VELOCITY EXPRESS CORP
STOCK PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.41
<SEQUENCE>7
<FILENAME>dex1041.txt
<DESCRIPTION>STOCK PURCHASE AGREEMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.41

          IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING: SIGNIFICANT
                     REPRESENTATIONS ARE CALLED FOR HEREIN.

                          Velocity Express Corporation

                            STOCK PURCHASE AGREEMENT

Velocity Express Corporation
7803 Glenroy Road, Suite 200
Bloomington, Minnesota 55439

Ladies and Gentlemen:

     THIS STOCK PURCHASE AGREEMENT (the "Purchase Agreement"), made effective
this 21st day of December 2004, by and between Velocity Express Corporation, a
Delaware corporation (the "Company"), and TH Lee Putnam Ventures, L.P., TH Lee
Putnam Parallel Ventures, L.P., THLi Coinvestment Partners, LLC and Blue Star I,
LLC (collectively referred to herein as "undersigned" or "THLPV").

1.   (a)  The Company agrees to sell to the undersigned, and the undersigned
          agrees to purchase from the Company, 7,000,000 shares of the Company's
          Series L Convertible Preferred Stock, par value $0.004 per share (the
          "Shares" or "Series L Preferred") for the subscription price per Share
          listed in paragraph 1(b) below. The rights and preferences of the
          Shares are set forth in the Certificate of Designation of Preferences
          and Rights of Series L Convertible Preferred Stock as set forth in
          Appendix A attached hereto. The undersigned acknowledges that this
          subscription is contingent upon acceptance in whole or in part by the
          Company and upon shareholder approval of (i) the issuance of the
          Series L Preferred Stock and (ii) the amendment of the Company's
          Certificate of Incorporation to increase the number of shares
          authorized for issuance to allow for the issuance of the Series L
          Preferred Stock and shares of Common Stock into which it can be
          converted, at a meeting of the Company's shareholders or by written
          consent. Concurrent with the delivery of this Agreement, the
          undersigned has delivered cash, converted debt obligations or other
          satisfactory consideration to the Company in the amount of $7,000,000
          for payment of the full purchase price of the Shares.

     (b)  Subject to the Board of Directors of the Company varying the purchase
          price per share of the Series L Preferred if they deem such action
          necessary or appropriate to obtain sufficient funding for the Company,
          the Series L Preferred Purchase Price shall be $1.00 per Share;

     (c)  The Company and the undersigned agrees that if the shareholder
          approval specified in paragraph 1(a) above is not achieved, the
          Company will return to the undersigned, without interest or deduction,
          any Purchase Price tendered by the undersigned for the purchase of the
          Series L Preferred.

<PAGE>

2.        The undersigned acknowledges and represents as follows:

     (a)  That the undersigned has had an opportunity to carefully review the
          Company, has had the opportunity to conduct due diligence on the
          Company, has had the opportunity to review its public filings with the
          Securities and Exchange Commission relating to the Company (the
          "Company Materials"), and all documents delivered therewith or
          reasonably requested by the undersigned;

     (b)  That the undersigned is able to bear the economic risk of the
          investment in the Shares;

     (c)  That the undersigned has knowledge and experience in financial and
          business matters, that the undersigned is capable of evaluating the
          merits and risks of the prospective investment in the Shares and that
          the undersigned is able to bear such risks.

     (d)  That the undersigned understands an investment in the Shares is highly
          speculative but believes that the investment is suitable for the
          undersigned based upon the investment objectives and financial needs
          of the undersigned, and has adequate means for providing for his, her
          or its current financial needs and personal contingencies and has no
          need for liquidity of investment with respect to the Shares;

     (e)  That the undersigned has been given access to full and complete
          information regarding the Company (including the opportunity to meet
          with Company officers and review such documents as the undersigned may
          have requested in writing) and has utilized such access to the
          satisfaction of the undersigned for the purpose of obtaining
          information in addition to, or verifying information included in, the
          Company Materials;

     (f)  That the undersigned recognizes that the Shares, are an investment,
          involve a high degree of risk, including, but not limited to, the
          risks described in the Company Materials;

     (g)  That the undersigned realizes that (i) the purchase of Shares is a
          long-term investment; (ii) the purchasers of the Shares must bear the
          economic risk of investment for an indefinite period of time because
          the Shares have not been registered under the Securities Act of 1933,
          as amended (the "Act") and, therefore, cannot be sold unless they are
          subsequently registered under the Act, or an exemption from such
          registration is available; and (iii) the transferability of the Shares
          is restricted, and (A) requires the written consent of the Company,
          (B) requires conformity with the restrictions contained in paragraph 3
          below, and (C) will be further restricted by a legend placed on the
          certificate(s) representing the Shares stating that the Shares have
          not been registered under the Act and referring to the restrictions on
          transferability of the Shares, and by stop transfer orders or
          notations on the Company's records referring to the restrictions on
          transferability;

     (h)  That the undersigned is a bona fide resident of, and is domiciled in,
          the state or country listed in the Recital to this Agreement and that
          the Shares are being purchased solely for the beneficial interest of
          the undersigned and not as

<PAGE>

          nominee, for, or on behalf of, or for the beneficial interest of, or
          with the intention to transfer to, any other person, trust or
          organization, except as specifically set forth in paragraph 4 of this
          Purchase Agreement;

     (i)  That pending shareholder authorization specified in paragraph 1(a)
          above, the Purchase Price received by the Company pursuant to this
          Purchase Agreement and other stock purchase agreements for the
          subscription of the Series L Preferred shall be used for the general
          corporate purposes of the Company and will not be held in a segregated
          account;

     (j)  That there is no minimum amount for the Company's offering of the
          Series L Preferred and that there can be no assurance that the
          offering of the Series L Preferred will result in a total proceeds to
          the Company of any set amount; and

     (k)  That the undersigned constitutes an accredited investor as defined in
          Rule 501(a) under the Securities Act of 1933.

3.        The undersigned has been advised that the Shares are not being
          registered under the Act or any other securities laws pursuant to
          exemptions from the Act and such laws, and that the Company's reliance
          upon such exemptions is predicated in part on the undersigned's
          representations to the Company as contained herein. The undersigned
          represents and warrants that the Shares are being purchased for his,
          her or its own account and for investment and without the intention of
          reselling or redistributing the same, that he, she or it has made no
          agreement with others regarding any of such Shares and that his, her
          or its financial condition is such that it is not likely that it will
          be necessary to dispose of any of such Shares in the foreseeable
          future. The undersigned is aware that, in the view of the Securities
          and Exchange Commission, a purchase of Shares with an intent to resell
          by reason of any foreseeable specific contingency or anticipated
          change in market value, or any change in the condition of the Company
          or its business, or in connection with a contemplated liquidation or
          settlement of any loan obtained for the acquisition of the Shares and
          for which the Shares were pledged as security, would represent an
          intent inconsistent with the representations set forth above. The
          undersigned further represents and agrees that if, contrary to his,
          her or its foregoing intentions, he, she or it should later desire to
          dispose of or transfer any of such Shares in any manner, he, she or it
          shall not do so without first obtaining (a) the opinion of counsel
          designated by the Company that such proposed disposition or transfer
          lawfully may be made without the registration of such Shares for such
          purpose pursuant to the Act, as then in effect, and any other
          applicable securities laws, or (b) such registrations (it being
          expressly understood that the Company shall not have any obligation to
          register the Shares for such purpose).

               The undersigned agrees that the Company may place a restrictive
          legend on the certificate(s) representing the Shares, containing
          substantially the following language:

               THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED
               WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
               AMENDED (THE "ACT"), AND WITHOUT REGISTRATION UNDER ANY
               OTHER

<PAGE>

               SECURITIES LAWS, IN RELIANCE UPON EXEMPTIONS CONTAINED IN
               THE ACT AND SUCH LAWS. NO TRANSFER OF THESE SECURITIES OR
               ANY INTEREST THEREIN MAY BE MADE IN THE ABSENCE OF EITHER AN
               EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND UNDER THE
               APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL
               ACCEPTABLE TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT
               FROM REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE
               SECURITIES LAWS. FURTHER, THESE SECURITIES ARE SUBJECT TO
               LIMITATIONS ON CONVERTIBILITY AS SET FORTH IN THE STOCK
               PURCHASE AGREEMENT APPLICABLE TO THE ISSUANCE OF THESE
               SECURITIES AND THE CERTIFICATE OF DESIGNATION OF THOSE
               SECURITIES.

               The undersigned agrees and consents that the Company may place a
          stop transfer order on the certificate(s) representing the Shares to
          assure the undersigned's compliance with this Agreement and the
          matters referenced above.

               The undersigned agrees to save and hold harmless, defend and
          indemnify the Company and its directors, officers and agents from any
          claims, liabilities, damages, losses, expenses or penalties arising
          out of any misrepresentation of information furnished by the
          undersigned to the Company in this Agreement.

          The undersigned understands that the Company at a future date may file
          a registration or offering statement (the "Registration Statement")
          with the Securities and Exchange Commission to facilitate a public
          offering of its securities. The undersigned agrees, for the benefit of
          the Company, that should an underwritten public offering be made and
          should the managing underwriter of such offering require, the
          undersigned will not, without the prior written consent of the Company
          and such underwriter, during the Lock Up Period as defined herein: (a)
          sell, transfer or otherwise dispose of, or agree to sell, transfer or
          otherwise dispose of any of the Shares beneficially held by the
          undersigned during the Lock Up Period; (b) sell, transfer or otherwise
          dispose of, or agree to sell, transfer or otherwise dispose of any
          options, rights or warrants to purchase any of the Shares beneficially
          held by the undersigned during the Lock Up Period; or (c) sell or
          grant, or agree to sell or grant, options, rights or warrants with
          respect to any of the Shares. The foregoing does not prohibit gifts to
          donees or transfers by will or the laws of descent to heirs or
          beneficiaries provided that such donees, heirs and beneficiaries shall
          be bound by the restrictions set forth herein. The term "Lock Up
          Period" shall mean the lesser of (x) 240 days or (y) the period during
          which Company officers and directors are restricted by the managing
          underwriter from effecting any sales or transfers of the Company's
          securities. The Lock Up Period shall commence on the effective date of
          the Registration Statement.

          The undersigned agrees to read and execute a Registration Rights
          Agreement in the form identical to that appended as Appendix C to the
          undersigned's investment in the the Company's Series K Convertible
          Preferred Stock. The

<PAGE>

          undersigned agrees that, notwithstanding any registration rights
          granted under the Registration Rights Agreement, the undersigned will
          not be entitled to any registration rights, whether by demand,
          piggyback or otherwise, until the shareholder approval of (i) the
          issuance of the Series L Preferred Stock and (ii) the amendment of the
          Company's Certificate of Incorporation to increase the number of
          shares authorized for issuance to allow for the issuance of the Series
          L Preferred Stock and shares of Common Stock into which it can be
          converted, at a meeting of the Company's shareholders or by written
          consent has been obtained.

          The undersigned acknowledges that it has had full disclosure regarding
          the terms of investment in the Company's Series M Convertible
          Preferred Stock and related Convertible Note, including the
          requirement that the undersigned convert all shares of Series L
          Preferred Stock to common stock upon shareholder approval of the
          Series M transaction.

4.        NASD Affiliation. The undersigned is affiliated or associated,
          directly or indirectly, with a National Association of Securities
          Dealers, Inc. ("NASD") member firm or person.

               Yes            No
                  ---------     ---------

               If yes, list the affiliated member firm or person:

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

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          -----

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          Your relationship to such member firm or person:
                                                           ---------------------

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

          -----

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5.        Entities. If the undersigned is not an individual but an entity, the
          individual signing on behalf of such entity and the entity jointly and
          severally agree and certify that:

     A.   The undersigned was not organized for the specific purpose of
          acquiring securities of the Company; and

     B.   This Agreement has been duly authorized by all necessary action on the
          part of the undersigned, has been duly executed by an authorized
          officer or representative of the undersigned, and is a legal, valid
          and binding obligation of the undersigned enforceable in accordance
          with its terms.

6.        The undersigned agrees that he/she or it shall not disclose either the
          existence, the contents or any of the terms and conditions of this
          Purchase Agreement to any other person.

7.        Miscellaneous.

<PAGE>

     A.   Manner in which title is to be held: (check one)

                     Individual Ownership
               -----

                     Joint Tenants with Right of Survivorship*
               -----

                     Partnership*
               -----

                     Tenants in Common*
               -----

                     Corporation
               -----

                     Trust
               -----

                     Other
               -----       -----------------------------------------------------

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          ----- describe)

     B.   The undersigned agrees that the undersigned understands the meaning
          and legal consequences of the agreements, representations and
          warranties contained herein, agrees that such agreements,
          representations and warranties shall survive and remain in full force
          and effect after the execution hereof and payment for the Shares, and
          further agrees to indemnify and hold harmless the Company, each
          current and future officer, director, employee, agent and shareholder
          from and against any and all loss, damage or liability due to, or
          arising out of, a breach of any agreement, representation or warranty
          of the undersigned contained herein.

     C.   This Agreement shall be construed and interpreted in accordance with
          Minnesota law without regard to conflict of law provisions.

     D.   The undersigned agrees to furnish to the Company, upon request, such
          additional information as may be deemed necessary to determine the
          undersigned's suitability as an investor.


--------------------------------
* Multiple signatures required

<PAGE>

                                 SIGNATURE PAGE

Dated: December 20, 2004

TH Lee Putnam Ventures, L.P.
(f/k/a TH Lee.Putnam Internet Partners, L.P.)

By: TH Lee Putnam Fund Advisors, L.P., its
General Partner
By: TH Lee Putnam Fund Advisors, LLC., its
General Partner


--------------------------------------
Name: Doug Hsieh
Title: Principal


TH Lee Putnam Parallel Ventures, L.P.
(f/k/a TH Lee.Putnam Internet Parallel Partners,
L.P.)

By: TH Lee Putnam Fund Advisors, L.P., its
General Partner
By: TH Lee Putnam Fund Advisors, LLC., its
General Partner


--------------------------------------
Name: Doug Hsieh
Title: Principal


THLi Coinvestment Partners, LLC


--------------------------------------
Name: Doug Hsieh
Title: Principal


Blue Star I, LLC


By:
   -----------------------------------
Name: Thomas H, Lee
Title: Sole Member

<PAGE>

                            CERTIFICATE OF SIGNATORY

(To be completed if Shares are being subscribed by an entity.)

     I,                         , am the               ,
        ------------------------         --------------  --------------------
(the "Entity").

     I certify that I am empowered and duly authorized by the Entity to execute
and carry out the terms of the Stock Purchase Agreement, dated           ,
                                                               ----------
200  , by and between Velocity Express Corporation and the Entity to purchase
   --
and hold the Shares, and certify further that the Stock Purchase Agreement has
been duly and validly executed on behalf of the Entity and constitutes a legal
and binding obligation of the Entity.

     IN WITNESS WHEREOF, I have set my hand this       day of      , 200  .
                                                 -----        -----     --


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                                      ----
                                      (Signature)


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                                      ----
                                      (Title)


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

                                      ----
                                      (Please Print Name)

<PAGE>

                            ACCEPTANCE BY THE COMPANY

     Velocity Express Corporation hereby accepts the foregoing subscription to
the extent of 7,000,000 Shares and shall issue such Shares upon shareholder
approval of (i) the issuance of the Series L Preferred Stock and (ii) the
amendment of the Company's Certificate of Incorporation to increase the number
of shares authorized for issuance to allow for the issuance of the Series L
Preferred Stock and shares of Common Stock into which it can be converted, at a
meeting of the Company's shareholders.

                                      Velocity Express Corporation


                                      By
                                         ---------------------------------------
                                         Wesley C. Fredenburg
                                         General Counsel and Secretary

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