Exhibit 99    Joint Filing Agreement (filed herewith).


                                      -10-
<PAGE>


                                    SIGNATURE


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

Dated:  July 13, 2006

                                  EXETER CAPITAL PARTNERS IV, L.P.


                                  By:  /s/ Keith R. Fox
                                     -----------------------------
                                     Keith R. Fox



                                  EXETER IV ADVISORS, L.P.


                                  By:  /s/ Keith R. Fox
                                     -----------------------------
                                     Keith R. Fox


                                  EXETER IV ADVISORS, INC.


                                  By:  /s/ Keith R. Fox
                                     -----------------------------
                                     Keith R. Fox


                                  KEITH R. FOX


                                  By:  /s/ Keith R. Fox
                                     -----------------------------
                                     Keith R. Fox

                                      -11-

<PAGE>


                                  EXHIBIT INDEX


Exhibit 10.1  Stock and Warrant Purchase Agreement (filed herewith).

Exhibit 10.2  Series A Preferred Stock, Common Stock and Warrant Purchase
              Agreement - Share Consideration (incorporated by reference to
              Exhibit 10.11 to the Issuer's Current Report on Form 8-K, filed
              with the Commission on July 10, 2006).

Exhibit 10.3  Series A Preferred Stock, Common Stock and Warrant Purchase
              Agreement - Note and Warrant Consideration (incorporated by
              reference to Exhibit 10.9 to the Issuer's Current Report on Form
              8-K, filed with the Commission on July 10, 2006).

Exhibit 10.4  Unit Purchase Agreement (incorporated by reference to Exhibit
              10.10 to the Issuer's Current Report on Form 8-K, filed with the
              Commission on July 10, 2006).

Exhibit 10.5  Indenture (incorporated by reference to Exhibit 4.1 to the
              Issuer's Current Report on Form 8-K, filed with the Commission on
              July 10, 2006).

Exhibit 10.6  Form of Warrant (incorporated by reference to Exhibit 10.2 to the
              Issuer's Current Report on Form 8-K, filed with the Commission on
              July 10, 2006).

Exhibit 10.7  Registration Rights Agreement (incorporated by reference to
              Exhibit 10.5 to the Issuer's Current Report on Form 8-K, filed
              with the Commission on July 10, 2006).

Exhibit 99    Joint Filing Agreement (filed herewith).

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>exhibit10-1.txt
<DESCRIPTION>(STOCK AND WARRANT PURCHASE AGREEMENT)
<TEXT>

                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY


                      STOCK AND WARRANT PURCHASE AGREEMENT
                      ------------------------------------

     THIS STOCK AND WARRANT  PURCHASE  AGREEMENT (this  "AGREEMENT") is made and
entered into this 3rd day of July,  2006, by and between EXETER CAPITAL PARTNERS
IV, L.P., a Delaware limited  partnership  (the "BUYER"),  and the UNITED STATES
SMALL BUSINESS  ADMINISTRATION,  in its capacity as court-appointed receiver for
EXETER VENTURE LENDERS, L.P., a Delaware limited partnership (the "SELLER");

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS,  Seller is the record  owner of 65,617  shares (the  "SHARES")  of
Series A Preferred Stock, of CD&L, Inc., a Delaware corporation (the "COMPANY"),
which may be  converted  into a total of 656,170  shares of Common  Stock of the
Company; and

     WHEREAS,  Seller is also the record owner of 328,084 additional shares (the
"COMMON SHARES") of Common Stock of the Company; and

     WHEREAS,  Seller  has been  issued and  currently  holds  certain  Warrants
pursuant to a Warrant  Agreement (as defined below) (the  "WARRANTS")  entitling
Seller to purchase up to 84,375 shares of Common Stock of the Company; and

     WHEREAS,  Seller desires to sell and transfer to Buyer and Buyer desires to
purchase and acquire from Seller, all of the Shares, Common Shares and Warrants,
all upon the terms and conditions hereinafter set forth; and

     NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  hereinafter
contained  and for  other  good and  valuable  consideration,  the  receipt  and
sufficiency of which by each of the parties hereto is hereby acknowledged, it is
agreed as follows:

     1.   PURCHASE  OF SHARES,  COMMON  SHARES  AND  WARRANTS;  PURCHASE  PRICE.
Subject  to the  terms and  conditions  hereinafter  set  forth,  Seller  hereby
assigns,  transfers  and  delivers  to Buyer,  and Buyer  hereby  purchases  and
acquires from Seller,  all of Seller's  right,  title and interest in and to all
the  Shares,   Common   Shares  and  the  Warrants  for  a  purchase   price  of
$2,243,277.15, payable in cash.

     2.   CLOSING.

          2.1  CLOSING.   The  closing  (the  "CLOSING")  of  the   transactions
contemplated  under this  Agreement  shall take  place  simultaneously  with the
execution and delivery of this Agreement.  In connection  with the Closing,  the
Buyer  shall  deliver  the  purchase  price to the  Seller by wire  transfer  of

                                       1
<PAGE>

immediately  available  funds  pursuant to the  Seller's  instructions,  and the
Seller shall deliver the Shares,  Common  Shares and  Warrants,  together with a
fully  executed  form of  assignment  and  transfer in the form of EXHIBIT A, to
Velocity Express Corporation  ("VELOCITY") or its counsel, Budd Larner, P.C., in
accordance  with the Buyer's  separate  obligations to Velocity under the Exeter
Capital Purchase Agreements (as defined below).

          2.2  OBLIGATIONS OF PARTIES UNCONDITIONAL.  (a) Contemporaneously with
or  immediately  after the  execution  and delivery of this  Agreement,  (i) the
Company,  Velocity Express  Corporation  ("VELOCITY") and CD&L Acquisition Corp.
are entering into an Agreement and Plan of Merger (the "MERGER AGREEMENT"), (ii)
BNP Paribas is entering  into a Series A  Preferred  Stock and Warrant  Purchase
Agreement with Velocity (the "PARIBAS  PURCHASE  AGREEMENT"),  pursuant to which
Paribas shall sell and transfer shares of Series A Preferred Stock, Common Stock
and Warrants to Velocity,  (iii) the Buyer is entering into one or more Series A
Preferred Stock, Common Stock and Warrant Purchase Agreements with Velocity (the
"EXETER  CAPITAL  PURCHASE  AGREEMENTS"  and together with the Paribas  Purchase
Agreement, the "VELOCITY PURCHASE AGREEMENTS") pursuant to which the Buyer shall
sell  and  transfer  shares  of  Preferred  Stock,  Common  Stock  and  Warrants
(including  without  limitation  those  acquired  from  the  Seller  under  this
Agreement)  to  Velocity,  and (iv)  Velocity  proposes to issue and sell to the
Buyer,  and the Buyer proposes to purchase from Velocity,  certain of Velocity's
12% Senior Secured Notes due 2010 and Velocity's  warrants to purchase shares of
common stock of Velocity (the "NOTES AND WARRANTS TRANSACTION").

          (b)  It is understood and agreed that,  upon execution and delivery of
this Agreement by the parties, the obligations of Buyer and the Seller hereunder
to complete the purchase and sale of Shares,  Common  Shares and the Warrants as
provided in this Agreement are absolute and  unconditional;  the closing of such
purchase  and sale shall not in any way be subject  to or  conditioned  upon the
closing of any of the  transactions  contemplated by the Merger Agreement or the
Velocity Purchase Agreements, or the Notes and Warrants Transaction.

     3.   REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and
warrants to Buyer as follows:

          3.1  AUTHORIZATION.  Seller is duly organized, validly existing and in
good standing under the laws of its state of  organization.  Seller has the full
right,  power,  legal  capacity and  authority to execute this  Agreement and to
perform all of the  agreements,  undertakings,  covenants,  representations  and
warranties herein contained. This Agreement has been duly executed and delivered
by Seller and constitutes Seller's legal, binding and enforceable obligation.

          3.2  TITLE TO SHARES,  COMMON SHARES AND WARRANTS.  To the best of its
knowledge,  Seller is the sole  owner of and has the right to sell and  transfer
the  Shares,  Common  Shares  and  Warrants  to Buyer and to assign  its  rights
pursuant to the Accompanying  Agreements (as defined below) to the Buyer. To the
best of Seller's knowledge,  the Shares, Common Shares and Warrants are free and
clear of all liens, encumbrances,  claims, charges, assessments, rights, options
and warrants. To the best of Seller's knowledge,  upon execution and delivery of

                                       2
<PAGE>

this  Agreement  Buyer shall  receive good and  marketable  title to the Shares,
Common Shares and Warrants, free and clear of all liens.

          3.3  NO VIOLATION. The execution of this Agreement and the delivery of
the Shares and Warrants by Seller to Buyer and the  performance by Seller of its
respective   obligations  hereunder  and  the  consummation  by  Seller  of  the
transactions  contemplated  by this  Agreement  will  not:  (a)  contravene  any
provision of the governing documents of the Seller; or (b) conflict with, result
in any breach of the federal  court order  appointing  SBA as receiver of Exeter
Venture Lenders, L.P.

          3.4  Exclusivity of Representations. EXCEPT AS PROVIDED HEREIN, SELLER
EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES.

     4.   REPRESENTATIONS  AND WARRANTIES OF BUYER.  Buyer hereby represents and
warrants to Seller as follows:

          4.1  AUTHORIZATION.  Buyer is duly organized,  validly existing and in
good standing under the laws of its state of organization  and was not organized
for the specific  purpose of acquiring  the Shares,  Common  Shares or Warrants.
Buyer has the full right,  power,  legal  capacity and authority to execute this
Agreement  and  to  perform  all  of the  agreements,  undertakings,  covenants,
representations  and warranties herein contained.  The execution and delivery of
this Agreement and the issuance of the Senior Secured Note and Buyer Warrant has
been duly authorized by all necessary Buyer corporate action. This Agreement has
been duly executed and delivered by Buyer and constitutes Buyer's legal, binding
and enforceable obligation,  subject to bankruptcy,  insolvency,  reorganization
and other laws affecting  creditors rights  generally,  and subject to remedies,
the  enforcement  of which  vests  in the  discretion  of  courts  of  equitable
jurisdiction.

          4.2  NO VIOLATION. The execution of this Agreement and the performance
by Buyer of its respective  obligations  hereunder and the consummation by Buyer
of the transactions  contemplated by this Agreement will not: (a) contravene any
provision of the governing  documents of the Buyer; or (b) conflict with, result
in any breach of, or  constitute  a default (or an event which  would,  with the
passage of time or the giving of notice or both, constitute a default) under, or
give rise to a right to terminate,  amend,  modify,  abandon or accelerate,  any
contract or  agreement  which is  applicable  to,  binding  upon or  enforceable
against the Buyer; or (c) conflict with,  result in any breach of, or constitute
a default  (or an event which  would,  with the passage of time or the giving of
notice  or both,  constitute  a  default)  under,  any  applicable  law or other
governmental requirement.

          4.3  EXCLUSIVITY OF REPRESENTATIONS.  EXCEPT AS PROVIDED HEREIN, BUYER
EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES.

     5.   ASSIGNMENT OF RIGHTS UNDER ACCOMPANYING  AGREEMENTS.  By execution and
delivery of this Agreement, Seller hereby grants, assigns and transfers to Buyer

                                       3
<PAGE>

Seller's full right, title and interest in and to (a) that certain  Stockholders
Agreement dated April 14, 2004 by and among the Company and certain stockholders
of  the  Company  (the  "STOCKHOLDERS  AGREEMENT");  (b)  that  certain  Warrant
Agreement by and among the Company,  Buyer and the Investors dated as of January
29,  1999  (the  "WARRANT  AGREEMENT");  (c) that  certain  Registration  Rights
Agreement  dated  as of  April  14,  2004 by and  between  the  Company  and the
Investors  and  certain  other  investors   referenced   therein  (the  "COMPANY
REGISTRATION RIGHTS AGREEMENT"), and (d) that certain Restructuring and Exchange
Agreement dated as of April 14, 2004 by and among the Seller,  the Company,  the
Investors  and certain  other  stockholders  of the Company (the  "RESTRUCTURING
AGREEMENT" and collectively  with the Warrant  Agreement,  Company  Registration
Rights Agreement and the Stockholders Agreement, the "ACCOMPANYING AGREEMENTS").
Buyer  hereby  assumes  all  of  the  obligations  of  Seller  pursuant  to  the
Accompanying Agreements.

     6.   MISCELLANEOUS.

          6.1  NOTICE.

               (a)  Any  notice or other  communication  required  or  permitted
hereunder shall be in writing and shall be deemed to have been duly given on (i)
the date of service if served personally; (ii) three (3) business days after the
date of mailing, if mailed by first class mail, registered or certified, postage
prepaid,  return receipt requested; or (iii) one (1) business day after delivery
to the  courier  if sent by  private  courier  guaranteeing  next day  delivery,
delivery charges prepaid.

               (b)  Notices shall be sent to the following addresses:  (i) if to
Buyer,  to 10 East 53rd Street,  32nd Floor,  New York, New York 10022,  or such
other address as may hereafter be designated in writing by Buyer; and (ii) if to
Seller,  to SBA as Receiver for Exeter Venture Lenders,  LP attn: Gerry McClure,
666 11th Street,  NW Suite 200,  Washington,  DC 20416, or such other address as
may hereafter be designated in writing by the Seller.

          6.2  SEVERABILITY.  The invalidity of any provision of this Agreement,
or part  thereof,  shall  not  affect  the  validity  or  enforceability  of the
remainder of such provision and/or this Agreement.

          6.3. BENEFIT.  All the terms and provisions  hereof shall inure to the
benefit of and be binding upon the  successors  and assigns of the Buyer and the
respective successors and assigns of the Seller.

          6.4. COUNTERPARTS;   FACSIMILE  SIGNATURES.   This  Agreement  may  be
executed  in one or more  counterparts,  each of which  shall be deemed to be an
original,  and all of which  together  shall be deemed to constitute one and the
same  Agreement.  A facsimile  signature to this Agreement of any party shall be
considered to have the same binding legal effect as an original signature.

                                       4
<PAGE>

          6.5. HEADINGS.  The headings of the  paragraphs of this  Agreement are
for  convenience  and  reference  only  and do not  constitute  a part  of  this
Agreement and in no way modify,  interpret or construe the  understanding of the
parties hereto.

          6.6. GOVERNING LAW; JURISDICTION.

               (a)  This Agreement and the rights and obligations of the parties
hereunder  shall be construed  and enforced in  accordance  with the laws of the
State of Delaware,  without  giving effect to the principles to the conflicts of
law thereof.

               (b)  Each party to this Agreement irrevocable consents and agrees
that any legal  action or  proceeding  with  respect to this  Agreement  and any
action for enforcement of any judgment in respect thereof will be brought in the
United  Stated  District  Court  for the  Southern  District  of New  York  (the
"RECEIVERSHIP  COURT"),  and, by execution and delivery of this Agreement,  each
party to this  Agreement  irrevocably  submits to and  accepts for itself and in
respect  of  its  property,   generally  and   unconditionally,   the  exclusive
jurisdiction  of the  aforesaid  court  and  appellate  courts  from any  appeal
thereof.  Each  party to this  Agreement  further  irrevocably  consents  to the
service  of process  out of any of the  aforesaid  courts in any such  action or
proceeding  by the mailing of copies  thereof in the manner set forth in Section
6.1 hereof. Each party to this Agreement hereby irrevocably waives any objection
which it may now have or  hereafter  have to the  laying  of venue of any of the
aforesaid  actions or  proceedings  arising  out of or in  connection  with this
Agreement brought in the court referred to above and hereby further  irrevocably
waives and  agrees not to plead or claim in any such court that any such  action
or proceeding brought in any such court is an inconvenient forum.

          6.7. ENTIRE   AGREEMENT.   This  Agreement   constitutes   the  entire
understanding  between the parties  hereto and may not be changed,  nor modified
orally,  but only by the  amendment to the  Agreement in writing,  signed by the
party against whom enforcement of any change or modification in sought.

          6.8. INTEGRATION.  This Agreement  supersedes all prior agreements and
understandings  among  the  parties  to this  Agreement  and  contains  the full
understanding  of the parties  hereto with respect to the subject matter hereof;
and there are no representations,  warranties,  agreements or undertakings other
than expressly contained herein or therein.

          6.9  INTERPRETATION. In all references herein to any parties, persons,
entities  or  corporations,  the use of any  particular  gender or the plural or
singular number is intended to include the  appropriate  gender or number as the
text of the within instrument may require.

          6.10 MODIFICATION. This Agreement may be modified or amended only by a
written  instrument duly signed by all of the parties hereto or their respective
successors or assigns.

          6.11 ASSIGNMENTS AND SUCCESSORS. No party may assign any of its rights
under this Agreement  without the prior written  consent of the other parties to
this Agreement. Subject to the preceding sentence, this Agreement will apply to,
be binding in all respects  upon, and inure to the benefit of the successors and
permitted assigns of the parties.

                                       5
<PAGE>

          6.12 BENEFITS  ONLY TO PARTIES.  Nothing  expressed by or mentioned in
this  Agreement  is intended or shall be construed to give any person other than
the parties hereto and their  respective  successors  and permitted  assigns any
legal or equitable right,  remedy or claim under or in respect of this Agreement
or any  provision  herein  contained,  this  Agreement  and all  conditions  and
provisions  hereof  being  intended  to be and being for the sole and  exclusive
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns.

          6.13 FURTHER ASSURANCES.  Each Seller and Buyer, at their own cost and
expense,  promptly shall execute such documents and other  instruments  and take
such further actions as may be reasonably required or desirable to carry out the
provisions hereof and to consummate the transactions contemplated hereby.

          6.14 WAIVER  OF TRIAL  BY JURY.  EACH OF THE  PARTIES  HERETO,  TO THE
EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL
BY  JURY  IN  ANY  ACTION,  PROCEEDING  OR  COUNTERCLAIM,  ARISING  OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OR ANY MATTER ARISING HEREUNDER.

          6.15 RECITALS.  The recitals to this Agreement are incorporated herein
by  this  reference  and  shall  be  construed  as if  they  are a part  of this
Agreement.


                            [SIGNATURE PAGE FOLLOWS]

                                       6
<PAGE>

     IN WITNESS  WHEREOF,  Seller and Buyer have executed this Stock and Warrant
Purchase Agreement as of the date first above written.

                                  BUYER:

                                  EXETER CAPITAL PARTNERS IV, L.P.,
                                  a Delaware limited partnership


                                  By:      /s/ Keith R. Fox
                                     -------------------------------------------
                                  Print Name:  Keith R. Fox
                                  Print Title:




                                  SELLER:

                                  UNITED STATES SMALL  BUSINESS  ADMINISTRATION,
                                  IN ITS  CAPACITY AS  COURT-APPOINTED  RECEIVER
                                  FOR EXETER VENTURE  LENDERS,  L.P., a Delaware
                                  limited partnership




                                  By:      /s/ Thomas G. Morris
                                    --------------------------------------------
                                  Print Name: Thomas G. Morris
                                  Print Title: Director, Office of Liquidation


            [Signature Page to Stock and Warrant Purchase Agreement]

                                       7
<PAGE>

                                                                       EXHIBIT A
                                                                       ---------


                             STOCK AND WARRANT POWER

     FOR VALUE RECEIVED,  the undersigned,  does, effective as of July 3,  2006
hereby sell,  assign and transfer  unto EXETER  CAPITAL  PARTNERS IV, L.P.:  (i)
Sixty Five Thousand Six Hundred Seventeen  (65,617) shares of Series A Preferred
Stock of CD&L,  Inc., a Delaware  corporation;  (ii) Three Hundred  Twenty Eight
Thousand Eighty-Four  (328,084) shares of Common Stock of CD&L, Inc., a Delaware
corporation;  and (iii) a Warrant  entitling the  undersigned  to purchase up to
Eighty Four Thousand Three Hundred  Seventy Five (84,375) shares of Common Stock
of CD&L, Inc., a Delaware corporation,  represented by Stock Certificates No. __
and No___  and  Warrant  No.  ___,  respectively,  and does  hereby  irrevocably
constitute  and appoint the  Secretary  of the said  corporation  as attorney to
transfer  said  stock  on the  books  of said  corporation  with  full  power of
substitution in the premises.

     IN WITNESS WHEREOF,  the undersigned has set his hand as of the 3rd day of
July, 2006.

                                  UNITED STATES SMALL BUSINESS ADMINISTRATION IN
                                  ITS CAPACITY AS  COURT-APPOINTED  RECEIVER FOR
                                  EXETER  VENTURE  LENDERS,   L.P.,  a  Delaware
                                  limited partnership


                                  By:  /s/ Thomas G. Morris
                                     -------------------------------------------
                                  Print Name: Thomas G. Morris
                                  Print Title: Director, Office of Liquidation

[MEDALLION GUARANTEE]


By:
   -------------------

                                       8
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>jointfilingagreement.txt
<DESCRIPTION>(JOINT FILING AGREEMENT)
<TEXT>


Exhibit 99

                             JOINT FILING AGREEMENT

         In accordance with Rule 13d-1(k)(1)(iii) promulgated under the
Securities Exchange Act of 1934, as amended, the persons named below agree to
the joint filing on behalf of each of them of a statement on Schedule 13D
(including amendments thereto) with respect to the common stock, par value $.004
per share, of Velocity Express Corporation, and further agree that this Joint
Filing Agreement be included as an exhibit to the Schedule 13D. Each party to
this Joint Filing Agreement expressly authorizes each other party to file on its
behalf any and all amendments to such statements. In evidence thereof, the
undersigned, being duly authorized, hereby execute this agreement this 13th day
of July, 2006.

                                  EXETER CAPITAL PARTNERS IV, L.P.


                                  By:  /s/ Keith R. Fox
                                     -----------------------------
                                     Keith R. Fox



                                  EXETER IV ADVISORS, L.P.


                                  By:  /s/ Keith R. Fox
                                     -----------------------------
                                     Keith R. Fox


                                  EXETER IV ADVISORS, INC.


                                  By:  /s/ Keith R. Fox
                                     -----------------------------
                                     Keith R. Fox


                                  KEITH R. FOX


                                  By:  /s/ Keith R. Fox
                                     -----------------------------
                                     Keith R. Fox


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
