VELOCITY EXPRESS CORP
FORM OF COMMON STOCK WARRANT
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<TYPE>EX-10.3
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<FILENAME>dex103.txt
<DESCRIPTION>FORM OF COMMON STOCK WARRANT
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                                                                         EX 10.3

                                   Appendix B

                                     WARRANT

                              To Purchase Shares of
                                 Common Stock of
                          VELOCITY EXPRESS CORPORATION

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

     This Certifies that, in consideration of having purchased $__________ worth
of the Company's Series H Preferred Stock, and for other good and valuable
consideration, __________, (the "Warrantholder"), is entitled to subscribe for
and purchase from the Company, at any time after the contingencies in the Stock
Purchase Agreement, of even date herewith, having been met, and prior to
___________ (the "Expiration Date") up to ________ shares of the Company's
Common Stock at the price of $0.01 (the "Purchase Price"), subject to adjustment
as hereinafter set forth.

     1. Definitions. For the purposes of this Warrant the following terms shall
have the following meanings:

     "Commission" shall mean the Securities and Exchange Commission, or any
other federal agency then administering the Securities Act.

     "Company" shall mean Velocity Express Corporation, a Delaware corporation,
and any corporation, which shall succeed to, or assume, the obligations of said
corporation hereunder.

     "Common Stock" shall mean the shares of Common Stock of the Company, $0.004
par value.

     "Fair Market Value" shall mean the closing price of the Common Stock as
reported on the Nasdaq Stock Market on such date, if the Common Stock is then
quoted on the Nasdaq Stock Market or, if the market is closed on that date, the
closing price of the Common Stock on the previous trading day. If the Common
Stock is not listed on the Nasdaq Stock Market, Fair Market Value shall be
determined in good faith by the Company's Board of Directors.

     "Other Securities" shall mean any stock (other than Common Stock) or other
securities of the Company which the Warrantholder at any time shall be entitled
to receive, or shall have received, upon the exercise of the Warrants, in lieu
of or in addition to Common Stock, or which at any time shall be issuable or
shall have been issued in exchange for or in replacement of Common Stock or
Other Securities.

     "Securities Act" shall mean the Securities Act of 1933, as amended, and the
rules and regulations of the Commission thereunder, as in effect at the time.

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     "Series H Preferred" shall mean the shares of Series H Preferred Stock of
the Company, $0.004 par value.

     "Subscription Form" shall mean the subscription forms attached hereto.

     "Transfer" shall mean any sale, assignment, pledge, or other disposition of
any Warrants and/or Warrant Shares, or of any interest in either thereof, which
would constitute a sale thereof within the meaning of Section 2(3) of the
Securities Act.

     "Warrant Shares" shall mean the shares of Common Stock purchased or
purchasable by the Warrantholder upon the exercise of the Warrants pursuant to
Section 2 hereof.

     "Warrantholder" shall mean the holder or holders of the Warrants or any
related Warrant Shares.

     "Warrants" shall mean the Warrants (including this Warrant), identical as
to terms and conditions and date, issued by the Company in connection with the
sale of the Notes, and all Warrants issued in exchange, transfer or replacement
thereof.

     All terms used in this Warrant which are not defined in Section 1 hereof
have the meanings respectively set forth elsewhere in this Warrant.

     2. Exercise of Warrant, Issuance of Certificate, and Payment for Warrant
Shares. The rights represented by this Warrant may be exercised at any time
after the contingencies in paragraphs 2 and 3 of the Subscription Note Purchase
Agreement having been met, and prior to the Expiration Date, by the
Warrantholder, in whole or in part (but not as to any fractional share of Common
Stock), by: (a) delivery to the Company of a completed Subscription Form, (b)
surrender to the Company of this Warrant properly endorsed and signature
guaranteed, and (c) delivery to the Company of a certified or cashier's check
made payable to the Company in an amount equal to the aggregate Purchase Price
of the shares of Common Stock being purchased, at its principal office or agency
in Minnesota (or such other office or agency of the Company as the Company may
designate by notice in writing to the holder hereof). The Company agrees and
acknowledges that the shares of Common Stock so purchased shall be deemed to be
issued to the holder hereof as the record owner of such shares as of the close
of business on the date on which this Warrant, properly endorsed, and the
Subscription Form shall have been surrendered and payment made for such shares
as aforesaid. Upon receipt thereof, the Company shall, as promptly as
practicable, and in any event within fifteen (15) days thereafter, execute or
cause to be executed and deliver to the Warrantholder a certificate or
certificates representing the aggregate number of shares of Common Stock
specified in said Subscription Form. Each stock certificate so delivered shall
be in such denomination as may be requested by the Warrantholder and shall be
registered in the name of the Warrantholder or such other name as shall be
designated by the Warrantholder. If this Warrant shall have been exercised only
in part, the Company shall, at the time of delivery of said stock certificate or
certificates, deliver to the Warrantholder a new Warrant evidencing the rights
of such holder to purchase the remaining shares of Common Stock covered by this
Warrant. The Company shall pay all expenses, taxes, and other charges payable in
connection with the preparation, execution, and delivery of stock certificates
pursuant to this Section 2, except that, in case any such stock certificate or
certificates shall be registered in a name or names other than the name of the
Warrantholder, funds sufficient to pay all stock transfer taxes which shall be
payable upon the execution and delivery of such stock certificate or
certificates shall be paid by the Warrantholder to the Company at the time of
delivering this Warrant to the Company as mentioned above.

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     3. Ownership of this Warrant. The Company may deem and treat the registered
Warrantholder as the holder and owner hereof (notwithstanding any notations of
ownership or writing made hereon by anyone other than the Company) for all
purposes and shall not be affected by any notice to the contrary, until
presentation of this Warrant for transfer as provided herein and then only if
such transfer meets the requirements of Section 5.

     4. Exchange, Transfer, and Replacement. Subject to Section 5 hereof, this
Warrant is exchangeable upon the surrender hereof by the Warrantholder to the
Company at its office or agency described in Section 2 hereof for new Warrants
of like tenor and date representing in the aggregate the right to purchase the
number of shares purchasable hereunder, each of such new Warrants to represent
the right to purchase such number of shares (not to exceed the aggregate total
number purchasable hereunder) as shall be designated by the Warrantholder at the
time of such surrender. Subject to Section 5 hereof, this Warrant and all rights
hereunder are transferable, in whole or in part, upon the books of the Company
by the Warrantholder in person or by duly authorized attorney, and a new Warrant
of the same tenor and date as this Warrant, but registered in the name of the
transferee, shall be executed and delivered by the Company upon surrender of
this Warrant, duly endorsed, at such office or agency of the Company. Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction, or mutilation of this Warrant, and, in the case of loss,
theft, or destruction, of indemnity or security reasonably satisfactory to it,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
will make and deliver a new Warrant of like tenor, in lieu of this Warrant. This
Warrant shall be promptly canceled by the Company upon the surrender hereof in
connection with any exchange, transfer, or replacement. The Company shall pay
all expenses, taxes (other than stock transfer taxes), and other charges payable
in connection with the preparation, execution, and delivery of Warrants pursuant
to this Section 4.

     5. Restrictions on Transfer. Notwithstanding any provisions contained in
this Warrant to the contrary, neither this Warrant nor the Warrant Shares shall
be transferable except upon the conditions specified in this Section 5, which
conditions are intended, among other things, to ensure compliance with the
provisions of the Securities Act in respect of the transfer of this Warrant or
such Warrant Shares. The holder of this Warrant agrees that such holder will not
transfer this Warrant or the related Warrant Shares (a) prior to delivery to the
Company of an opinion of counsel selected by the Warrantholder and reasonably
satisfactory to the Company, stating that such transfer is exempt from
registration under the Securities Act, or (b) until registration of such
Warrants and/or Warrant Shares under the Securities Act has become effective and
continues to be effective at the time of such transfer. An appropriate legend
may be endorsed on the Warrants and the certificates of the Warrant Shares
evidencing these restrictions. The holder of this Warrant further agrees that
such holder will not, for a period of 180 days from the date that a registration
statement covering securities offered by the Company is declared effective by
the Commission, offer to sell, contract to sell, or otherwise sell, dispose of,
loan, pledge or grant any rights with respect to the Warrant or the Warrant
Shares owned by the holder, otherwise than with the prior written consent of the
Company.

     6. Antidilution Provisions. The rights granted hereunder are subject to the
following:

               Stock Splits. In case at any time the Company shall subdivide its
     outstanding shares of Common Stock into a greater number of shares, the
     Purchase Price in effect immediately prior to such subdivision shall be
     proportionately reduced and the number of Warrant Shares purchasable
     pursuant to this Warrant immediately prior to such subdivision shall be
     proportionately increased, and conversely, in case at any time

                                       3

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     the Company shall combine its outstanding shares of Common Stock into a
     smaller number of shares, the Purchase Price in effect immediately prior to
     such combination shall be proportionately increased and the number of
     Warrant Shares purchasable upon the exercise of this Warrant immediately
     prior to such combination shall be proportionately reduced. Except as
     provided in this paragraph (a), no adjustment in the Purchase Price and no
     change in the number of Warrant Shares so purchasable shall be made
     pursuant to this Section 6 as a result of or by reason of any such
     subdivision or combination.

               Reorganization, Reclassification, Consolidation, Merger, or Sale.
     If any capital reorganization or reclassification or merger of the Company
     with another corporation, or the sale of all or substantially all of its
     assets to another corporation, shall be effected in such a way that holders
     of shares of Common Stock shall be entitled to receive Common Stock, Other
     Securities or assets with respect to or in exchange for shares of Common
     Stock, then, as a condition of such reorganization, reclassification,
     consolidation, merger or sale, lawful and adequate provision shall be made
     whereby the Warrantholder shall thereafter have the right to purchase and
     receive upon the basis and upon the terms and conditions specified in the
     Warrants and in lieu of the shares of Common Stock of the Company
     immediately theretofore purchasable and receivable upon the exercise of the
     Warrants such shares of Common Stock, Other Securities or assets as may be
     issued or payable with respect to or in exchange for a number of
     outstanding shares of Common Stock equal to the number of shares of Common
     Stock immediately theretofore purchasable and receivable upon the exercise
     of the Warrants had such reorganization, reclassification, consolidation,
     merger or sale not taken place, and in any such case appropriate provision
     shall be made with respect to the rights and interests of the Warrantholder
     so that the provisions of the Warrants (including, without limitation,
     provisions for adjustment of the Purchase Price and the number of shares
     purchasable upon the exercise of the Warrants) shall thereafter be
     applicable, as nearly as may be, in relation to any shares of Common Stock,
     Other Securities or assets thereafter deliverable upon the exercise of the
     Warrants.

     7. Special Agreements of the Company.

               Will Reserve Shares. The Company will reserve and set apart and
     have at all times the number of shares of authorized but unissued Common
     Stock deliverable upon the exercise of the Warrants, and it will have at
     all times any other rights or privileges provided for herein sufficient to
     enable it at any time to fulfill all of its obligations hereunder.

               Will Avoid Certain Actions. The Company will not, by amendment of
     its Articles of Incorporation or through any reorganization, transfer of
     assets, consolidation, merger, issue or sale of securities or otherwise,
     avoid or take any action which would have the effect of avoiding the
     observance or performance hereunder by the Company, but will at all times
     in good faith assist in carrying out of all the provisions of the Warrants
     and in taking all such actions as may be necessary or appropriate in order
     to protect the rights of the Warrantholder against dilution or other
     impairment.

     8. Registration Rights. The holder is entitled only to the registration
rights as provided in the Registration Rights Agreement provided in connection
with the sale of the Series H Preferred Stock.

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     9.  Notices. Any notice or other document required or permitted to be given
or delivered to the Warrantholder shall be delivered or sent by certified mail
to the Warrantholder at the last address shown on the books of the Company
maintained for the registry and transfer of the Warrants. Any notice or other
document required or permitted to be given or delivered to the Company shall be
delivered or sent by certified or registered mail to the principal office of the
Company.

     10. No Rights as Shareholders; Limitation of Liability. This Warrant shall
not entitle any holder hereof to any of the rights of a shareholder of the
Company. No provisions hereof, in the absence of affirmative action by the
holder hereof to purchase shares of Common Stock, and no mere enumeration herein
of the rights or privileges of the holder hereof, shall give rise to any
liability of such holder for the Purchase Price or as a shareholder of the
Company whether such liability is asserted by the Company or by creditors of the
Company.

     11. Governing Law. This Warrant shall be governed by, and construed and
enforced in accordance with, the laws of the State of Minnesota, without regard
to conflicts of laws principles.

     12. Miscellaneous. This Warrant and any provision hereof may be changed,
waived, discharged, or terminated only by an instrument in writing signed by the
party (or any predecessor in interest thereof) against which enforcement of the
same is sought. The headings in this Warrant are for purposes of reference only
and shall not affect the meaning or construction of any of the provisions
hereof.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by a
duly authorized officer, and to be dated as of _____________.

                                                    Velocity Express Corporation

                                                    By:_________________________
                                                       Jeffry Parell
                                                       Chief Executive Officer

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE "1933 ACT") OR UNDER THE SECURITIES LAWS OF ANY
OTHER STATE AND MAY NOT BE TRANSFERRED WITHOUT (i) THE OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT
REGISTRATION UNDER THE 1933 ACT OR THE SECURITIES LAWS OF ANY APPLICABLE STATE;
OR (ii) SUCH REGISTRATION."

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                             FULL SUBSCRIPTION FORM

To Be Executed By the Registered Warrantholder if It/
She/He Desires to Exercise in Full the Within Warrant


     The undersigned hereby exercises the right to purchase the _____________
shares of Common Stock covered by the within Warrant at the date of this
subscription and herewith makes payment of the sum of
$____________________________ representing the Purchase Price of $__________ per
share in effect at that date. Certificates for such shares shall be issued in
the name of and delivered to the undersigned, unless otherwise specified by
written instructions, signed by the undersigned and accompanying this
subscription.

Dated: _________________________


                                         Signature:_____________________________


                                         Address:_______________________________

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                            PARTIAL SUBSCRIPTION FORM

To be Executed by the Registered Warrantholder if It/She/He
Desires to Exercise in Part Only the Within Warrant


     The undersigned hereby exercises the right to purchase __________ shares of
the total shares of Common Stock covered by the within Warrant at the date of
this subscription and herewith makes payment of the sum of $____________
representing the Purchase Price of $_________ per share in effect at this date.

     Certificates for such shares and a new Warrant of like tenor and date for
the balance of the shares not subscribed for (if any) shall be issued in the
name of and delivered to the undersigned, unless otherwise specified by written
instructions, signed by the undersigned and accompanying this subscription.

     The shares hereby subscribed for constitute ______________ shares of Common
Stock (to the nearest whole share) resulting from adjustment of ______________
shares of the total of _____________ shares of Common Stock covered by the
within Warrant, as said shares were constituted at the date of the Warrant.

Dated: _________________________


                                         Signature:_____________________________


                                         Address:_______________________________

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