Investor Presentation Dated February 13, 2007

Regulation G and Safe Harbor

Regulation G

This presentation contains disclosures regarding our “Adjusted EBIDTA”, which is a non-GAAP financial measure as

defined by Regulation G of the rules of the Securities and Exchange Commission. For a description of the reasons the

Company uses this measure and a reconciliation of Adjusted EBITDA to the nearest GAAP equivalent see “Appendix 1:

Reconciliation of Non-GAAP Financial Measures”

beginning on page 25.

Forward-Looking Statements

This presentation, including the oral statements made during the

course of this presentation, contain forward-looking

statements regarding future events and the future performance of

Velocity Express Corporation. The words “believe,”

“plan,”

“continue,”

“hope,”

“estimate,”

“project,”

“intend,”

“expect,”

“targets”

and similar expressions are intended to identify

such forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could

cause actual results to differ materially from historical results or from those results presently anticipated or projected.

These risks include, but are not limited to, the following risks: we may never achieve or sustain profitability; we may not be

successful in integrating CD&L and may fail to achieve the expected cost savings from the CD&L acquisition, including

due to the challenges of combining the two companies, reducing overlapping functions, retaining key employees and other

related risks; we may be unable to fund our future capital needs; our large customers could reduce or discontinue using

our services; we may be unable to successfully compete in our markets; we could be exposed to litigation stemming from

the accidents or other activities of our drivers; we could be required to pay withholding taxes and extend employee

benefits to our independent contractors; our ability to operate and financial flexibility are limited by the agreements

governing our debt; we may be required to redeem our debt at a time when we do not have the proceeds to do so; and the

other risks identified in the section entitled “Risk Factors”

in the Company’s Annual Report on Form 10-K for the year

ended July 1, 2006, as well as in the other documents that we file from time to time with the Securities and Exchange

Commission. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these

forward-looking statements. Furthermore, forward-looking statements speak only as of the date they are made. We do

not undertake any obligation to update or review any such forward-looking information, whether as a result of new

information, future events or otherwise.

CD&L Revenue vs. COPS Integration Schedule

•

S. Carolina

•

Indy

•

Little Rock

•

N. Carolina

•

Ohio

•

Michigan

•

Knoxville

•

Nashville

•

So Cal

•

Pitney

Bowes (NC)

•

Baltimore

•

New Orleans

•

OK City

•

San Antonio

•

Windsor

•

Boston

•

New

England

•

Seattle

•

Upstate

New York

•

Vermont

•

Edison

•

Teterboro

•

Brooklyn

•

Florida

•

Pitney

Bowes

sites

•

Northern Cal

•

Las Vegas

•

Reno

•

NYC

•

Banking

Source: Coordinated Schedule (Dec. 2, 2006), CDL May 2006 Revenue by Location

Note: Analysis does not adjust for Special Billing customers, whose revenue may be integrated sooner

Sep 16

Sep 23

Sep 30

Oct 7

Oct 14

Oct 21

Oct 28

Nov 4

Nov 11

Nov 18

Nov 25

Dec 2

Dec 9

Dec 16

Dec 23

Dec 30

Jan 6

Jan 13

Jan 20

March

100

Corporate Operating Expense Savings Status

HIGHLIGHTS:

•

Actual bound insurance policies provide less risk AND lower premiums

•

Savings from consolidation of professional service relationships

and public

company expense

are as expected

•

Conversion to new travel policies and fewer travelers is saving as expected

Days

31-Jan

31-Mar

Total

Insurance

1.8

180

1.8

120

2.4

0.4

2.8

Professional Fees

1.8

360

1.8

180

0.9

1.8

Travel

0.4

0.9

0.8

0.1

0.9

Board Fees, etc.

0.4

0.0

0.4

Total

4.4

4.9

4.5

1.4

5.9

10/3 Investor

Presentation

Original

View

Actual / Plan

Status of Staffing Saving

HIGHLIGHTS:

•

Achieved majority of staffing synergies as of January 31

•

Slight decrease in corporate reductions due to technology initiatives critical

to key accounts

•

Field synergies will exceed initial expectations

Days

31-Jan

31-Mar

Total

Field Staff - Cost of Delivery

1.4

0.1

1.5

Field Staff - Operating Expense

5.7

0.6

6.4

Management / Sales

4.0

0 to 120

2.6

0 to 120

2.2

0.0

2.2

Accounting / IT

3.0

0 to 180

3.0

0 to 180

2.1

0.5

2.7

Total

$13.0

$12.7

$11.4

$1.3

$12.7

0 to 120

6.0

0 to 120

7.1

Original View

10/3 Investor

Presentation

Actual / Current Plan

Field Operating Expense Savings Status

HIGHLIGHTS:

•

Occupancy savings higher than original projection

•

Line haul synergies on track to date with substantial, but not-yet-

quantified upside opportunities

•

All employee drivers have been converted to Independent Contractors

Days

31-Jan

31-Mar

30-Jun

Total

Occupancy

4.0

30 to 120

4.3

30 to 360

1.7

1.2

4.6

Line Haul/Agents

0.6

0.8

0 to 30

0.8

0.0

0.8

Driver Conversion

0.4

0.5

0 to 90

0.5

0.0

0.5

Total

$5.0

$5.6

$3.0

$1.7

$1.2

$5.9

Original View

Actual/Current Plan

10/3 Investor

Presentation

Revenue Status

•

Original projection assumed $20MM merger-related revenue loss

•

Merger-related

customer

losses

date

total

$10MM

–

Wachovia,

several smaller banking customers

•

Office Depot loss ($23MM, including Allied) was not merger-related

•

New revenue starts for current customers and new customers have

replaced $8MM (annual run rate) to date

•

Proposal pipeline is strong

•

Revenue growth incentive launched targeting large customers

•

January customer enrollments represent current volume of $32MM with $8

to $12MM growth potential

•

Margins expected to improve as volume leverage offsets pricing impact

Sales Force Restructuring

•

Sales force realigned to increase effectiveness of both new account generation

and existing account maintenance

•

Independent senior logistics representatives with specific market expertise to

close large opportunities in specific segments are being recruited

•

High commission, no salary create incentive for rapid revenue growth

•

Business development employees will focus exclusively on driving

new

revenue

•

Commission

increased

for

first

year

revenue.

commissions

for

subsequent

years.

•

New positions of Chief Account Officer and Regional Account Director will drive

maintenance and growth of existing account base

•

Compensated based on retention of accounts and maintenance and growth of

revenue within existing accounts.

Franchise Development

•

Franchise

model

developed

with

King

and

Spalding

better

serve-our

national

customers

expanding

our

capability

into

markets

where

not

have

density

provide

service

ourselves

•

Service

will

Velocity

branded,

will

utilize

our

technology,

and

will

managed

ensure

delivery

service

metrics

•

Velocity

handles

invoicing

and

collections.

Collection,

net

franchise

fee,

remitted

franchisee.

Velocity

will

recognize

revenue-on

franchise

fee,

not

gross

invoice.

•

UFOC

filed

•

First

franchise

agreement

signed

North

Dakota

•

Multiple

additional

prospects

pipeline

Global Alliance Initiative

•

We are pursuing development of an “Global Alliance”

of package delivery

companies

•

Our partners would be national and regional delivery companies that have

been forced to partner with the integrators for delivery to the US

•

As the integrators have expanded, they have become key competitors of the

national delivery companies

•

The critical US delivery capability will leverage Velocity’s position as the largest

time-definite regional delivery service provider in the country

•

The foundation of the Global Alliance will be an integrated solution which

provides 100% end-to-end visibility in near real-time, based on Velocity’s

technology tools and systems

•

The international express delivery market is a $20 billion industry, with 2.1

million shipments daily and projected annual growth rates of 10%.

•

Value of an international alliance without US partner: Aramex

$540 million.

Working Capital Progress

•

85% of CD&L revenue now billed from Velocity operations/billing platform

•

Velocity Preferred Payment program

in place for > $60 million of annual revenue

under evaluation for > $100 million of annual revenue

•

CD&L Independent Contractors migrated to two-week settlement

•

CD&L Fleet Contractors migrating to monthly settlement by April 30

•

Revolving credit facility executed December 21

•

December 30 cash balance = $10 million

•

Change of control payments made for $3 million after year-end

34.3

36.3

37.3

Days Sales Outstanding

$12.5

$14.5

$17.0

$ over 30 Days

$38.5

$40.8

$45.5

Accounts Receivable Balance

Feb 9, ‘07

Dec 30, ‘06

Sep 30, ‘06

Velocity Express Income Statement

Quarter Ended Dec 30, 2006 Compared to Prior Year Pro Forma

•

Flat revenue adjusting for Office Depot, Wachovia losses

•

Higher driver settlement, purchased transportation, warehouse labor required to

maintain service AND complete integration of systems & driver contracts

•

First installment on merger savings for all areas of occupancy and SG&A

•

Root causes for wider Adjusted EBITDA loss all appear reversible

See Appendix 1 for Bridge to Adjusted EBITDA

See Appendix 2 for Summary of Pro Forma Adjustments

Pro Forma

12/302006

12/31/2005

Revenue

$102.3

$107.5

Gross profit

$21.9

$28.0

Gross margin

21.5%

26.0%

Operating expense

$25.9

$27.2

Restructuring, integration, depreciation & amort

$4.8

$2.5

Loss from operations

($8.7)

($1.6)

Net loss

($13.4)

($6.2)

Adjusted EBITDA

($3.5)

$1.2

Velocity Express Income Statement

Quarter Ended Dec 30, ‘06 Compared to Quarter Ended Sep 30, ‘06

•

Flat revenue adjusting for Office Depot, Wachovia losses & fewer

billing days

•

Higher driver settlement, purchased transportation, warehouse labor required

to maintain service AND complete integration of systems & driver

contracts

•

First installment on merger savings for all areas of occupancy and SG&A

•

Root causes for wider Adjusted EBITDA loss all appear reversible

See Appendix 1 for Bridge to Adjusted EBITDA

Dec 30, 2006

Sept 30, 2006

Revenue

$102.3

$111.1

Gross profit

$21.9

$27.5

Gross margin

21.5%

24.8%

Operating expense

$25.9

$27.0

Restructuring, integration, depreciation & amort

$4.8

$5.0

Loss from operations

($8.7)

($4.4)

Net loss

($13.4)

($10.8)

Adjusted EBITDA

($3.5)

$0.8

Three Months Ended

Velocity Express Balance Sheet Comparison

Strong balance sheet:

•

Solid cash position

•

Improving A/R

turnover

•

Minimal short-term

debt

•

Strong balance

sheet ratios –

debt-

to-equity, current

ratio

December 30,

September 30,

2006

Cash

$10

Accounts receivable

$38

$42

Other current assets

$11

Total current assets

$56

$63

Fixed & other tangible assets

$18

$19

Goodwill & other intangibles

$101

Total assets

$175

$182

Current liabilities

$48

$45

Short-term debt/leases

Total current liabilities

$50

$47

Long-term liabilities

Long-term debt

$52

$49

Shareholders' equity

$69

$82

Total Liabilities & Equity

$175

$182

Appendix 1 -

USE OF NON-GAAP FINANCIAL MEASURES

This presentation includes disclosures regarding "Adjusted EBITDA", which is a non-GAAP financial measure. Adjusted

EBITDA, is comprised of historical EBITDA, as adjusted for certain non-cash expenses. EBITDA is defined as net

earnings (loss) before interest expenses, income taxes, depreciation and amortization on an historical basis. We believe

net income (loss) is the most directly comparable financial measure to EBITDA under GAAP.

We present Adjusted EBITDA for several reasons. Management believes Adjusted EBITDA is useful as a means to

evaluate our ability to fund our estimated uses of cash, including the payment of interest on our debt. In addition, we have

presented Adjusted EBITDA to investors in the past because it is

frequently used by investors, securities analysts and

other interested parties in the evaluation of companies in our industry, and management believes presenting it here

provides a measure of consistency in our financial reporting. Adjusted EBITDA (also referred to in our Indenture as

Consolidated Cash Flow) is also a component of the restrictive covenants and financial ratios contained in the

agreement(s) governing our debt that require us to maintain compliance with

these covenants and limit certain activities,

such as our ability to incur additional debt and to pay dividends. The definitions in these covenants and ratios are based on

Adjusted EBITDA. As a result, management believes the presentation of Adjusted EBITDA provides important additional

information to investors.

While we use Adjusted EBITDA in managing and analyzing our business and financial condition and believe it is useful to

our management and investors for the reasons described above, it

has certain shortcomings. In particular, Adjusted

EBITDA does not represent the residual cash flows available for discretionary expenditures, since items such as debt

repayment and interest payments are not deducted from such measure. Accordingly, it should not be construed as an

alternative to net cash from operating or investing activities, cash flows from operations or net income (loss) as defined by

GAAP and is not, on its own, necessarily indicative of cash available to fund our cash needs as determined in accordance

with GAAP. In addition, not all companies use identical calculations of Adjusted EBITDA, and our calculation of Adjusted

EBITDA may not be comparable to Adjusted EBITDA or other similarly titled measures of other companies.

A reconciliation of the differences between Adjusted EBITDA and the most directly comparable financial measure

presented in accordance with GAAP is included in the table that follows.

Appendix 1: Reconciliation of Non-GAAP Financial Measures

Pro Forma

December 30,

December 31,

December 30,

December 31,

2006

2005 *

2006

2005 *

Net loss

(13,371)

(6,170)

(24,174)

(14,528)

Interest Income/Expense

4,452

4,665

10,626

11,398

Income Taxes

Depreciation

1,090

1,474

2,392

2,777

Amortization of Intangible Assets

793

1,587

Stock Based Compensation

360

290

594

290

Other non-operating (income)/expense

194

(135)

(648)

Transaction / Restructuring / Integration

2,965

260

5,891

260

Minority Interest in CD&L

367

Adjusted EBITDA

(3,511)

1,177

(2,687)

1,136

Three Months Ended

Six Months Ended

VELOCITY EXPRESS CORPORATION AND SUBSIDIARIES

STATEMENTS OF OPERATIONS - INCLUDING PRO FORMA RESULTS FOR PRIOR YEAR

FOR THE THREE MONTH AND SIX MONTH PERIODS ENDED DECEMBER 30, 2006 AND DECEMBER 31, 2005

Appendix 2: Pro Forma Combined Statement of Operations

VELOCITY EXPRESS CORPORATION AND SUBSIDIARIES

PRO FORMA COMBINED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2005

(Unaudited)

(Amounts in thousands, except per share data)

Pro forma

Combined

Velocity

Express

Pro forma

Express

Corporation

CD&L

Adjustments

Corporation

(a)

(b)

Revenue

49,316

58,187

107,503

Cost of services

35,080

44,360

79,440

Depreciation - Cost of Sales

Gross profit

14,180

13,820

28,000

Operating expenses:

Occupancy

3,137

1,773

4,910

Selling, general and administrative

12,450

10,127

22,577

Depreciation and amortization

1,047

443

713

(c)

2,203

Total operating expenses

16,634

12,343

713

29,690

Loss (gain) from operations

(2,454)

1,477

(713)

(1,690)

Other income (expense):

Interest expense

(1,247)

(380)

(3,038)

(d)

(4,665)

Other

135

(1)

135

Loss (income) before income taxes

(3,566)

1,096

(3,750)

(6,220)

Income taxes

549

(549)

(e)

Net loss (income)

(3,566)

547

(3,201)

(6,220)

Net loss applicable to common shareholders

(5,636)

547

(4,629)

(f)

(9,718)

Basic and diluted net loss per share

(0.35)

(0.52)

Weighted average shares outstanding

Basic and diluted

15,023

18,822

Appendix 2:

Footnotes to Pro Forma Combined

Statement of Operations

(a)Reflects

Velocity

Express

Corporation’s

consolidated

statement

operations

for

the

three

months

ended

December

30,

2005.

(b)The

pro

forma

statement

operations

presented

using

Velocity

Express

Corporation’s

fiscal

quarter

ended

December

30,

2005.

The

CD&L

results

operations

are

presented

for

three

monthd

ended

December

31,

2005.

Certain

balances

have

been

reclassified

conform

the

Velocity

Express

Corporation

presentation,

follows:

Cost

services

reflects

adjustment

$2.4

million

reclassify

dispatch

and

other

field

administrative

costs

Selling,

general

and

administrative

expenses

conform

the

Velocity

Express

Corporation

presentation.

Selling,

general

and

administrative

expenses

reflects

adjustment

$2.4

million

reclassify

dispatch

and

other

field

administrative

costs

from

cost of services

(c)Amortization

intangible

assets

$0.8

million

reflects

the

allocation

the

purchase

price

intangible

assets

with

the

following

estimated

useful

lives:

customer

lists,

five

years;

non-compete,

two

years,

offset

the

reversal

amortization

the

carrying

amount

CD&L

intangible

assets of $0.1 million.

(d)Reflects

the

sum

of:

(1)

the

interest

incurred

and

the

accretion

principal

for

the

Senior

Secured

Notes

$3.1

million,

(2)

the

write

off

deferred

financing

fees

associated

with

Velocity’s

amended

and

restated

revolving

credit

facility

with

Bank

America/Fleet

Capital

Corporation

and

the

senior

subordinated

note

with

BET

Associates,

$1.1

million,

offset

the

reversal

(1)

interest

incurred

the

amended

and

restated

revolving

credit

facility

with

Bank

America/Fleet

Capital

Corporation

and

the

senior

subordinated

note

with

BET

Associates,

$0.3

million,

(2)

interest

incurred

CD&L

for

the

three

months

ended

December

30,

2005

$0.4

million,

and

(3)

accretion

debt

discount

the

senior

subordinated note with BET Associates, LP of $0.1 million.

(e)The

tax

benefit

reflects

the

effect

combining

the

Velocity

Express

Corporation

loss,

the

CD&L

income,

and

the

pro

forma

adjustments

yield

a combined net loss, and considering the statutory rates in the various state tax jurisdictions.

(f)Reflects

the

sum

of:

(1)

beneficial

conversion

the

Series

Convertible

Preferred

Stock

$0.5

million,

(2)

dividends

paid-in-kind

(“PIK”)

the

Series

Convertible

Preferred

Stock

$0.7

million,

(3)

beneficial

conversion

and

the

deemed

dividends

from

the

beneficial

conversion

feature

PIK

dividends

$0.2

million,

and

(4)

the

pro

forma

adjustments

Interest

expense

and

Income

taxes

$3.0

million

and

$0.5

million

noted in (d)

and (e), respectively above.