<PAGE>   1
                                                                     EXHIBIT 4.1

                                WARRANT AGREEMENT

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR REGISTERED OR QUALIFIED UNDER
THE SECURITIES OR BLUE SKY LAWS OF ANY STATE. NEITHER THIS WARRANT, NOR THE
SECURITIES ISSUABLE UPON EXERCISE HEREOF, NOR ANY INTEREST OR PARTICIPATION
THEREIN, MAY BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, ENCUMBERED OR IN ANY
OTHER MANNER TRANSFERRED OR DISPOSED OF UNLESS (I) REGISTERED UNDER AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND IN FULL COMPLIANCE
WITH THE APPLICABLE RULES AND REGULATIONS THEREUNDER AND APPLICABLE STATE
SECURITIES OR BLUE SKY LAWS, (II) PURSUANT TO RULE 144 UNDER SUCH ACT OR (III)
UNLESS VERSO TECHNOLOGIES, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF
SUCH SECURITIES, REASONABLY SATISFACTORY TO VERSO TECHNOLOGIES, INC., STATING
THAT SUCH SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, ENCUMBRANCE OR OTHER MANNER
OF TRANSFER OR DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS
DELIVERY REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE
SECURITIES OR BLUE SKY LAW.

                            VERSO TECHNOLOGIES, INC.

                            Warrant for the Purchase
                            of Shares of Common Stock

Warrant No. PNC-2

January 30, 2001                                                   83,334 Shares

         FOR VALUE RECEIVED, VERSO TECHNOLOGIES, INC., a Minnesota corporation
(the "Company"), hereby certifies that PNC BANK, NATIONAL ASSOCIATION (the
"Holder"), is entitled, subject to the provisions of this Warrant, to purchase
from the Company, at any time or from time to time during the Exercise Period
(as hereinafter defined) 83,334 shares of the common stock of the Company (the
"Warrant Shares") at the applicable Exercise Price (as hereinafter defined).

         The number and character of shares of common stock of the Company (the
"Company Common Stock") to be received upon exercise of this Warrant are subject
to adjustment in accordance with the provisions of Sections 6 and 7 hereof.

         For purposes of this Warrant, "Warrant Shares" means the shares of the
Company Common Stock deliverable upon exercise of this Warrant, as adjusted from
time to time. Unless the context requires otherwise, all references to the
Company Common Stock and Warrant

<PAGE>   2

Shares in this Warrant shall, in the event of an adjustment pursuant to Sections
6 and 7 hereof, be deemed to refer also to any securities or property then
issuable upon exercise of this Warrant as a result of such adjustment.

         Section 1. Exercise of Warrant. This Warrant may be exercised, in
whole, at any time or from time to time during the Exercise Period or, if such
day is not a Business Day, then on the next succeeding Business Day, by
presentation and surrender hereof to the Company at the address set forth in
Section 15 hereof (or at such other address as the Company may hereafter notify
the Holder in writing), with the Purchase Form annexed hereto duly executed and
accompanied by proper payment of the aggregate applicable Exercise Price in
lawful money of the United States of America in the form of a certified or
cashier's check to the order of Verso Technologies, Inc. or by wire transfer of
same day funds, for the number of Warrant Shares specified in such form. Upon
receipt by the Company of this Warrant and such Purchase Form, together with the
aggregate applicable Exercise Price (as hereinafter defined) for the number of
Warrant Shares specified in such Purchase Form, at such office, the Company
shall issue and deliver to the Holder, in the name of the Holder, a certificate
or certificates for the Warrant Shares. Such certificate or certificates shall
be deemed to have been issued and the Holder shall be deemed to have become the
holder of record of such Warrant Shares as of the date of the surrender of this
Warrant, notwithstanding that the stock transfer books of the Company shall then
be closed or that certificates representing such Warrant Shares shall not then
be actually delivered to the Holder. The Company shall pay any and all
documentary stamp or similar issue or transfer taxes payable in respect of the
issue or delivery of the Warrant Shares.

         Section 2. Exercise Period and Exercise Price.

                  (a)      This Warrant shall be exercisable during the period
(the "Exercise Period") beginning on the date of execution of this Warrant (the
"Initial Exercise Date") and ending at 5:00 p.m. (Atlanta, Georgia time) on the
fifth anniversary date of the Initial Exercise Date (the "Termination Date").

                  (b)      "Exercise Price" means $1.50 per share of the Company
Common Stock, subject to adjustment as herein provided.

         Section 3. Reservation of Shares. The Company hereby agrees that at all
times there shall be reserved for issuance and delivery upon exercise of this
Warrant all shares of the Company Common Stock or other shares of capital stock
of the Company or other property from time to time issuable upon exercise of
this Warrant. All such shares shall be duly authorized and, when issued upon
such exercise in accordance with the terms of this Warrant, shall be validly
issued, fully paid and nonassessable, free and clear of all liens, security
interests, charges and other encumbrances or restrictions on sale (other than
any restrictions on sale pursuant to applicable federal and state securities
laws) and free and clear of all preemptive rights.

         Section 4. Exchange, Transfer, Assignment or Loss of Warrant.

                  (a)      This Warrant is exchangeable, without expense, at the
option of the Holder, upon presentation and surrender hereof to the Company for
other warrants of different


                                       2

<PAGE>   3

denomination, entitling the Holder thereof to purchase in the aggregate the same
number of Warrant Shares and otherwise carrying the same rights as this Warrant.

                  (b)      This Warrant may be divided or combined by the Holder
with other warrants that carry the same rights upon presentation hereof at the
office of the Company, together with a written notice specifying the names and
denominations in which new warrants are to be issued and signed by the Holder
hereof. The term "Warrant" as used herein includes any warrants into which this
Warrant may be divided or for which it may be exchanged.

                  (c)      Upon receipt by the Company of evidence satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant, and (in the
case of loss, theft or destruction) of reasonably satisfactory indemnification,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
shall execute and deliver a new Warrant of like tenor and date.

         Section 5. Rights of the Holder. The Holder shall not, by virtue
hereof, be entitled to any rights of a stockholder in the Company, either at law
or in equity, and the rights of the Holder are limited to those expressed in
this Warrant.

         Section 6. Antidilution Provisions and Other Adjustments. The number of
Warrant Shares which may be purchased upon the exercise hereof shall be subject
to change or adjustment from time to time as follows:

                  (a)      Stock Dividends; Stock Splits; Reverse Stock Splits;
Reclassifications. In case the Company shall (i) pay a dividend or make any
other distribution with respect to the Company Common Stock in shares of its
capital stock, (ii) subdivide its outstanding Company Common Stock, (iii)
combine its outstanding Company Common Stock into a smaller number of shares, or
(iv) issue any shares of its capital stock in a reclassification of the Company
Common Stock (including any such reclassification in connection with a merger,
consolidation or other business combination in which the Company is the
continuing corporation) the number of shares of Company Common Stock issuable
upon exercise of this Warrant immediately prior to the record date for each such
dividend or distribution or the effective date of each such subdivision or
combination shall be adjusted so that the Holder shall thereafter be entitled
after the completion of each such event to receive the kind and number of shares
of Company Common Stock or other securities of the Company that the Holder would
have owned or have been entitled to receive after the happening of each such
event, had this Warrant been exercised immediately prior to the happening of
each such event or any record date with respect thereto. Each adjustment made
pursuant to this Section 6(a) shall become effective immediately after the
effective date of the applicable event retroactive to the record date, if any,
for such event.

                  (b)      Distributions of Debt, Assets, Subscription Rights or
Convertible Securities. In case the Company shall fix a record date for the
making of a distribution to all holders of shares of the Company Common Stock of
evidences of indebtedness of the Company, assets (other than cash dividends
payable out of retained earnings or securities (excluding those referred to in
Section 6(a)) (any such evidences of indebtedness, assets, or securities being
referred to in this Section 6(b) as the "assets or securities"), then in each
case the Holder, upon the exercise of this Warrant, shall be entitled to receive
in addition to the shares of Company


                                       3

<PAGE>   4

Common Stock issuable upon exercise of this Warrant, (i) the assets or
securities to which the Holder would have been entitled as a holder of Company
Common Stock if the Holder had exercised this Warrant immediately prior to the
record date for such distribution and (ii) any interest or distributions on the
assets or securities distributed from the distribution date to the date of
exercise. At the time of any such distribution, the Company shall either (A)
deposit the assets or securities payable to the Holder pursuant hereto in trust
for the Holder with an eligible institution (as hereinafter defined) with
instructions as to the investment of such property and any proceeds therefrom so
as to protect the value of such property for the Holder or (B) distribute to the
Holder the assets or securities to which it would be entitled upon exercise and,
upon any such distribution pursuant to this clause (B), the provisions of this
Section 6(b) shall no longer apply to such event. Such election shall be made by
the Company by giving written notice thereof to the Holder.

         For purposes of this Section 6(b), the term "eligible institution"
shall mean a corporation organized and doing business under the laws of the
United States of America or of any state thereof, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $100,000,000, and subject to supervision or examination by Federal or
state authority.

                  (c)      De Minimis Adjustments. Except as provided in Section
6(d) with reference to adjustments required by such Section 6(d), no adjustment
in the number of shares of Company Common Stock issuable hereunder shall be
required unless such adjustment would require an increase or decrease of at
least one percent (1%) in the number of shares of Company Common Stock issuable
upon the exercise of this Warrant; provided, however, that any adjustments which
by reason of this Section 6(c) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
shall be made to the nearest one-thousandth of a share.

                  (d)      Adjustments. In case the Company after the date
hereof shall take any action affecting the Warrant Shares, other than any action
described in Sections 6(a) or 6(b) or in Section 7 hereof, which the Company's
board of directors, acting in the good faith exercise of their reasonable
judgment, determines would have a material adverse effect on the rights of the
Holder, then the Exercise Price, the number of Warrant Shares and/or the
character of the securities receivable upon exercise of this Warrant may be
adjusted in such manner, if any, and at such time, by action of the directors,
acting in the good faith exercise of their reasonable judgment, subject to
obtaining all necessary approvals to such adjustment, including, without
limitation, any necessary approvals of any stock exchange or over-the-counter
market on which securities of the Company are then listed or quoted.

                  (e)      Notice of Adjustment. Whenever the number of shares
of Company Common Stock or other stock or property issuable upon the exercise of
this Warrant is adjusted, as herein provided, the Company shall promptly notify
the Holder of such adjustment or adjustments.

                  (f)      Adjustments to Exercise Price. The aggregate exercise
price payable upon exercise of this Warrant shall not increase or decrease upon
any adjustment (pursuant to this Section 6) to the number of Warrant Shares
issuable upon exercise of this


                                       4

<PAGE>   5

Warrant. Accordingly, the per share Exercise Price of the Warrant Shares will be
adjusted to reflect any such adjustment to the number of Warrant Shares issuable
as required not to increase or decrease the aggregate exercise price payable
upon exercise of this Warrant.

         Section 7. Reclassification. Reorganization, Consolidation or Merger.
In the event of any reclassification, capital reorganization or other change of
outstanding shares of the Company Common Stock (other than a subdivision or
combination of the outstanding Company Common Stock, a change in the par value
of the Company Common Stock or a transaction subject to Section 6 hereof) or in
the event of any consolidation or merger of the Company with or into another
corporation (other than a merger in which the Company is the continuing
corporation and that does not result in any reclassification, capital
reorganization or other change of outstanding shares of Company Common Stock of
the class issuable upon exercise of this Warrant or a transaction subject to
Section 6 hereof) or in the event of any sale, lease, transfer or conveyance to
another corporation of the property and assets of the Company as an entirety or
substantially as an entirety, in each case as a result of which the holders of
Company Common Stock shall be entitled to receive stock, securities or other
property or assets (including cash) with respect to or in exchange for such
Company Common Stock, then the Company shall, as a condition precedent to such
transaction, cause effective provisions to be made so that such other
corporation shall assume all of the obligations of the Company hereunder and the
Holder shall have the right thereafter, by exercising this Warrant, to purchase
the kind and amount of shares of stock and other securities and property
(including cash) receivable upon such reclassification, capital reorganization
and other change, consolidation, merger, sale, lease, transfer or conveyance by
a holder of the number of shares of Company Common Stock that might have been
received upon exercise of this Warrant immediately prior to such
reclassification, capital reorganization, change, consolidation, merger, sale,
lease or conveyance. Any such provision shall include provision for adjustments
in respect of such shares of stock and other securities and property that shall
be as nearly equivalent as may be practicable to the adjustments provided for in
this Warrant. The foregoing provisions of this Section 7 shall similarly apply
to successive reclassifications, capital reorganizations and changes of shares
of Company Common Stock and to successive changes, consolidations, mergers,
sales, leases, transfers or conveyances of the nature and type described in the
first sentence hereof. In the event that in connection with any such capital
reorganization, reclassification, consolidation, merger, sale, lease, transfer
or conveyance, additional shares of Company Common Stock shall be issued in
exchange, conversion, substitution or payment, as a whole or in part, for, or
of, a security of the Company other than Company Common Stock, any such issue
shall be treated as an issue of Company Common Stock covered by the provisions
of Section 6(a).

         Section 8. Transfer to Comply with the Securities Act. Neither this
Warrant, nor any of the Warrant Shares, nor any interest therein, may be sold,
assigned, pledged, hypothecated, encumbered or in any other manner transferred
or disposed of, as a whole or in part, except in compliance with applicable
United States federal and state securities or Blue Sky laws and the terms and
conditions hereof. Each Warrant shall bear a legend in substantially the same
form as the legend set forth on the first page of this initial Warrant. Each
certificate for Warrant Shares issued upon exercise of this Warrant, unless at
the time of exercise such exercise is registered under the Securities Act of
1933, as amended (the "Securities Act"), shall bear a legend substantially in
the following form:


                                       5

<PAGE>   6

         "The securities represented by this certificate have not been
         registered under the Securities Act of 1933 or registered or qualified
         under the securities or Blue Sky laws of any state. Neither these
         securities nor any interest or participation therein may be sold,
         assigned, pledged, hypothecated, encumbered or in any other manner
         transferred or disposed of unless (i) registered under an effective
         registration statement under the Securities Act of 1933 and in full
         compliance with the applicable rules and regulations thereunder and
         applicable state securities or Blue Sky laws, (ii) pursuant to Rule 144
         of such Act or (iii) unless Verso Technologies, Inc. receives an
         opinion of counsel for the holder of this certificate, reasonably
         satisfactory to Verso Technologies, Inc., stating that such sale,
         assignment, pledge, hypothecation, encumbrance or other manner of
         transfer or disposition is exempt from the registration and prospectus
         delivery requirements of the Securities Act of 1933 and applicable
         state securities or Blue Sky law."

Any certificate for any Warrant Shares issued at any time in exchange or
substitution for any certificate for any Warrant Shares bearing such legend
(except a new certificate for any Warrant Shares issued after registration of
such Warrant Shares under the Securities Act) shall also bear such legend
unless, in the opinion of counsel for the Company, the Warrant Shares
represented thereby need no longer be subject to the restriction contained
herein. The provisions of this Section 8 shall be binding upon all subsequent
holders of certificates for Warrant Shares bearing the above legend and all
subsequent Holders of this Warrant, if any. Warrant Shares sold pursuant to a
Registration Statement under the Securities Act pursuant to Section 12 thereof
or sold by the holder thereof in compliance with Rule 144 under the Securities
Act shall thereafter cease to be deemed to be "Warrant Shares" for all purposes
of this Warrant.

         Section 9. Listing on Securities Exchanges. On or before the Initial
Exercise Date, the Company shall list on each national securities exchange on
which any Company Common Stock may at such time be listed (if required by such
exchange), subject to official notice of issuance upon the exercise of this
Warrant, all shares of Company Common Stock from time to time issuable upon
exercise of this Warrant and the Company shall maintain, so long as any other
shares of the Company Common Stock shall be so listed, all shares of Company
Common Stock from time to time issuable upon the exercise of this Warrant; and
the Company shall so list on each national securities exchange, and shall
maintain such listing of, any other shares of capital stock of the Company
issuable upon the exercise of this Warrant if and so long as any shares of
capital stock of the same class shall be listed on such national securities
exchange by the Company. Any such listing shall be at the Company's expense.

         Section 10. Availability of, information. The Company shall comply with
the reporting requirements of Sections 13 and 15(d) of the Exchange Act to the
extent it is required to do so under the Exchange Act, and shall likewise comply
with all other applicable public information reporting requirements of the
Securities and Exchange Commission (including those required to make available
the benefits of Rule 144 under the Securities Act) to which it may from time to
time be subject. The Company shall also cooperate with the holder of this
Warrant and the holder of any Warrant Shares in supplying such information as
may be necessary for such holder to complete and file any information reporting
forms currently or hereafter required by the Commission as a condition to the
availability of Rule 144 or any successor rule under the Securities Act for the
sale of this Warrant or the Warrant Shares. The provisions of this Section 10
shall survive termination of this Warrant, whether upon exercise of this Warrant
in full or


                                       6

<PAGE>   7

otherwise until such time as the Warrant Shares have been sold by the Holder or
are eligible for sale under Rule 144(k). The Company shall also provide to
holders of this Warrant the same information that it provides to holders of the
Company Common Stock.

         Section 11. Registration Rights. If, at any time following the date
hereof, the Company proposes to register any shares of Common Stock under the
Securities Act of 1933, as amended ("1933 Act") for sale for its own account (or
for the account of any of its security holders) on a form that would permit
registration of the Shares, then the Company shall give the Holder prompt
written notice of its intention to do so, and upon written request delivered by
the Holder to the Company within 10 business days, the Company will use its best
efforts to effect the registration under the 1933 Act and applicable state
securities laws of all of such Shares which the Holder has requested to be so
registered, subject to customary underwriter cutback.

         Section 12. Successors and Assigns. All the provisions of this Warrant
by or for the benefit of the Company or the Holder shall bind and inure to the
benefit of their respective successors and assigns.

         Section 13. Headings. The headings of sections of this Warrant have
been inserted for convenience of reference only, are not to be considered a part
hereof and shall in no way modify or restrict any of the terms or provisions
hereof.

         Section 14. Amendments. This Warrant may not be amended except by the
written consent of the Company and the Holder.

         Section 15. Notices. All notices, requests and other communications
required or permitted under this Agreement (collectively, "notices") shall be in
writing and sent or delivered in one of the manners expressly contemplated in
this Section 15. If mailed, notices must be sent by prepaid first-class mail,
certified, return receipt requested, and shall be deemed to have been received
on the earlier of the date shown on the receipt or three (3) Business Days after
the post-mark date thereof. In addition, notices hereunder may be delivered by
hand in which event the notice shall be deemed effective when delivered or by a
nationally recognized overnight courier, in which event the notice shall be
deemed delivered the first Business Day after it is accepted by the courier for
next day delivery. All such notices shall be given to the parties hereto at the
following addresses:

         (a) If to the Company:

          Verso Technologies, Inc.
          400 Galleria Parkway, Suite 300
          Atlanta, Georgia  30339
          Attention: Chief Financial Officer
          Telecopier No.: (678) 589-3570

          with a required copy to:

          Rogers & Hardin
          2700 International Tower


                                       7

<PAGE>   8

          Peachtree Center
          229 Peachtree Street NE
          Atlanta, GA 30303-1601
          Attention: Robert C. Hussle, Esq.
          Telecopier No.: (404) 525-2224

          (b) If to the Holder:

          PNC Bank, National Association
          Two Tower Center Boulevard
          East Brunswick, New Jersey  08816
          Attention: Arthur Lippens
          Telecopier No.: (732) 220-4393

          with a required copy to:

          Parker, Hudson, Rainer & Dobbs LLP
          1500 Marquis Two Tower
          285 Peachtree Center Avenue, N.E.
          Atlanta, Georgia  30303
          Telecopier No.: 404-522-8409
          Attention: Mark E. Freitag, Esq.

         Any party hereto may change the address to which notices shall be
directed under this Section by giving written notice of such change to the other
parties.

         Section 16. Governing Law. This Warrant shall be governed by the
internal laws of the State of Georgia, without regard to the conflict of law
provisions thereof.


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<PAGE>   9

         IN WITNESS WHEREOF, the parties hereto have caused this Warrant
Agreement to be executed and delivered by its duly authorized officer as of
January 30, 2001.



                                    VERSO TECHNOLOGIES, INC.



                                    By: /s/ Juliet M. Reising
                                       -----------------------------------------
                                       Name: Juliet M. Reising
                                       Title: Executive Vice President and Chief
                                              Financial Officer

                          Acknowledgment and Agreement

         By signing below, PNC Bank, National Association ("PNC"), for itself
and as the Holder of this Warrant, does hereby (i) acknowledge receipt hereof;
(ii) agree to be bound by the terms and conditions hereof; (iii) agree that this
Warrant has been issued to PNC by the Company in lieu of the warrant required to
be issued by the Company to PNC pursuant to Section 3.10 of that certain
Revolving Credit and Security Agreement by and among PNC (as agent and lender),
the Company and its subsidiaries dated as of March 14, 2000, as amended (as so
amended, the "Credit Agreement"); and (iv) agree that PNC is not entitled to any
other warrant to be issued by Verso pursuant to Section 3.10 of the Credit
Agreement.



                                       PNC BANK, NATIONAL ASSOCIATION



                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                       9

<PAGE>   10

                                  PURCHASE FORM

To: Verso Technologies, Inc.

         The undersigned irrevocably exercises the Warrant for the purchase of
_________________ shares (subject to adjustment) of the common stock, par value
$.01 per share, of Verso Technologies, Inc., for the Warrant and herewith makes
payment of $____________________ (the "Exercise Price") through the following
method:

         [ ]      such payment of the Exercise Price being in cash or by
                  certified or official bank check payable to the order of Verso
                  Technologies, Inc.; or

         [ ]      such payment of the Exercise Price being made by wire transfer
                  of same day funds to Verso Technologies, Inc. to the account
                  specified in [place account is specified];

all at the Exercise Price and on the terms and conditions specified in the
within the Warrant therein referred to, surrenders the Warrant and all right,
title and interest therein to Verso Technologies, Inc. and directs (subject to
Section 8 of the Warrant) that the shares of Company Common Stock deliverable
upon the exercise of such Warrant be registered or placed in the name and at the
address specified below and delivered thereto.

         The undersigned hereby certifies to Verso Technologies, Inc. that it
is, at the time of exercise of the Warrant, an "accredited investor" as defined
in Rule 501(a) of the Securities Act of 1933, as amended.

Date:                        , 20
      -----------------------    --



                                     -------------------------------------------
                                     (Signature of Owner)(1)



                                     -------------------------------------------
                                     (Street Address)



                                     -------------------------------------------
                                     (City)              (State)      (Zip Code)


Securities and/or check to be issued to:

---------------
(1)      The signature must correspond with the name as written upon the face of
         the within Warrant in every particular, without alteration or
         enlargement or any change whatever.


                                       10

<PAGE>   11

Please insert social security or identifying number:

Name:

Street Address:

City, State and Zip Code:

Any unexercised part of the Warrant evidenced by the within Warrant to be issued
to:

Please insert social security or identifying number:

Name:

Street Address:

City, State and Zip Code:


                                       11

<PAGE>   12

                               FORM OF ASSIGNMENT

         FOR VALUE RECEIVED the undersigned registered holder of the within
Warrant hereby sells, assigns, and transfers unto the Assignee(s) named below
(including the undersigned with respect to any part of the Warrant not being
assigned hereby) all of the right of the undersigned under the within Warrant,
with respect to the number of shares of Company Common Stock set forth below:

<TABLE>
<CAPTION>
                                                                            Number of
                                                  Social Security             Shares
                                                         or                 of Company
                                                 Other Identifying         Common Stock
                                                     Number of              Assigned to
Name of Assignee      Address of Assignee            Assignee                Assignee
---------------------------------------------------------------------------------------
<S>                   <C>                        <C>                       <C>
---------------------------------------------------------------------------------------

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

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

---------------------------------------------------------------------------------------
</TABLE>

and does hereby irrevocably constitute and appoint
_______________________________ as the undersigned's attorney to make such
transfer on the books of ____________________________ (Verso Technologies, Inc.
or other such party) maintained for that purpose, with full power of
substitution in the premises.

Date:                        , 20
      -----------------------    --



                                     -------------------------------------------
                                     (Signature of Owner)(1)



                                     -------------------------------------------
                                     (Street Address)



                                     -------------------------------------------
                                     (City)              (State)      (Zip Code)

---------------
(1)      The signature must correspond with the name as written upon the face of
         the within Warrant in every particular, without alteration or
         enlargement or any change whatever. 2 The signature must correspond
         with the name as written upon the face of the within Warrant in every
         particular, without alteration or enlargement or any change whatever.


                                       12