Exhibit 3.1

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                          VELOCITY EXPRESS CORPORATION

     Velocity Express Corporation, a corporation organized and existing under
the laws of the State of Delaware (the "Corporation"), hereby certifies as
follows:

     FIRST: The original Certificate of Incorporation of the Corporation was
filed with the Secretary of State of the State of Delaware on December 5, 2001
under the name Velocity Express Corporation.

     SECOND: Pursuant to Section 245 of the General Corporation Law of the State
of Delaware (the "DGCL"), this Amended and Restated Certificate of Incorporation
restates and integrates and further amends the provisions of the original
Certificate of Incorporation of the Corporation.

     THIRD: The terms and provisions of this Amended and Restated Certificate of
Incorporation have been duly adopted in accordance with the provisions of
Sections 242 and 245 of the DGCL.

     FOURTH: The text of the original Certificate of Incorporation of the
Corporation is hereby restated and further amended to read in its entirety as
follows:

                                    ARTICLE I

     The name of this corporation is Velocity Express Corporation.

                                   ARTICLE II

     The address of the registered office of this Corporation in the State of
Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, 19801.
The name of its registered agent at such address is The Corporation Trust
Company.

                                   ARTICLE III

     The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware ("GCL").

                                   ARTICLE IV

A. Authorized Capital Stock.

     This Corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The total number
of shares that this



Corporation is authorized to issue is Two Hundred Million (200,000,000) shares.
Of such shares, One Hundred Fifty Million (150,000,000) shall be Common Stock,
par value $.004 per share and Fifty Million (50,000,000) shall be Preferred
Stock, par value $.004 per share. The voting powers, designations, preferences
and relative, participating, optional or other special rights (and the
qualifications, limitations or restrictions thereof) of the Common Stock and the
Preferred Stock are as set forth in this Article IV.

B. Common Stock.

     Section 1. The Common Stock shall be subject to the express terms of any
series of Preferred Stock set forth herein or as set forth in the Preferred
Stock Designation (as defined below in Section 4.5 of this Article 4) relating
thereto. Each holder of Common Stock shall have one vote in respect of each
share of Common Stock held by such holder of record on the books of the
Corporation for the election of directors and on all other matters on which
stockholders of the Corporation are generally entitled to vote. The holders of
shares of Common Stock shall be entitled to receive, when and if declared by the
Board of Directors, out of the assets of the Corporation which are by law
available therefor, dividends payable either in cash, in stock or otherwise.

     Section 2. No holder of shares of capital stock of the Corporation shall
have any cumulative voting rights.

     Section 3. No holder of shares of any class of capital stock of the
Corporation shall be entitled as such, as a matter of right hereunder, to
subscribe for, purchase or receive any part of any new or additional issue of
stock of any class whatsoever, or of securities convertible into or exchangeable
for any stock of any class whatsoever, whether now or hereafter authorized and
whether issued for cash or other consideration or by way of dividend.

C. Preferred Stock.

     Section 1. The Board of Directors of the Corporation is hereby expressly
authorized to create and provide for the issuance of shares of Preferred Stock
in one or more series and, by filing a certificate pursuant to the GCL
(hereinafter referred to as a "Preferred Stock Designation"), to establish from
time to time the number of shares to be included in each such series, and to fix
the designations, powers, preferences and relative, participating, optional or
other special rights of the shares of each such series and the qualifications,
limitations or restrictions thereof, as shall be stated and expressed in the
resolution or resolutions providing for the issue thereof adopted by the Board
of Directors, including, but not limited to, the following:

     (A) the designation of and the number of shares constituting such series,
which number the Board of Directors may thereafter (except as otherwise provided
in the Preferred Stock Designation) increase or decrease (but not below the
number of shares of such series then outstanding or reserved for issuance);

     (B) the dividend rate for the payment of dividends on such series, if any,
the conditions and dates upon which such dividends shall be payable, the
preference or relation

                                       2




which such dividends, if any, shall bear to the dividends payable on any other
class or classes of or any other series of capital stock, the conditions and
dates upon which such dividends, if any, shall be payable, and whether such
dividends, if any, shall be cumulative or non-cumulative;

     (C) whether the shares of such series shall be subject to redemption by the
Corporation, and, if made subject to such redemption, the times, prices and
other terms and conditions of such redemption;

     (D) the terms and amount of any sinking fund provided for the purchase or
redemption of the shares of such series;

     (E) whether or not the shares of such series shall be convertible into or
exchangeable for shares of any other class or classes of, any other series of
any class or classes of capital stock of, or any other security of, the
Corporation or any other corporation, and, if provision be made for such
conversion or exchange, the times, prices, rates, adjustments and any other
terms and conditions of the such conversion or exchange;

     (F) the extent, if any, to which the holders of the shares of such series
shall be entitled to vote as a class or otherwise with respect to the election
of directors or otherwise;

     (G) the restrictions, if any, on the issue or reissue of shares of the same
series or of any other class or series;

     (H) the amounts payable on and the preferences, if any, of the shares of
such series in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation; and

     (I) any other relative rights, preferences and limitations of that series.

     Section 2. Subject to compliance with applicable protective voting rights
that have been or may be granted to the Preferred Stock or series thereof
("Protective Provisions"), but notwithstanding any other rights of the Preferred
Stock or any series thereof, the rights, powers, privileges, preferences and
restrictions of any such additional series may be subordinated to, pari passu
with or senior to any of those of any present or future class or series of
Preferred Stock or Common Stock.

     Section 3. Subject to compliance with applicable protective provisions, the
Board of Directors is also authorized to increase or decrease the number of
shares of any series (other than the Series B Preferred Stock, Series C
Preferred Stock, Series D Preferred Stock or Series F Preferred Stock), prior or
subsequent to the issue of that series, but not below the number of shares of
such series then outstanding. In case the number of shares of any series shall
be so decreased, the shares constituting such decrease shall resume the status
that they had prior to the adoption of the resolution originally fixing the
number of shares of such series.

D. Convertible Preferred Stock Designations.

                                       3




     Section 1. Designation and Amount. The number of authorized shares of
Preferred Stock of the following series shall be:

     (i) 10,000,000 shares of Series B Preferred Stock, par value $.004 per
share (the "Series B Preferred Stock");

     (ii) 5,000,000 shares of Series C Preferred Stock, par value $.004 per
share (the "Series C Preferred Stock");

     (iii) 3,000,000 shares of Series D Preferred Stock, par value $.004 per
share (the "Series D Preferred Stock"); and

     (iv) 1,200,000 shares of Series F Preferred Stock, par value $.004 per
share (the "Series F Preferred Stock").

     Together, the Series B Preferred Stock, Series C Preferred Stock, Series D
Preferred Stock, and Series F Preferred Stock shall constitute the "Initially
Designated Preferred Stock".

     The Initially Designated Preferred Stock shall, with respect to dividend
rights and rights on liquidation, dissolution and winding up, rank senior to the
Common Stock and to each other series or class of capital stock of the
Corporation now, or hereafter established, which is not, by its terms, senior or
pari passu to the Initially Designated Preferred Stock (collectively, the
"Junior Securities"). The definition of Junior Securities shall also include any
rights or options exercisable for or convertible into any of the Junior
Securities. Each series of the Initially Designated Preferred Stock shall, with
respect to dividend rights and rights on liquidation, dissolution, and winding
up (except for those liquidation preferences set forth in Section 3), rank pari
passu with each other series of the Initially Designated Preferred Stock.

     Section 2. Dividends. In the event that the Corporation declares or pays
any dividends upon the Common Stock (whether payable in cash, securities or
other property) other than dividends payable solely in shares of Common Stock,
the Corporation shall also declare and pay to the holders of Preferred Stock at
the same time that it declares and pays such dividends to the holders of the
Common Stock, the dividends which would have been declared and paid with respect
to the Common Stock issuable upon conversion of shares of the Preferred Stock
which are convertible into shares of Common Stock had all such shares of the
outstanding Preferred Stock been converted immediately prior to the record date
for such dividend, or if no record date is fixed, the date as of which the
record holders of Common Stock entitled to such dividends are to be determined.

     Section 3. Liquidation Preference. Upon liquidation, dissolution and
winding up of the Corporation (whether voluntary or involuntary) (a "Liquidation
Event"), the Corporation shall pay to the holders of the Preferred Stock (unless
otherwise provided for in the resolution or resolutions creating such stock) the
aggregate Liquidation Value attributable to such shares (each, a "Share") plus
any unpaid dividends thereon. If upon any such Liquidation Event, the
Corporation's assets to be distributed among the holders of the Junior
Securities, Series B Preferred Stock, Series C Preferred Stock, Series D
Preferred

                                       4



Stock, and Series F Preferred Stock are insufficient to permit payment to such
holders of the aggregate amount which they are entitled to be paid under this
Section 3, then the entire assets available to be distributed to the
Corporation's stockholders shall be distributed pro rata to the holders of
Series D Preferred Stock and Series F Preferred Stock in an amount up to the
Liquidation Value (plus any unpaid dividends thereon); thereafter, if any of the
Corporation's assets remain that have not been distributed to the holders of
Series D Preferred Stock and Series F Preferred Stock, such remaining assets
shall be distributed pro rata among the holders of Series B Preferred Stock and
Series C Preferred Stock based upon the aggregate Liquidation Value (plus any
unpaid dividends thereon) attributable to each such holder; thereafter, if any
of the Corporation's assets remain that have not been distributed, such
remaining assets shall be distributed pro rata among the holders of the Junior
Securities based upon the aggregate Liquidation Value (plus any unpaid dividends
thereon) attributable to each such holder. Not less than sixty (60) days prior
to the payment date stated therein, the Corporation shall mail written notice of
any such Liquidation Event to each record holder of Series D Preferred Stock and
Series F Preferred Stock, setting forth in reasonable detail the amount of
proceeds to be paid with respect to each Share and each share of Common Stock in
connection with such Liquidation Event. A Change of Control shall not be deemed
a Liquidation Event for purposes of this Section 3.

Section 4. Voting Rights.

     4A. Election of Directors. In the election of directors of the Corporation,
the holders of the Series B Preferred Stock, voting separately as a single class
to the exclusion of all other classes or series of the Corporation's capital
stock and with each share of Series B Preferred Stock entitled to one vote,
shall be entitled to elect one (1) director to serve on the Corporation's Board
of Directors until his successor is duly elected by the holders of the Series B
Preferred Stock or he or she is removed from office by the holders of the Series
B Preferred Stock or the shareholders for cause in the manner provided by law.
If the holders of the Series B Preferred Stock for any reason fail to elect
anyone to fill any such directorship, such position shall remain vacant until
such time as the holders of the Series B Preferred Stock elect a director to
fill such position and shall not be filled by resolution or vote of the
Corporation's Board of Directors or the Corporation's other stockholders. For so
long as 20% of the Series B Preferred Stock originally issued by UST and assumed
by the Corporation remains outstanding the Corporation's Board of Directors
shall not consist of more than nine (9) directors without the prior written
approval of the holders of two-thirds of the outstanding shares of the Series B
Preferred Stock. For so long as the holders of Series B Preferred Stock are
entitled to elect a director, the director so elected shall be appointed to each
committee of the Corporation's Board of Directors, including, without
limitation, the Corporation's Compensation Committee. The rights of the holders
of the Series B Preferred Stock set forth in the first and fourth sentences of
this Section 5A shall terminate upon the Purchasers ceasing to own beneficially
and of record, at least 5% of the Common Stock Deemed Outstanding (excluding for
purposes of this calculation any issuances by the Corporation of Common Stock,
Options or Convertible Securities after May 31, 2000 other than pursuant to the
Preferred Warrant and the Stock Option Plan).

                                       5



     4B. Other Voting Rights. The holders of the Initially Designated Preferred
Stock shall be entitled to notice of all stockholders meetings in accordance
with the Corporation's Bylaws, and except as otherwise required by applicable
law, the holders of the Initially Designated Preferred Stock shall be entitled
to vote on all matters submitted to the stockholders for a vote together with
the holders of the Common Stock voting together as a single class with each
share of Common Stock entitled to one vote per share, each Share of Series D
Preferred Stock and Series F Preferred Stock entitled to one vote for each share
of Common Stock issuable upon conversion of the such Initially Designated
Preferred Stock as of the record date for such vote or, if no record date is
specified, as of the date of such vote, and each Share of Series B and Series C
Preferred Stock entitled to 0.2653 votes for each share of Common Stock issuable
upon conversion of such Initially Designated Preferred Stock as of the record
date for such vote, or, if no record date is specified, as of the date of such
vote.

     4C. Covenants.

     (a) The Corporation shall not take any of the actions set forth below in
this subsection (a) without first obtaining the affirmative vote of the holders
of at least two-thirds of the then outstanding shares of Initially Designated
Preferred Stock, voting as a class:

     (i) sell, lease or otherwise dispose of any assets of the Corporation and
its Subsidiaries except for sales, leases or dispositions outside of the
ordinary course of business, consistent with past custom and practice;

     (ii) merge or consolidate with any person or entity; provided, that
directly or indirectly wholly owned Subsidiaries of the Corporation may merge
with and into the Corporation; and

     (iii) effect any other transaction or series of related transactions
involving the Corporation the result of which is that any person becomes the
beneficial owner (as determined in accordance with Rules 13d-3 and 13d-5 under
the Exchange Act except that a person will be deemed to have beneficial
ownership of all shares that such person has the right to acquire, whether such
right is exercisable immediately or only after the passage of time), directly or
indirectly, of more than 40% of the Voting Securities of the Corporation.

     (b) The Corporation shall not take any of the actions set forth below in
this subsection (b) without first obtaining the affirmative vote of the holders
of at least two-thirds of the then outstanding shares of each series of
Initially Designated Preferred Stock expressly authorized by such subsections to
vote as a series, each voting together as a separate series, for so long as at
least 20% of the relevant series of Initially Designated Preferred Stock
originally issued pursuant to the Purchase Agreements (excluding any Series B
Preferred Stock issued upon exercise of the Preferred Warrants) remains
outstanding:

                                       6



     (i) alter or change the preferences, rights or powers of the relevant
series of Preferred Stock (provided that only the series directly affected is
entitled to vote as a series under this provision);

     (ii) increase or decrease the authorized number of shares of the relevant
series of Initially Designated Preferred Stock (provided that only the affected
series is entitled to vote as a series under this provision);

     (iii) directly or indirectly declare or pay any dividends or make any
distributions upon, or repurchase or redeem, any of its capital stock or other
equity securities (or any securities directly or indirectly convertible into or
exercisable or exchangeable for equity securities), other than (a) the
repurchase of Options (or Common Stock issued upon exercise thereof) issued
pursuant to the Stock Option Plans in accordance with their respective terms and
(b) the mandatory repurchase of the Bayview Warrant (or Common Stock issued upon
exercise thereof) pursuant to Section 9 thereof as in effect on the Bayview Date
(provided that (x) with respect to dividends, distributions, repurchases or
redemptions involving the Series B Preferred Stock, only the Series C Preferred
Stock is entitled to vote as a series under this provision, (y) with respect to
dividends, distributions, repurchases or redemptions involving the Series C
Preferred Stock, only the Series B Preferred Stock is entitled to vote as a
series under this provision, and (z) with respect to dividends, distributions,
repurchases or redemptions involving the Series D Preferred Stock or the Series
F Preferred Stock, only the Series B Preferred Stock and the Series C Preferred
Stock are entitled to vote as separate series under this provision;

     (iv) issue any additional Series B Preferred Stock (other than in
connection with the exercise of the Preferred Warrants for Series B Preferred
Stock) or Series C Preferred Stock or create, authorize or issue any capital
stock that ranks prior (whether with respect to dividends or upon liquidation,
dissolution, winding up or otherwise) to or pari passu with the Series B
Preferred Stock or Series C Preferred Stock (provided that only Series B
Preferred Stock and Series C Preferred Stock are entitled to vote as separate
series under this provision);

     (v) issue any additional Series D Preferred Stock or Series F Preferred
Stock or create, authorize or issue any capital stock that ranks prior (whether
with respect to dividends or upon liquidation, dissolution, winding up or
otherwise) to the Series D Preferred Stock or Series F Preferred Stock (provided
that only Series D Preferred Stock and Series F Preferred Stock are entitled to
vote as separate series under this provision);

     (vi) amend, alter, repeal or waive any provision of the Corporation's
Certificate of Incorporation (including any certificate of amendment and whether
by amendment, merger or otherwise) or the Bylaws (provided that only Series B
Preferred Stock and Series C Preferred Stock are entitled to vote as separate
series under this provision);

     (vii) liquidate, dissolve or effect a recapitalization or reorganization in
any form of transaction (including, without limitation, any reorganization into
a limited liability company, a partnership or any other non-corporate entity
which is treated as a partnership

                                       7



for federal income tax purposes) (provided that only Series B Preferred Stock
and Series C Preferred Stock are entitled to vote as separate series under this
provision);

     (viii) create, incur, assume or suffer to exist, or permit any Subsidiary
to create, incur, assume or suffer to exist, any Liens on all or substantially
all of the assets of the Corporation and its Subsidiaries with respect to any
Indebtedness which is in excess of $5,000,000 in the aggregate (other than such
Liens existing as of May 31, 2000 for Series B Preferred Stock series voting and
August 31, 2000 for Series C Preferred Stock series voting ("Existing Liens")
and Liens securing Indebtedness which refinances, replaces or amends the
Indebtedness secured by such Existing Liens, provided that such Liens shall not
extend to property other than property subject to such Existing Liens) (and
provided further that only Series B Preferred Stock and Series C Preferred Stock
are entitled to vote as separate series under this provision); and

     (ix) other than with respect to the Permitted Issuances, authorize the
issuance of any Common Stock or Convertible Securities at a price below Market
Price; provided, that in the event that the Corporation receives stockholders'
approval pursuant to Section 5.07 of the Purchase Agreement for the Series B
Preferred Stock, this clause (ix) shall automatically terminate and be of no
further force and effect (and provided further that only Series B Preferred
Stock is entitled to vote as a series under this provision).

Section 5. Conversion.

5A. Conversion Procedure.

     (i) Subject to the terms of this Section 5, at any time and from time to
time, any holder of Preferred Stock may convert all or any portion of the
Preferred Stock (including any fraction of a Share) held by such holder into a
number of shares of Conversion Stock computed by multiplying the number of
Shares to be converted by:

     (i) $9.00 for Series B Preferred Stock;

     (ii) $6.00 for Series C Preferred Stock;

     (iii) $8.00 for Series D Preferred Stock; and

     (iv) $11.00 for Series F Preferred Stock;

and dividing the result by the Conversion Price then in effect.

     (ii) Except as otherwise provided herein, each conversion of Preferred
Stock shall be deemed to have been effected as of the close of business on the
date on which the certificate or certificates representing the Preferred Stock
to be converted have been surrendered for conversion at the principal office of
the Corporation. At the time any such conversion has been effected, the rights
of the holder of the Shares converted as a holder of Preferred Stock shall cease
and the Person or Persons in whose name or names any certificate or certificates
for shares of Conversion Stock are to be issued upon such

                                       8



conversion shall be deemed to have become the holder or holders of record of the
shares of Conversion Stock represented thereby.

     (iii) Notwithstanding any other provision hereof, if a conversion of
Preferred Stock is to be made in connection with a transaction affecting the
Corporation, the conversion of any Shares of Preferred Stock may, at the
election of the holder thereof, be conditioned upon the consummation of such
transaction, in which case such conversion shall not be deemed to be effective
until such transaction has been consummated.

     (iv) As soon as possible after a conversion has been effected (but in any
event within three (3) Business Days in the case of subparagraph (A) below), the
Corporation shall deliver to the converting holder:

     (A) a certificate or certificates representing the number of shares of
Conversion Stock issuable by reason of such conversion in such name or names and
such denomination or denominations as the converting holder has specified;

     (B) payment of any amount payable under subparagraph (viii) below with
respect to such conversion; and

     (C) a certificate representing any Shares which were represented by the
certificate or certificates delivered to the Corporation in connection with such
conversion but which were not converted.

     (v) The issuance of certificates representing shares of Conversion Stock
upon conversion of Preferred Stock shall be made without charge to the holders
of such Preferred Stock for any issuance tax in respect thereof or other cost
incurred by the Corporation in connection with such conversion and the related
issuance of shares of Conversion Stock. Upon conversion of each Share of
Preferred Stock, the Corporation shall take all such actions as are necessary in
order to insure that the Conversion Stock issuable with respect to such
conversion shall be validly issued, fully paid and nonassessable, free and clear
of all taxes, liens, charges and encumbrances with respect to the issuance
thereof.

     (vi) The Corporation shall not close its books against the transfer of
Preferred Stock or of Conversion Stock issued or issuable upon conversion of
Preferred Stock in any manner which interferes with the timely conversion of
Preferred Stock. The Corporation shall assist and cooperate with any holder of
Shares required to make any governmental filings or obtain any governmental
approval prior to or in connection with any conversion of Shares hereunder
(including, without limitation, making any filings required to be made by the
Corporation).

     (vii) The Corporation shall at all times reserve and keep available out of
its authorized but unissued shares of Conversion Stock, solely for the purpose
of issuance upon the conversion of the Preferred Stock, such number of shares of
Conversion Stock issuable upon the conversion of all outstanding Preferred
Stock. All shares of Conversion Stock which are so issuable shall, when issued,
be duly and validly issued, fully paid and nonassessable and free from all
taxes, liens and charges. The Corporation shall take all

                                       9




such actions as may be necessary to assure that all such shares of Conversion
Stock may be so issued without violation of any applicable law or governmental
regulation or any requirements of any domestic securities exchange upon which
shares of Conversion Stock may be listed (except for official notice of issuance
which shall be immediately delivered by the Corporation upon each such
issuance). The Corporation shall not take any action which would cause the
number of authorized but unissued shares of Conversion Stock to be less than the
number of such shares required to be reserved hereunder for issuance upon
conversion of the Preferred Stock.

     (viii) If any fractional interest in a share of Conversion Stock would,
except for the provisions of this subparagraph, be delivered upon any conversion
of Preferred Stock, the Corporation, in lieu of delivering the fractional share
therefor, shall pay an amount to the holder thereof equal to the Market Price of
such fractional interest as of the date of conversion.

     (ix) If the shares of Conversion Stock issuable by reason of conversion of
Preferred Stock are convertible into or exchangeable for any other stock or
securities of the Corporation, the Corporation shall, at the converting holder's
option, upon surrender of the Shares to be converted by such holder as provided
herein together with any notice, statement or payment required to effect such
conversion or exchange of Conversion Stock, deliver to such holder or as
otherwise specified by such holder a certificate or certificates representing
the stock or securities into which the shares of Conversion Stock issuable by
reason of such conversion are so convertible or exchangeable, registered in such
name or names and in such denomination or denominations as such holder has
specified.

5B. Conversion Price.

     (i) In order to prevent dilution of the conversion rights granted under
this Section 5, the Conversion Price of each class of Preferred Stock shall be
subject to adjustment from time to time pursuant to this Section 5B.

     (ii) If and whenever after the original date of issuance of the relevant
class of Preferred Stock, the Corporation issues or sells, or in accordance with
Section 5C is deemed to have issued or sold, any shares of its Common Stock for
a consideration per share less than the Market Price of the Common Stock
determined as of the date of such issue or sale, then immediately upon such
issue or sale, the Conversion Price shall be reduced to the Conversion Price
determined by multiplying the Conversion Price in effect immediately prior to
such issue or sale by a fraction, the numerator of which shall be the sum of (1)
the number of shares of Common Stock Deemed Outstanding immediately prior to
such issue or sale multiplied by the Market Price of the Common Stock determined
as of the date of such issuance or sale, plus (2) the consideration, if any,
received by the Corporation upon such issue or sale, and the denominator of
which shall be the product derived by multiplying the Market Price of the Common
Stock by the number of shares of Common Stock Deemed Outstanding immediately
after such issue or sale.

                                       10




     (iii) Notwithstanding the foregoing, there shall be no adjustment to the
Conversion Price hereunder with respect to the following (collectively referred
to herein as the "Permitted Issuances"):

     (A) the issuance or granting of Common Stock, Options or Convertible
Securities to employees, officers, consultants and directors of the Corporation
and its Subsidiaries or the exercise thereof pursuant to the Stock Option Plans;

     (B) the issuance or granting of Options for up to 75,000 shares of Common
Stock (as adjusted for any stock splits, reverse stock splits, share
combinations, stock dividends or similar reclassifications) to employees and
consultants of the Corporation outside of the Stock Option Plans;

     (C) for purposes of Series B Preferred Stock Conversion Price adjustment
only, the issuance of Series B Preferred Stock upon exercise of the Preferred
Warrants;

     (D) the issuance of Common Stock upon exercise of the Warrant To Purchase
Common Stock of UST, dated as of September 24, 1999, issued to Bayview Capital
Partners L.P. (the "Bayview Warrant");

     (E) the issuance of Common Stock upon conversion of the Convertible
Subordinated Note, dated as of September 24, 1999, issued by UST to CEX
Holdings, Inc. (the "CEX Convertible Note");

     (F) the issuance of shares of Common Stock to Jack D. Ashabranner II (or a
trust solely for his benefit) in respect of a court-approved settlement of his
claim against Corporate Express Delivery Systems, Inc., solely to meet any
shortfall in the market value between the 600,000 shares of Common Stock that
have been issued for the benefit of Mr. Ashabranner in respect of such
settlement and the sum of $550,000, pursuant to the terms of such settlement;
and

     (G) the issuance of Common Stock upon exercise of the Common Warrants;

     (H) for Series C Preferred Stock, Series D Preferred Stock, and Series F
Preferred Stock Conversion Price adjustment only, the issuance of Series D
Preferred Stock upon exercise of the Bridge Warrant or upon conversion of the
Bridge Note;

     (I) for Series C Preferred Stock, Series D Preferred Stock, and Series F
Preferred Stock Conversion Price adjustment only, the issuance of Series C
Preferred Stock upon exercise of the Series C Warrants; and

     (J) for Series C Preferred Stock, Series D Preferred Stock, and Series F
Preferred Stock Conversion Price adjustment only, the issuance of Common Stock
upon conversion of the Series B Preferred Stock, Series C Preferred Stock,
Series D Preferred Stock, and Series F Preferred Stock.

     5C. Effect on Conversion Price of Certain Events. For purposes of
determining the adjusted Conversion Price under paragraph 5B, the following
shall be applicable:

                                       11




     (i) Issuance of Rights or Options. If the Corporation in any manner grants
or sells any Options and the price per share for which Common Stock is issuable
upon the exercise of such Options, or upon conversion or exchange of any
Convertible Securities issuable upon exercise of such Options, is less than the
Market Price of the Common Stock determined as of such time, then the total
maximum number of shares of Common Stock issuable upon the exercise of such
Options or upon conversion or exchange of the total maximum amount of such
Convertible Securities issuable upon the exercise of such Options shall be
deemed to be outstanding and to have been issued and sold by the Corporation at
the time of the granting or sale of such Options for such price per share. For
purposes of this paragraph, the "price per share for which Common Stock is
issuable" shall be determined by dividing (A) the total amount, if any, received
or receivable by the Corporation as consideration for the granting or sale of
such Options, plus the minimum aggregate amount of additional consideration
payable to the Corporation upon exercise of all such Options, plus in the case
of such Options which relate to Convertible Securities, the minimum aggregate
amount of additional consideration, if any, payable to the Corporation upon the
issuance or sale of such Convertible Securities and the conversion or exchange
thereof, by (B) the total maximum number of shares of Common Stock issuable upon
the exercise of such Options or upon the conversion or exchange of all such
Convertible Securities issuable upon the exercise of such Options. No further
adjustment of the Conversion Price shall be made when Convertible Securities are
actually issued upon the exercise of such Options or when Common Stock is
actually issued upon the exercise of such Options or the conversion or exchange
of such Convertible Securities.

     (ii) Issuance of Convertible Securities. If the Corporation in any manner
issues or sells any Convertible Securities and the price per share for which
Common Stock is issuable upon conversion or exchange thereof is less than the
Market Price of the Common Stock determined as of such time, then the maximum
number of shares of Common Stock issuable upon conversion or exchange of such
Convertible Securities shall be deemed to be outstanding and to have been issued
and sold by the Corporation at the time of the issuance or sale of such
Convertible Securities for such price per share. For the purposes of this
paragraph, the "price per share for which Common Stock is issuable" shall be
determined by dividing (A) the total amount received or receivable by the
Corporation as consideration for the issue or sale of such Convertible
Securities, plus the minimum aggregate amount of additional consideration, if
any, payable to the Corporation upon the conversion or exchange thereof, by (B)
the total maximum number of shares of Common Stock issuable upon the conversion
or exchange of all such Convertible Securities. No further adjustment of the
Conversion Price shall be made when Common Stock is actually issued upon the
conversion or exchange of such Convertible Securities, and if any such issue or
sale of such Convertible Securities is made upon exercise of any Options for
which adjustments of the Conversion Price had been or are to be made pursuant to
other provisions of this Section 5, no further adjustment of the Conversion
Price shall be made by reason of such issue or sale.

     (iii) Change in Option Price or Conversion Rate. If the purchase price
provided for in any Options, the additional consideration, if any, payable upon
the conversion or exchange of any Convertible Securities or the rate at which
any Convertible Securities are convertible into or exchangeable for Common Stock
changes at any time, the Conversion

                                       12




Price in effect at the time of such change shall be immediately adjusted to the
Conversion Price which would have been in effect at such time had such Options
or Convertible Securities still outstanding provided for such changed purchase
price, additional consideration or conversion rate, as the case may be, at the
time initially granted, issued or sold. For purposes of Section 5C, if the terms
of any Option or Convertible Security which was outstanding as of the date of
issuance of the Preferred Stock with a Conversion Price to be adjusted are
changed in the manner described in the immediately preceding sentence, then such
Option or Convertible Security and the Common Stock deemed issuable upon
exercise, conversion or exchange thereof shall be deemed to have been issued as
of the date of such change; provided, that (A) no such change shall at any time
cause the Conversion Price hereunder to be increased, and (B) no adjustment to
the Conversion Price pursuant to this clause (iii) shall be made as a result of
any adjustment to the exercise and/or conversion price with respect to the
Bayview Warrant, the CEX Convertible Note, the Common Warrants, the Preferred
Warrants (with respect only to the Series B Preferred Stock), and with respect
to the Series D Preferred Stock and Series F Preferred Stock only, the Series B
Preferred Stock, the Series C Preferred Stock, the Series C Warrants, the
conversion of the Bridge Note, and the exercise of the Bridge Note Warrants,
pursuant to and in accordance with the antidilution protection provisions of
such securities as in effect on:

      (i) May 31, 2000 for Series B Preferred Stock;

     (ii) August 31, 2000 for Series C Preferred Stock;

    (iii) February 16, 2001 for Series D Preferred Stock; and

     (iv) July 12, 2001 for Series F Preferred Stock.

In addition, notwithstanding the foregoing there shall be no adjustment to the
Conversion Price of the Series B Preferred Stock or the Series C Preferred
Stock, or to the shares of Series D Preferred Stock held by TH Li on October 4,
2001, pursuant to the provisions of this Section 5C(iii) as a result of the
reduction of the Conversion Price of Series B Preferred Stock to $1.3988 and the
reduction of the Conversion Price of Series C Preferred Stock to $1.3867 as a
result of amendment to this Certificate of Incorporation.

     (iv) Treatment of Expired Options and Unexercised Convertible Securities.
Upon the expiration of any Option or the termination of any right to convert or
exchange any Convertible Security without the exercise of any such Option or
right, the Conversion Price then in effect hereunder shall be adjusted
immediately to the Conversion Price which would have been in effect at the time
of such expiration or termination had such Option or Convertible Security, to
the extent outstanding immediately prior to such expiration or termination,
never been issued. For purposes of Section 5C, the expiration or termination of
any Option or Convertible Security which was outstanding as of the date of
issuance of the Preferred Stock with Conversion Price subject to adjustment
shall not cause the Conversion Price hereunder to be adjusted unless, and only
to the extent that, a change in the terms of such Option or Convertible Security
caused it to be deemed to have been

                                       13




issued after the date of issuance of the Preferred Stock with Conversion Price
subject to adjustment.

     (v) Calculation of Consideration Received. If any Common Stock, Option or
Convertible Security is issued or sold or deemed to have been issued or sold for
cash, the consideration received therefor shall be deemed to be the amount
received by the Corporation therefor. If any Common Stock, Option or Convertible
Security is issued or sold for a consideration other than cash, the amount of
the consideration other than cash received by the Corporation shall be the fair
value of such consideration, except where such consideration consists of
securities, in which case the amount of consideration received by the
Corporation shall be the Market Price thereof as of the date of receipt. The
fair value of any consideration other than cash and securities shall be
determined jointly by the Corporation and the holders of at least two-thirds of
the each then outstanding class of Preferred Stock voting as individual classes.
If such parties are unable to reach agreement within a reasonable period of
time, the fair value of such consideration shall be determined by an independent
appraiser experienced in valuing such type of consideration jointly selected by
the Corporation and the holders of at least two-thirds of each of the then
outstanding classes of Preferred Stock, voting as individual classes. The
determination of such appraiser shall be final and binding upon the parties, and
the fees and expenses of such appraiser shall be borne by the Corporation.

     (vi) Integrated Transactions. In case any Option (with respect to Series B
Preferred Stock only, other than the Common Warrants and the Preferred Warrants)
is issued in connection with the issue or sale of other securities of the
Corporation, together comprising one integrated transaction in which no specific
consideration is allocated to such Option by the parties thereto, the Option
shall be deemed to have been issued for a consideration of $.01.

     (vii) Treasury Shares. The number of shares of Common Stock outstanding at
any given time shall not include shares owned or held by or for the account of
the Corporation or any Subsidiary, and the disposition of any shares so owned or
held shall be considered an issue or sale of Common Stock.

     (viii) Record Date. If the Corporation takes a record of the holders of
Common Stock for the purpose of entitling them (a) to receive a dividend or
other distribution payable in Common Stock, Options or in Convertible Securities
or (b) to subscribe for or purchase Common Stock, Options or Convertible
Securities, then such record date shall be deemed to be the date of the issue or
sale of the shares of Common Stock deemed to have been issued or sold upon the
declaration of such dividend or upon the making of such other distribution or
the date of the granting of such right of subscription or purchase, as the case
may be.

     5D. Subdivision or Combination of Common Stock. If the Corporation at any
time subdivides (by any stock split, stock dividend, recapitalization or
otherwise) one or more classes of its outstanding shares of Common Stock into a
greater number of shares, the Conversion Price in effect immediately prior to
such subdivision shall be proportionately reduced, and if the Corporation at any
time combines (by reverse stock split or otherwise)

                                       14




one or more classes of its outstanding shares of Common Stock into a smaller
number of shares, the Conversion Price in effect immediately prior to such
combination shall be proportionately increased.

     5E. Reorganization, Reclassification, Consolidation, Merger or Sale. Any
recapitalization, reorganization, reclassification, consolidation, merger, sale
of all or substantially all of the Corporation's assets or other transaction, in
each case which is effected in such a manner that the holders of Common Stock
are entitled to receive (either directly or upon subsequent liquidation) stock,
securities or assets with respect to or in exchange for Common Stock held by
such holders, is referred to herein as an "Organic Change". Prior to the
consummation of any Organic Change, the Corporation shall make appropriate
provisions to insure that each of the holders of Initially Designated Preferred
Stock shall thereafter have the right to acquire and receive, in lieu of the
shares of Conversion Stock immediately theretofore acquirable and receivable
upon the conversion of such holder's Initially Designated Preferred Stock, such
shares of stock, securities or assets as such holder would have received in
connection with such Organic Change if such holder had converted its Initially
Designated Preferred Stock immediately prior to such Organic Change. In each
such case, the Corporation shall also make appropriate provisions to insure that
the provisions of this Section 5 and Section 6 below shall thereafter be
applicable to the Initially Designated Preferred Stock. The Corporation shall
not effect any such consolidation, merger or sale, unless prior to the
consummation thereof, the successor entity (if other than the Corporation)
resulting from consolidation or merger or the entity purchasing such assets
assumes by written instrument, the obligation to deliver to each such holder
such shares of stock, securities or assets as, in accordance with the foregoing
provisions, such holder may be entitled to acquire.

     5F. Certain Events. If any event occurs of the type contemplated by the
provisions of this Section 5 but not expressly provided for by such provisions
(including, without limitation, the granting of stock appreciation rights,
phantom stock rights or other rights with equity features), then the
Corporation's Board of Directors shall make an appropriate adjustment in the
Conversion Price so as to protect the rights of the holders of Preferred Stock;
provided, that no such adjustment shall increase the Conversion Price or
decrease the number of shares of Conversion Stock issuable upon conversion of
each Share of Preferred Stock as otherwise determined pursuant to this Section
5.

     5G.  Notices.

     (i) Immediately upon any adjustment of the Conversion Price, the
Corporation shall give written notice thereof to all affected holders of
Preferred Stock, setting forth in reasonable detail and certifying the
calculation of such adjustment.

     (ii) The Corporation shall give written notice to all holders of Preferred
Stock at least 20 days prior to the date on which the Corporation closes its
books or takes a record (a) with respect to any dividend or distribution upon
Common Stock, (b) with respect to any pro rata subscription offer to holders of
Common Stock or (c) for determining rights to vote with respect to any Organic
Change, dissolution or liquidation.

                                       15



     (iii) The Corporation shall also give written notice to the holders of
Preferred Stock at least 20 days prior to the date on which any Organic Change
shall take place.

     Section 6. Purchase Rights. If at any time the Corporation grants, issues
or sells any Options, Convertible Securities or rights to purchase stock,
warrants, securities or other property pro rata to the record holders of any
class of Common Stock (the "Purchase Rights"), then each holder of Initially
Designated Preferred Stock shall be entitled to acquire, upon the terms
applicable to such Purchase Rights, the aggregate Purchase Rights which such
holder could have acquired if such holder had held the number of shares of
Conversion Stock acquirable upon conversion of such holder's Initially
Designated Preferred Stock immediately before the date on which a record is
taken for the grant, issuance or sale of such Purchase Rights, or if no such
record is taken, the date as of which the record holders of Common Stock are to
be determined for the grant, issue or sale of such Purchase Rights.

     Section 7. Registration of Transfer. The Corporation shall keep at its
principal office a register for the registration of Preferred Stock. Upon the
surrender of any certificate representing Preferred Stock at such place, the
Corporation shall, at the request of the record holder of such certificate,
execute and deliver (at the Corporation's expense) a new certificate or
certificates in exchange therefor representing in the aggregate the number of
Shares represented by the surrendered certificate. Each such new certificate
shall be registered in such name and shall represent such number of Shares as is
requested by the holder of the surrendered certificate and shall be
substantially identical in form to the surrendered certificate, and dividends
shall accrue on the Preferred Stock represented by such new certificate from the
date to which dividends have been fully paid on such Preferred Stock represented
by the surrendered certificate.

     Section 8. Replacement. Upon receipt of evidence reasonably satisfactory to
the Corporation (an affidavit of the registered holder shall be satisfactory) of
the ownership and the loss, theft, destruction or mutilation of any certificate
evidencing Shares, and in the case of any such loss, theft or destruction, upon
receipt of indemnity reasonably satisfactory to the Corporation (provided that
if the holder is a financial institution or other institutional investor its own
agreement shall be satisfactory), or, in the case of any such mutilation upon
surrender of such certificate, the Corporation shall (at its expense) execute
and deliver in lieu of such certificate a new certificate of like kind
representing the number of Shares of such class represented by such lost,
stolen, destroyed or mutilated certificate and dated the date of such lost,
stolen, destroyed or mutilated certificate, and dividends shall accrue on the
Preferred Stock represented by such new certificate from the date to which
dividends have been fully paid on such lost, stolen, destroyed or mutilated
certificate.

     Section 9. Definitions for Purposes of Article IV, Paragraph D.

     For the purposes of this Section D of Article IV, the following definitions
shall apply.

                                       16



"Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person, where
"control" means the possession, directly or indirectly, of the power to direct
the management and policies of a Person whether through ownership of voting
securities, contract or otherwise.

"Bayview Date" means:

     (i) May 31, 2000 for Series B Preferred Stock;

     (ii) August 21, 2000 for Series C Preferred Stock;

     (iii) February 1, 2001 for Series D Preferred Stock; and

     (iv) February 1, 2001 for Series F Preferred Stock

"Bayview Warrant" has the meaning set forth in Section 5B(iii). "Bridge Note"
means the Convertible Bridge Notes issued to TH Li pursuant to certain Bridge
Loan Agreements by and between UST and TH Li dated January 4, 2001 and January
31, 2001.

"Bridge Warrant" means a warrant to purchase Series D Preferred Stock issued by
UST to TH Li pursuant to a certain Bridge Loan Agreement by and between UST and
TH Li dated January 4, 2001.

"CEX Convertible Note" has the meaning set forth in Section 5B(iii)(E).

"Common Stock" means, collectively, the Corporation's common stock, par value
$0.004 per share, and any capital stock of any class of the Corporation
hereafter authorized which is not limited to a fixed sum or percentage of par or
stated value in respect to the rights of the holders thereof to participate in
dividends or in the distribution of assets upon any liquidation, dissolution or
winding up of the Corporation. "Common Stock Deemed Outstanding" means, at any
given time, the number of shares of Common Stock actually outstanding at such
time, plus the number of shares of Common Stock deemed to be outstanding
pursuant to subparagraphs 5C(i) and 5C(ii) hereof whether or not the Options or
Convertible Securities are actually exercisable at such time.

"Common Warrants" means, collectively, the "Common Warrants" as defined in, and
issued pursuant to, the Series B Purchase Agreement, and any warrants issued in
exchange, substitution or replacement therefor.

"Conversion Price" means the conversion price of the Initially Designated
Preferred Stock, as follows:

     (i) $1.3988 for Series B Preferred Stock;

     (ii) $1.3867 for Series C Preferred Stock;

     (iii) $0.7912 for Series D Preferred Stock; and

                                       17



     (iv) $0.55 for Series F Preferred Stock.

"Conversion Stock" means shares of the Corporation's Common Stock; provided,
that if there is a change such that the securities issuable upon conversion of
the Preferred Stock are issued by an entity other than the Corporation or there
is a change in the type or class of securities so issuable, then the term
"Conversion Stock" shall mean one share of the security issuable upon conversion
of the Preferred Stock if such security is issuable in shares, or shall mean the
smallest unit in which such security is issuable if such security is not
issuable in shares.

"Convertible Securities" means any stock or securities directly or indirectly
convertible into or exchangeable for Common Stock.

"Corporation" means Velocity Express Corporation, a Delaware corporation, or,
where applicable (for example, in connection with agreements dated prior to the
date of incorporation of the Corporation under the GCL), UST. Where applicable,
reference to certain agreements of the Corporation entered into prior to its
incorporation under the GCL refer to those as assumed by the surviving entity as
a matter of law under the expected merger between the Corporation and UST.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Existing Liens" has the meaning set forth in Section 4C(x).

"Indebtedness" means at a particular time, without duplication, (a) any
indebtedness for borrowed money or issued in substitution for or exchange of
indebtedness for borrowed money, (b) any indebtedness or other liability
evidenced by any note, bond, debenture or other debt security, (c) any
indebtedness for the deferred purchase price of property or services with
respect to which a Person is liable, contingently or otherwise, as obligor or
otherwise (other than trade payables and other current liabilities incurred in
the ordinary course of business which are not more than ninety (90) days past
due), (d) any commitment by which a Person assures a creditor against loss
(including, without limitation, contingent reimbursement obligations with
respect to letters of credit), (e) any indebtedness or other liability
guaranteed in any manner by a Person (including, without limitation, guarantees
in the form of an agreement to repurchase or reimburse), (f) any obligations
under capitalized leases with respect to which a Person is liable, contingently
or otherwise, as obligor, guarantor or otherwise, or with respect to which
obligations a Person assures a creditor against loss, and (g) any indebtedness
or other liability secured by a Lien on a Person's assets.

"Initially Designated Preferred Stock" means the Series B Preferred Stock,
Series C Preferred Stock, Series D Preferred Stock, and Series F Preferred
Stock.

"Junior Securities" has the meaning set forth in Section 1.

"Lien" means any lien, mortgage, pledge, security interest, restriction, charge
or other encumbrance.

                                       18



"Liquidation Event" has the meaning set forth in Section 3.

"Liquidation Value" of any Share as of any particular date shall be equal to:

     (i) $9.00 for Series B Preferred Stock;

     (ii) $6.00 for Series C Preferred Stock;

     (iii) $8.00 for Series D Preferred Stock; and

     (iv) $11.00 for Series F Preferred Stock.

"Market Price" of any security means the average of the closing prices of such
security's sales on all securities exchanges on which such security may at the
time be listed, or, if there has been no sales on any such exchange on any day,
the average of the highest bid and lowest asked prices on all such exchanges at
the end of such day, or, if on any day such security is not so listed, the
average of the representative bid and asked prices quoted in the NASDAQ System
as of 4:00 P.M., New York time, or, if on any day such security is not quoted in
the NASDAQ System, the average of the highest bid and lowest asked prices on
such day in the domestic over-the-counter market as reported by the National
Quotation Bureau, Incorporated, or any similar successor organization, in each
such case averaged over a period of the twenty (20) consecutive trading days
immediately prior to the day as of which "Market Price" is being determined. If
at any time such security is not listed on any securities exchange or quoted in
the NASDAQ System or the over-the-counter market, the "Market Price" shall be
the fair value thereof determined jointly by the Corporation and the holders of
at least two-thirds of each of the then outstanding classes of Preferred Stock,
voting as individual classes. If such parties are unable to reach agreement
within a reasonable period of time, such fair value shall be determined by an
independent appraiser experienced in valuing securities jointly selected by the
Corporation and the holders of at least two-thirds of each of the then
outstanding classes of Preferred Stock, voting as individual classes. The
determination of such appraiser shall be final and binding upon the parties, and
the Corporation shall pay the fees and expenses of such appraiser.

"Options" means any rights, warrants or options to subscribe for or purchase
Common Stock or Convertible Securities.

"Permitted Issuances" means the acts described in Section 5B(iii).

"Person" means an individual, a partnership, a corporation, a limited liability
company, a limited liability, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.

"Preferred Warrants" means, collectively, the "Preferred Warrants" and the
"Additional Warrants" as defined in, and issued pursuant to, the Purchase
Agreements, and any warrants issued in exchange, substitution or replacement
thereof.

"Purchase Agreement" means:

                                       19



     (i) with respect to Series B Preferred Stock, the Securities Purchase
Agreement, dated as of May 15, 2000, by and among the Corporation and certain
investors, as such agreement may from time to time be amended in accordance with
its terms;

     (ii) with respect to Series C Preferred Stock, the Securities Purchase
Agreement, dated as of September 1, 2000, by and among the Corporation and
certain investors, as such agreement may from time to time be amended in
accordance with its terms;

     (iii) with respect to Series D Preferred Stock, the Securities Purchase
Agreement, dated as of February 1, 2001, by and among the Corporation and
certain investors, as such agreement may from time to time be amended in
accordance with its terms; and

     (iv) with respect to Series F Preferred Stock, the Subscription Note
Purchase Agreements by and among the Corporation and certain investors, as such
agreements may from time to time be amended in accordance with their terms.

"Purchasers" means the "Purchasers" as defined in the Purchase Agreements and
their respective Affiliates.

"Series B Preferred Stock" has the meaning set forth in Article IV, C.1, Section
1.

"Series C Preferred Stock" has the meaning set forth in Article IV, C.1, Section
1.

"Series D Preferred Stock" has the meaning set forth in Article IV, C.1, Section
1.

"Series F Preferred Stock" has the meaning set forth in Article IV, C.1, Section
1.

"Series C Warrants" means, collectively, the "Series C Warrants" as defined in,
and issued pursuant to, Securities Purchase Agreement dated as of September 1,
2000, by and among UST and certain investors, as such agreement may from time to
time be amended in accordance with its terms, and any warrants issued in
exchange, substitution or replacement therefor.

"Share" has the meaning set forth in Section 3.

"Stock Option Plans" means, collectively, the Corporation's 1995 Stock Option
Plan, 1996 Director Stock Option Plan and 2000 Stock Option Plan.

"Subsidiary" means, with respect to any Person, any corporation, limited
liability company, partnership, association or other business entity of which
(i) if a corporation, a majority of the total voting power of shares of stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a limited
liability company, partnership, association or other business entity, a majority
of the partnership or other similar ownership interest thereof is at the time
owned or controlled, directly or indirectly, by any Person or one or more
Subsidiaries of that person or a combination thereof. For purposes hereof, a
Person or Persons shall be deemed to have a

                                       20



majority ownership interest in a limited liability company, partnership,
association or other business entity if such Person or Persons shall be
allocated a majority of limited liability company, partnership, association or
other business entity gains or losses or shall be or control the managing
general partner of such limited liability company, partnership, association or
other business entity.

"TH Li" means collectively TH Lee.Putnam Internet Partners, LP, a Delaware
limited partnership, TH Lee.Putnam Internet Parallel Partners, LP, a Delaware
limited partnership, THLi Coinvestment Partners LLC, a Delaware limited
liability company, and Blue Star I, LLC, a Delaware limited liability company.

"UST" means United Shipping and Technology, Inc., a Utah corporation and the
predecessor of Velocity Express Corporation, a Delaware corporation.

"Voting Securities" means securities of the Corporation ordinarily having the
power to vote for the election of directors of the Corporation; provided, that
when the term "Voting Securities" is used with respect to any other Person it
means the capital stock or other equity interests of any class or kind
ordinarily having the power to vote for the election of directors or other
members of the governing body of such Person.

     Section 10. Amendment and Waiver. No amendment, modification or waiver
shall be binding or effective with respect to any provision of Sections 1 to 11
hereof without the prior written consent of the holders of at least two-thirds
of each series of Preferred Stock outstanding, voting as individual series, at
the time such action is taken.

     Section 11. Notices. Except as otherwise expressly provided hereunder, all
notices referred to herein shall be in writing and shall be delivered by
registered or certified mail, return receipt requested and postage prepaid, or
by reputable overnight courier service, charges prepaid, and shall be deemed to
have been given when so mailed or sent (i) to the Corporation, at its principal
executive offices and (ii) to any stockholder, at such holder's address as it
appears in the stock records of the Corporation (unless otherwise indicated by
any such holder).

                                    ARTICLE V

     Adoption, Amendment or Repeal of Bylaws; Right of Inspection. In
furtherance, and not in limitation, of the powers conferred by law, the Board of
Directors is expressly authorized and empowered:

     (A) subject to the rights of the holders of any class or series of
Preferred Stock then outstanding, to adopt, amend or repeal the Bylaws of the
Corporation, provided, however, that any Bylaws adopted by the Board of
Directors under the powers hereby conferred may be amended or repealed by the
Board of Directors or by the stockholders having voting power with respect
thereto; and

                                       21



     (B) from time to time to determine whether and to what extent, and at what
times and places, and under what conditions and regulations, the accounts and
books of the Corporation, or any of them, shall be open to inspection of
stockholders; and, except as so determined, or as expressly provided in the
Purchase Agreements, this Certificate of Incorporation or in any Preferred Stock
Designation, no stockholder shall have any right to inspect any account, book or
document of the Corporation other than such rights as may be conferred by law.

     The Corporation may in its Bylaws confer powers upon the Board of Directors
in addition to the foregoing and in addition to the powers and authorities
expressly conferred upon the Board of Directors by law.

                                   ARTICLE VI

     Subject to the rights of the holders of any class or series of Preferred
Stock then outstanding, the number of directors of this Corporation shall be
fixed from time to time by a bylaw or amendment thereof duly adopted by the
Board of Directors or by the stockholders.

                                   ARTICLE VII

     Elections of directors need not be by written ballot unless the Bylaws of
this Corporation shall so provide.

                                  ARTICLE VIII

     Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of this Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of this Corporation.

                                   ARTICLE IX

     A director of this Corporation shall, to the fullest extent permitted by
the GCL as it now exists or as it may hereafter be amended, not be personally
liable to this Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to this Corporation or its stockholders, (ii) for
acts or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit. If the GCL is amended after incorporation of this Corporation
to authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of this Corporation
shall be eliminated or limited to the fullest extent permitted by the GCL, as so
amended.

     Any amendment, repeal or modification of this Article IX by the
stockholders of this Corporation shall not apply to or adversely affect any
right or protection of a director

                                       22



of this Corporation existing at the time, or increase the liability of any
director of this Corporation with respect to any acts or omissions of such
director occurring prior to such amendment, repeal, modification or adoption.

                                    ARTICLE X

     To the fullest extent permitted by applicable law, this Corporation is
authorized to provide indemnification of (and advancement of expenses to) agents
of this Corporation (and any other persons to which General Corporation Law of
Delaware permits this Corporation to provide indemnification) through bylaw
provisions, agreements with such agents or other persons, vote of stockholders
or disinterested directors or otherwise, in excess of the indemnification and
advancement otherwise permitted by Section 145 of the General Corporation Law,
subject only to limits created by applicable General Corporation Law of
Delaware(statutory or non-statutory), with respect to actions for breach of duty
to this Corporation, its stockholders, and others.

     Any amendment, repeal or modification of the foregoing provisions of this
Article X shall not adversely affect any right or protection of a director,
officer, agent, or other person existing at the time of, or increase the
liability of any director of this Corporation with respect to any acts or
omissions of such director, officer or agent occurring prior to, such amendment,
repeal or modification.

                                   ARTICLE XI

     On the date any of the Corporation's securities are registered pursuant to
Section 12 of the Exchange Act of 1934, as amended, any action required or
permitted to be taken by the stockholders of the Corporation must be taken at an
annual or special meeting of the stockholders and may not be taken by any
consent in writing by such stockholders.

                                   ARTICLE XII

     This Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

                                  ARTICLE XIII

The name and address of the incorporator is:

Wesley C. Fredenburg
Four Paramount Plaza
7803 Glenroy Road, Suite 200
Bloomington, Minnesota 55439

                                       23



     IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated
Certificate of Incorporation to be duly executed by ___________, its ________,
on this ___th day of __________, 2002.


                                       _________________________________________
                                       Name:
                                       Title:

                                       24