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Exhibit 10.1
 AGREEMENT OF SOFTWARE DEVELOPMENT
 Agreement)
  Elitecore Technologies Limited, Ahmedabad  380006 Elitecore
 AND
 Verso Technologies, Inc., as Varso
 Elitecore Verso
 WHEREAS:
       1
    
    Due Diligences:
 1.1.
    
    The Parties confirm that each has upfront given all information requested by the
other to evaluate this Agreement.1.2.
    
    The Signatories to this agreement from both parties are authorized to sign on behalf
of the respective parties and confirm that their authorization will not be questioned at
any point of time.




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2.
    
    Scope of the Agreement:
 2.1.
    
    Verso hereby appoints Elitecore and Elitecore hereby accepts such appointment to
provide software development work to Verso as set for in this Agreement. All
expenditures undertaken by Elitecore for the account or expense of Verso shall be
borne and payable by Verso provided the same are authorized in writing in a work
order signed by an authorized representative of Verso and approved by the signature
of an authorized representative of Elitecore (a Work Order). Elitecore understands
that it will be authorized to incur costs or expenses on Versos account only as
authorized in a Work Order or a duly signed amendment to a Work Order. For
purposes of this Section 2.1, the following officers of Verso are authorized to sign a
Work Order for amounts in excess of $5,000: Chief Operating Officer, Chief Financial
Officer, and Senior Vice President of Softswitch Development.2.2.
    
    Verso may periodically issue Work Orders to Elitecore to authorize Elitecore to
appoint personnel to perform services for Verso. In each such Work Order, Verso
shall specify the skills, qualifications and training required for the individuals to be
supplied by Elitecore and the dates by which such personnel are needed. Elitecore
shall be responsible for securing and appointing dedicated personnel to Verso who
meet the criteria specified by Verso in the Work Order on the agreed dates.2.3.
    
    Work Orders will also be issued by Verso when needed to authorize Elitecore to
undertake the following on Verso projects: (i) purchase equipment, software and other
materials; (ii) incur training, travel or other expenses; (iii) install equipment at
Elitecores facility; or (iv) incur such other expenses as may be authorized by Verso.2.4.
    
    Generally, a Work Order should contain the minimum man months to be appointed
and retained if the Work Order is for personnel; a list of documents and hardware and
equipment to be provided by Verso and by Elitecore (if any); and a description of
other items, services or expenses that Verso is authorizing Elitecore to acquire, obtain
or incur under the Work Order. Within one week after Elitecore receives a Work
Order or amended Work Order from Verso, Elitecore will either accept the Work Order
by signing in the space provided or will notify Verso of any issues It has with the Work
Order. Verso and Elitecore will work together to resolve any issues with a Work Order
as expeditiously as possible. When signed by both Parties, a Work Order shall be
deemed to be a part of this Agreement and a binding obligation between the Parties
to perform as provided therein.2.5.
    
    Elitecore agrees to maintain a dedicated Research and Software Development center
at Ahmedabad, India (the Development Center) with developers dedicated to Verso
as specified in the relevant Work Orders. Elitecore and Verso shall each provide the
equipment, software, facilities and materials at the Development Center as assigned
to each of them under approved Work Orders.2.6.
    
    Verso shall also submit to Elitecore a project plan for each project that Verso wishes
Elitecore to perform under this Agreement (a Project Plan). The Project Plan shall
include the nature and scope of the work assigned (which may include development,
enhancements, product modifications, quality assurance and so on), any product road
map and system requirements specifications associated with the project, the Elitecore
Verso-dedicated personnel to be assigned to the project, the deliverables and delivery
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schedule for the deliverables, an acceptance test plan and acceptance criteria for the work,
and any other specifications, requirements or instructions associated with the project. Within
one week after Elitecore receives a Project Plan from Verso, Elitecore will either accept the
Project Plan by signing in the space provided or will notify Verso of any issues it has with
the Project Plan. Verso and Elitecore will work together to resolve any issues with a Project
Plan as expeditiously as possible. When signed by both Parties, a Project Plan shall be deemed
to be a part of this Agreement and a binding obligation between the Parties to perform as
provided therein.2.7.
    
    If there is any change in a Project Plan by Verso, Verso shall submit an amended
Project Plan to Elitecore. Within one week after Elitecore receives an amended
Project Plan from Verso, Elitecore will either accept the amendment by signing in the
space provided or ,will notify Verso of any Issues it has with the amendment. Verso
and Elitecore will work together to resolve any issues with the amendment as
expeditiously as possible.2.8.
    
    If the number of Verso-dedicated human resources falls short of the required Man
months for projects assigned by Verso under Project Plans or for any other reason
any additional resource is required, Elitecore shall inform Verso immediately. Verso
and Elitecore will jointly determine whether to add resources by agreeing to an
additional Work Order and/or to adjust the time line of one or more projects by
amending the corresponding Project Plan(s).2.9.
    
    Verso may down size the resources supplied by Elitecore under Work Orders by
giving three months notice. The resources affected will continue to work on Verso
projects during the three month notice period, provided that if Verso makes personnel
eligible for reassignment, Elitecore will assign such personnel to non-Verso projects
matching their skills to the extent that Elitecore has openings for such personnel.
Upon assignment of such personnel to non-Verso projects, Verso will have no further
responsibility to pay for such personnel. If the personnel are not reassigned, Versos
obligation to pay for such personnel shall end three months after notice was given to
down size.2.10.
    
    Verso may request an increase in the size of the dedicated staff by issuing a new or
amended Work Order and Elitecore will work diligently to obtain qualified resources to
accomplish the increase as quickly as possible but in no event shall such increase
take more than 90 days unless Verso specifies a longer time period for the increase.2.11.
    
    Both parties shall lay down the reporting system for efficient and smooth operation.2.12.
    
    All employees assigned to work for Verso by Elitecore assigned to work for Verso by
Elitecore under this Agreement will remain employees of Elitecore. Verso does not
accept any responsibility whatsoever for these employees including, without limitation,
income tax and social security tax, unemployment insurance and taxes,
unemployment compensation, workers compensation, retirement benefits, health and
/ or life insurance, pensions, annuities, or other employment related benefits,
including like benefits now or hereafter imposed by law or by collective bargaining
agreements. Elitecore shall comply with all applicable laws and regulations including
but not limited to relevant Contract Labour regulations while hiring and staffing
employees. Elitecore shall defend, indemnify and hold Verso harmless from and
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against all costs, claims, demands, expenses (including all legal fees) and liabilities
of whatsoever nature howsoever arising out of or in connection with (i) any failiure,
directly or indirectly of Elitecore to make the payments referred to in this paragraph
in a timely manner; and (ii) any claim or demand made by or on behalf of any former or
current employee of Elitecore.
 3.
    
    Verso covenants:
 3.1.
    
    Verso will provide the equipment to Elitecore where such responsibility has been
assigned to Verso in a Work Order at zero cost to Elitecore. Elitecore will also be
authorized to purchase equipment for Verso as provided by Verso in a
Work Order.
The equipment purchased for or provided by Verso shall be installed at the
Development Center. Verso will also fund the setup cost and equipment costs such as
developer machines, UPS and racks as provided in a Work Order. All equipment and
software provided by Verso or purchased by Elitecore at Versos expense shall
remain Versos property and shall be used by Elitecore only to perform work for
Verso. Elitecore agrees to provide Verso with a quote for insurance coverage for the
Verso equipment to cover loss from theft and casualty in an amount specified by
Verso. If Verso agrees to accept the quoted coverage, Elitecore shall purchase the
coverage and Verso will reimburse Elitecore for the quoted cost. Elitecore will
maintain the insurance coverage in effect until Verso requests otherwise. Elitecore
will include additional Verso-owned equipment to the coverage as it is acquired at
Versos expense.3.2.
    
    All the charges incurred during the import of equipment supplied by Verso, including
transportation, insurance and applicable custom duties, if any, shall be borne by
Verso. Elitecore shall use its best efforts within legally available means to minimize
customs duties and to obtain refunds of custom duties whenever available. Elitecore
shall promptly pass any refunds received from such duties to Verso.3.3.
    
    Verso shall pay for any specialized training as specified in a Work Order that is
required to enable the resources hired to perform the work under this Agreement.3.4.
    
    During the term of this Agreement, all the expenses, including but not limited to
traveling and accommodation charges, shall be solely borne by Verso whenever any
of its employees visit India.3.5.
    
    Verso shall reimburse Elitecore for the costs incurred by Elitecore to maintain, repair,
and replace Verso-owned equipment. Verso shall be responsible for normal wear and
tear to Verso-owned equipment and shall also be responsible for break down and/or
damages to the equipment. Verso shall bear the cost of replacement of equipments in
case of normal wear and tear, break down and damage to the equipment except to
the extent coverage by the insurance coverage referenced in Section 3.1
Notwithstanding the above, Elitecore will require that personnel follow the same
standards of care with respect to Verso-owned equipment as it applies to its own
equipment, which in no event shall be less than reasonable care. Elitecore will notify
Verso in writing and will obtain a Work Order before incurring any costs or expenses
on Versos behalf under this Section 3.5.
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4.
    
    Elitecore covenants
 4.1.
    
    Elitecore will recruit and retain the required number of human resources in the
Development Center with the required skills and qualifications as specified in the
Work Orders. Elitecore will notify Verso immediately if any Verso-dedicated personnel
terminate or intend to terminate their employment. Elitecore will replace such
personnel with a qualified replacement unless otherwise instructed by Verso as
quickly as possible but not to exceed three months from the time Elitecore learns of
the vacancy.4.2.
    
    Elitecore shall take reasonable precautions which shall be at least as much as the
precautions it takes to hire resources for its own work in recruiting the resources for
the performing the tasks as required under this Agreement. Elitecore will promptly
notify Verso of any and all performance, behavior or other issues regarding the
personnel so that Verso may determine whether any action should be taken. If Verso
notifies Elitecore that a resource assigned to a Verso project is not satisfactory and
should be removed, Elitecore will proceed as follows: (a) if the resource is to be
removed due to a malicious or unethical act, the person will be dismissed by Elitecore
as soon as possible under India law; (b) if the resource is to be removed due to poor
performance, the person will be dismissed within one month after the request by
Verso, and (c) if Verso requests removal of a resource for any other reason, the
resource will be dismissed within three months after the request by Verso. Elitecore
will replace the personnel with a qualified replacement as quickly as possible but not
to exceed three months from the time Elitecore learns of the upcoming vacancy. If
requested by Verso, the personnel designated for removal by Verso will not continue
to work on Verso projects during the notice period.4.3.
    
    Elitecore shall provide the necessary assistance if required by versos personnel
during their arrival in India and their subsequent stay in India during the term of this
Agreement. Elitecore shall allow Verso personnel to inspect and supervise the
performance of work under the Work Orders at Versos discretion. Elitecore shall
provide Verso personnel with access to the Development Center during all business
hours.4.4.
    
    Upon termination of the Agreement, Elitecore shall return all the equipment and
software provided by Verso at Versos cost. Elitecore will package and ship the
equipment and software as directed by Verso, subject to applicable custom
requirements.4.5.
    
    Elitecore will use diligent efforts to purchase and acquire equipment, goods, and
services on behalf of Verso at competitive and reasonable prices. Elitecore will not
exceed any price or spending limitations set forth in any Work Order unless Verso
gives its prior written approval. Elitecore will also require all employees assigned to
Verso to work an average of 40 hours per week and 50 weeks per year.4.6.
    
    Where any hardware, software or other equipment furnished by Verso to Elitecore
is software or hardware or equipment belonging to any third party (Third Party
Material), Elitecore shall comply with the relevant third party licenses or terms of
usage governing the use of, such Third Party Material. Elitecore shall maintain the
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Development Center and all of Elitecores equipment in good and working condition
throughout the term of this Agreement and shall make all such repairs and provide all
such replacements as are necessary for the same. The cost of such repairs and
replacements for equipments owned by Verso shall be reimbursed by Verso to Elitecore.
 4.7.
    
    Elitecore represents and warrants that:
      5.
    
    Commercial terms
 5.1.
    
    For providing the services under this Agreement, Elitecore shall charge the rates
for
personnel in US dollars as agreed in the applicable Work Order. Elitecore agrees that
the first 19 resources under this Agreement will be charged at an average annual rate
of $36,500 for the first year. However, the first 15 resources will be charged at the
average rate of $40,250 and the other 4 will be charged at a lower rate to make the
average of $36,500 for all 19 resources.5.2.
    
    Elitecore may increase the price schedule for personnel set forth in a Work Order
upon 90 days prior notice to Verso. Elitecore may increase the price schedule only to
the extent required to cover pay increases to the personnel required due to
reasonable market conditions. Elitecore will promptly provide Verso with
documentation of any pay increase if requested by Verso.5.3.
    
    Verso shall reimburse all capital expenditure as well as recurring expenses such
custom duty, clearing charges, Octroi etc. as provided in Work Orders. Verso shall
also pay one time set up & maintenance expenses immediately on signing of the
agreement as provided in the applicable Work Order.
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5.4.
    
    Within ten days after a Work Order is signed by both parties authorizing the hiring of
personnel for Verso, Verso shall pay the first 1.5 months of scheduled fee payments
for the personnel specified under the Work Order. Elitecore will invoice Verso under
each such Work Order on a monthly basis at the end of each month based on the
actual number of personnel that were available for work for that month: For personnel-related
charges, Elitecore shall provide the name of each person and the amount
being charged for each person during the billing period. For non-personnel related
charges, Elitecore shall provide Verso with bills, vouchers, and other documentary
evidence of costs and expenses with each invoice. Verso will pay these invoices five
days after the invoice is received by Verso. At the end of the Work Order, Elitecore
will credit Verso for the 1.5 months paid in advance and offset the credit against
amounts owed on the Work Order. However, Verso shall pay in advance the amount
of 1.5 months of scheduled fee payment with Elitecore throughout the execution of the
Work Orders to the extent they cover personnel.5.5.
    
    During the term of this Agreement, all reasonable expenses, including but not limited
to traveling, accommodation charges etc. incurred by Elitecores authorized personnel
for visiting Versos offices shall be borne by Verso on an actual basis. Elitecore shall
receive advance written approval before sending personnel on such trips, including
approval of an estimate of the expenses for each trip. Elitecore shall use reasonable
diligence to minimize such expenses. Elitecore shall submit receipts and other
documentation of such expenses to Verso with any statement that it submits.
Elitecore personnel shall also be entitled for per diem charges amounting US$100 per
day during his stay which shall be payable by Verso.5.6.
    
    Verso shall make all payments required to be made under this Agreement through
wire Transfer to Elitecores account in USD. Payments are due thirty days after the
date of the properly documented invoice, unless otherwise provided under Section 5.3
or in a Work Order.5.7.
    
    To the extent Elitecore is required by law to collect taxes or levies on the amounts
paid by Verso under this Agreement (not including taxes or levies on the income or
profits of Elitecore), the full amount thereof shall be added to the invoices and shall be
borne by Verso. To the best of Elitecores knowledge, there are not taxes or levies
applicable to payments by Verso as of the date of this Agreement if any new tax or
levy is imposed during the term of this Agreement that is applicable to payment by
Verso, Elitecore shall notify Verso in writing of such tax or levy and the amount to be
charged as soon as Elitecore learns of the tax or levy. Verso will be responsible for
payment of such future tax or levy when it is imposed if such tax or levy is applicable
to payment by Verso.5.8.
    
    Elitecore shall keep current, complete and accurate written records regarding all
purchases, acquisitions, and other expenses and charges that are or will be billed to
Verso under this Agreement. Elitecore shall provide such information to Verso within
15 days after Versos written request. Upon 15 days prior written notice, Verso and/or
its representatives may inspect original copies of such records at Elitecores premises
during normal business hours. Verso agrees to abide by any reasonable security
procedures imposed by Elitecore regarding such review of records, and will use
information obtained in connection with these records only for the purpose of verifying
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the information supplied and the sums payable under this Agreement and Elitecores
compliance with the terms of this Agreement.5.9.
    
    Elitecore and Verso understand and agree that deliverables produced by Elitecore
personnel under this Agreement by Elitecore will be subject to final testing and
acceptance by Verso as provided in the acceptance test plans included in the respective
Project Plans. Each Project Plan will also include acceptance criteria for the
deliverables under the Project Plan. If a deliverable or other work fails to meet the
acceptance criteria established In the Project Plan, Verso will notify Elitecore of the
same. Elitecore agrees to promptly remedy such failures. Elitecore further agrees that
it will take such measures and will implement such processed as are needed to assure
that failures of this nature do not recur.
 6.
    
    Confidentiality and Non-Compete:
 Confidential Information shall mean all information of a proprietary or confidential nature in
any form disclosed by one party to the other party prior to or during the term of this
Agreement. Without limiting the foregoing, Elitecore agrees that all of the following shall be
deemed to be Confidential Information of Verso: Work Orders, Project Plans and other reports
and documentation issued under this Agreement; Verso business and financial information and
data; Verso product development plans and timelines; Verso product specifications and
information; source code, object code, design documents, flow charts, test results,
performance, and other documentation related to Verso products; Verso customer information,
specifications or data; and any other data or information labeled or identified as confidential
or proprietary information at the time it is disclosed by Verso.
 6.1.
    
    Disclosure of Confidential Information: Each Party shall
 6.1.1.
    
    use the same care to prevent disclosure of the Confidential Information of the
other Party to third parties as it employs to avoid disclosure, publication, or
dissemination of its own information of a similar nature, but in no event less than a
reasonable standard of care;6.1.2.
    
    require its employees, contractors and other personnel to comply with the
provisions of this Article 6;6.1.3.
    
    use the Confidential Information of the other Party solely for the purpose of
performing its obligations under this Agreement;6.1.4.
    
    not acquire any right in or assert any lien against Confidential Information of the
other Party; and6.1.5.
    
    promptly return, or provide a copy of, as the requesting Party directs, Confidential
Information upon the request of the other Party.6.1.6
    
    Notwithstanding the foregoing, each Party may disclose Confidential Information
of the other Party to its employees, agents, and consultants who have both; (i) a
need to know such Confidential Information in order to perform their duties; and (ii)
a legal duty to protect the Confidential Information. A Party receiving Confidential
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Information of the other Party assumes full responsibility for the acts or omissions of
consultants and employees with respect to such Confidential Information.
 6.2.
    
    Required DisclosureEither Party may disclose Confidential Information to the extent required by law or by
order of a court or governmental agency; provided, however, that the recipient of such
Confidential Information shall give the owner of such Confidential Information prompt notice
and shall use its best efforts to cooperate with the owner of such Confidential Information
if the owner wishes to obtain a protective order or otherwise protect the confidentiality of
such Confidential Information. The owner of such Confidential Information reserves the right
to obtain a protective order or otherwise protect the confidentiality of such Confidential
Information. Further, either party may disclose the terms of this Agreement to the extent
required to enforce its terms or the rights of such Party.6.3.
    
    NotificationIn the event of any disclosure or loss of Confidential Information, the receiving Party shall
immediately notify the disclosing Party.6.4.
    
    Injunctive ReliefEach Party acknowledges that any breach of any provision of this Clause 6 by either
Party, or its personnel or consultants, will cause immediate and irreparable injury to the
other Party, and in the event of such breach, the injured Party shall be entitled to
injunctive relief, without bond or other security, and to any and all other remedies
available at law or in equity.6.5.
    
    Return of Confidential InformationUnless it is expressly authorized by this Agreement to retain the other Partys confidential
Information, a Party shall promptly return or destroy, at the other Partys option and
request, the other Partys Confidential Information and all copies thereof, and shall
certify to the other Party that it no longer has in its possession or under its control any
Confidential Information in any form whatsoever, or any copy thereof.6.6.
    
    Non-CompetitionDuring the term of this Agreement and for a period of one year after any termination or
expiration of this Agreement, Elitecore agrees that it shall not, directly or indirectly,
solely or in conjunction with others (a) develop Telecom Softswitch products that compete in
the market with Versos softswitch products; or (b) accept or perform software development
work on telecom softswitch products that compete in the market with Versos softswitch
products from any of the following companies (including any affiliates, subsidiaries,
companies controlled by or under common control with the following): Cisco Systems, Inc.,
Nortel Networks, Ltd., Motorola, Inc., Siemens AG, Alcatel, Sonus Networks, Inc., Lucent
Technologies, Inc., Huwaei Technologies, VocalTec Communications Ltd., Veraz Networks, Inc.,
Nuera Communications, Inc., Voiceware Systems Corporation, iSoftel Ltd., Mera Systems,
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Inc., MetaSwitch; division of Data Connection Limited, Sylantro Systems Corp.,
BroadSoft, Inc. and SysMaster Corporation. Elitecore acknowledges and agrees that the
restrictions contained in this Section 6.6 are reasonable in duration and scope and are
necessary to protect the legitimate business interests of Verso, including its trade
secrets, intellectual property and proprietary and confidential Information.
 7.
    
    Title:
 7.1.
    
    Ownership of Software:The software products developed by Elitecore for Verso are and shall remain at all times
the sole and exclusive property of the Verso. Elitecore shall have no right, title or
interest therein.7.2.
    
    Ownership of Documentation:All rights, titles and interests in and to the documentation of software shall be the sole
and exclusive property of the Verso. Elitecore shall have no right, title or interest
therein.7.3
    
    Assignment of RightsElitecore hereby assigns and grants, and will assign and grant, to Verso the ownership of
(including the right to reproduce, use or disclose for any purpose) any and all work product
produced by Elitecore and its personnel under this Agreement, including without limitation,
any reports, computer software or programs, or any other writings, technical information or
work product, and including all intellectual property rights therein (the Work Product).Elitecore agrees to advise Verso, in detail and in writing, of each invention that Elitecore
alone or with others, makes or conceives in the course of performing under this
Agreement. Elitecore will without further consideration other than payment of the amounts
provided in this Agreement assign (and does hereby assign) to Verso or to its nominee all
rights, title and interest in each such invention, Elitecore also agrees, whether during or
after the term of this Agreement, to execute, acknowledge and deliver such assignments,
affidavits and other instruments prepared by Verso or its nominee, and to obtain other
things as will assist Verso or its nominee to obtain patents or copyrights on each such
invention in any and all countries. The expenses for which Verso shall be obligated to
reimburse Elitecore for this assignment shall be limited to mailing charges and notary fees
and to such payment to others that Verso has given Elitecore prior written authorization to
make.Elitecore shall ensure that all Elitecore personnel providing services and developing Work
Product for Verso under this Agreement have unconditionally assigned all intellectual
property rights and ownership rights in such services and Work Product to Verso. All such
Elitecore personnel Verso shall sign prior to commencing such work written agreements in
the form attached hereto as Annexure A. Elitecore shall deliver such written agreements to
Verso after they have been signed by the personnel. Elitecore agrees to cooperate with
Verso with regard to enforcement of such agreements, including providing Verso with
information that Elitecore obtains needed to enforce the agreements.
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Elitecore agrees that it shall not challenge or dispute Versos rights to or ownership of
any Work Product.
 8.
    
    Intellectual Property Rights:
 8.1.
    
    Use of Trade names and Trademarks:

Either party shall not apply/register/use directly or indirectly any of the trademarks,
which are so similar to the trademark of the other party as likely to cause deception or
confusion during the term or after the termination of this Agreement without prior
written consent of the other party.8.2.
    
    Each party recognizes the intellectual property rights in respect of patent, trademark
or copyright etc. of any products of the other party. Neither party shall use, assign or
otherwise appropriate such rights at any time without the prior written consent of the
other party. However, either party may use logo, trade name etc. of other party with
prior written consent of the other party.
 9.
    
    Indemnification and Disclaimer:
 9.1.
    
    Elitecore shall indemnify, defend, and hold harmless Verso from and against any claim by any third party and any and all loss, liability, damages, costs, and expenses,
including reasonable attorneys fees sustained or incurred by Verso as a direct result
of any misrepresentation by Elitecore in this Agreement or any breach or default by
Elitecore with respect to any warranty, promise, agreement, duty, or obligation of
Elitecore contained in this Agreement.9.2.
    
    Verso shall indemnify, defend, and hold harmless the Elitecore from and against any
claim by any third party and any and all loss, liability, damages, costs, and expenses,
including reasonable attorneys fees, sustained or incurred by Elitecore as a direct
result of any misrepresentation by Verso in this Agreement or any breach or default
by Verso with respect to any warranty, promise, agreement, duty, or obligation of
Verso contained in this Agreement.9.3.
    
    IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED
TO, LOST INCOME OR LOST REVENUE. EACH PARTYS AGGREGATE
CUMULATIVE LIABILITY HEREUNDER FOR ALL DIRECT DAMAGES ARISING
UNDER OR RELATING TO THIS AGREEMENT NOTWITHSTANDING THE FORM
(e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS
BROUGHT, SHALL BE LIMITED TO THE AGGREGATE AMOUNT PAID BY VERSO
TO ELITECORE UNDER THIS AGREEMENT. HOWEVER, THE LIMITATIONS ON
LIABILITY AND EXCLUSION OF DAMAGES OF THIS SECTION 9.3 SHALL NOT
APPLY TO A PARTYS BREACH OF SECTIONS 6, 7 AND 8 OF THIS AGREEMENT.9.4.
    
    EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE NO
EXPRESS WARRANTIES BY EITHER PARTY. THERE ARE NO IMPLIED
WARRANTIES OR CONDITIONS, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE
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10.
    
    Term and Termination of Agreement:
 10.1.
    
    This Agreement shall become effective on the Effective Date and shall be valid for
a
period of two years. The parties may renew the Agreement for a further period of one
year on the same or varied terms as agreed in writing by mutual consent.10.2.
    
    Both the parties also agree and confirm that neither party shall be entitled to
terminate the said Agreement within first 12 months from the effective date except as
provided herein. After the expiry of 12 months from the effective date, either party
may terminate this Agreement by providing six months written notice to other party.
Notwithstanding the above, a party may terminate this Agreement upon thirty days
prior written notice to the other party if the notified party is in breach of a material
term
of this Agreement and fails to cure such breach during the 30 days notice period.10.3.
    
    Termination will not affect any rights or obligations of either party, which may
have
accrued prior to the date of termination of this Agreement.10.4
    
    Upon termination or expiration of this Agreement, (a) each party will immediately
cease using the Confidential Information of the other party, shall return all such
Confidential Information to the other party to the extent possible, and shall destroy all
other Confidential Information of the other party in its possession or control; (b)
Elitecore will deliver all Work Product and work in process to Verso and will not retain
any copies or other evidence or derivates of such Work Product or work in process; (c)
Elitecore will package and ship all Verso owned property to Verso as provided in this
Agreement; and (d) Verso will pay invoices rendered by Elitecore as provided in this
Agreement, except to the extent Verso disputes such invoices in good faith.10.5
    
    The following provisions shall survive the termination of expiration of this
Agreement: Sections 4.4, 10.3, 10.4, 10.5, 12.1 and 12.6 and Articles 6, 7, 8, 9, and
11.
 11.
    
    GOVERNING LAWS AND JURISDICTION:
 11.1.
    
    This Agreement shall be deemed to have been made in, and shall be construed
pursuant to the laws of England with the exception of its conflicts of laws provisions
and shall be subject to the exclusive jurisdiction and venue of the courts of London,
England.11.2.
    
    Both the parties agree that they will first attempt to resolve any dispute or
difference which may arise by negotiation and within the framework of normally accepted
business practices like meeting, communication, understanding, discussion etc. In cases
where the dispute can not be resolved or where expedited actions are required, disputes
will be subject to the provisions of Section 11.1.
 12.
    
    GENERAL:
 12.1.
    
    The parties hereto expressly understand and agree that each party is an
independent contractor in the performance of each and every part of this Agreement, and
each is solely responsible for all of its employees and agents and its labor costs
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and expenses arising in connection therewith. Elitecore is in no manner associated with
or otherwise connected with the actual performance of this Agreement on the part of the Verso,
nor with Versos employment of other persons or incurring of other expenses.12.2.
    
    Neither the Agreement nor the rights granted hereunder are assignable or
transferable by either party without the prior written consent of the other and any
attempt to do so shall be void. The request shall not be withheld unreasonably.12.3.
    
    Neither party will be liable for any failure or delay in the performance of its obligations
under this Agreement to the extent that such failure or delay arises from any
circumstances beyond its control, including any acts of nature, strikes, lockouts,
labour disputes, new and unanticipated legislation or government regulations,
malfunction or breakdown of, or accident to plant, machinery or other facilities, failure
of, or hindrance to, transportation, or the failure of, or shortage in, any existing or
contemplated sources of supply where such failure or delay continues for a
continuous period exceeding one month, the party not experiencing such failure or
delay may terminate this Agreement without penalty by written notice (force majeure
situations).12.4.
    
    Any notice, approval or consent required or permitted hereunder shall be in writing
and must be made to the addresses mentioned at the head of this Agreement.12.5.
    
    No failure or delay in exercising any right hereunder will operate as a waiver thereof,
nor will any partial exercise of any right or power hereunder will operate as a waiver
thereof, nor will any partial exercise of any right or power hereunder preclude further
exercise.12.6.
    
    If any provision of this Agreement shall be adjudged by any court of competent
jurisdiction or pursuant to change in any law or regulations, to be unenforceable or
invalid, that provision shall be limited or eliminated to the minimum extent necessary
so that this Agreement shall otherwise remain in full force and effect and enforceable.12.7.
    
    Any waivers or amendments shall be effective only if made in writing. This
Agreement is the complete and exclusive statement of the manual understanding of
the parties and supersedes and cancels all previous written and oral Agreements and
communications relating to the subject matter of this Agreement.12.8.
    
    This Agreement is an agreement between the Parties, and confers no rights upon
any of the Parties employees, agents, or contractors or upon any other person,
partnership, or entity.12.9.
    
    Each Party shall pay all expenses paid or incurred by it in connection with the
planning, negotiation, and consummation of this Agreement.
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12.10.
    
    Either party shall not employ without prior written consent of the other party directly
or indirectly or through anyone else either part time or fulltime, with or without
remuneration or on honorary basis any person who is an existing employee of other
party or has resigned during the term of this agreement or thereafter during the period
of this agreement as well as two years thereafter.12.11.
    
    The official communication language between the Parties will
be English.12.12.
    
    This Agreement is executed in English in two original sets and when both parties
have executed this agreement, one original set each remains with Elitecore and Verso
respectively.12.13.
    
    Each party agrees that it will not publicly disclose the existence of this Agreement
or its relationship with the other party without the other partys prior written consent,
except in cases where the disclosing party is required by law to make the disclosure.
Each party will have the right to prior approval of any public announcement or
disclosure by the other party of this Agreement or its relationship with the other party
under this Agreement, except in cases where such disclosure is required by law and
the approval has not been received after reasonable efforts by the disclosing party.12.14.
    
    Any notices or other communications required or permitted under this Agreement
or by law to be served or given to either Party by the other Party shall be in writing
and shall be deemed duly served and given when personally delivered to the Party to
whom it is directed, or in lieu of personal service, (i) on the same day of transmission
by confirmed facsimile; (ii) seven (7) days after deposit in the mail, first class air
mail
postage prepaid; or (iii) two (2) business days after being sent by express courier,
addressed to the respective addresses set forth on the signature page to this
Agreement or such updated addresses as the parties may indicate in writing from time
to time.
 IN WITNESS WHEREOF,
 For Elitecore Technologies Limited
    
    For Verso Technologies, Inc.Signature:
/s/ Rakesh Mistry
    
    Signature: /s/ Larry SchwartzName: Rakesh Mistry
    
    Name: Larry SchwartzTitle: VP (Accounts & Finance)
    
    Title: Vice President  legalIn the presence of
    
    In the presence ofSignature:
    
    Signature:Name:
    
    Name:
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Annexure A
 CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY AGREEMENT
(ELITECORE)
   Employment.
 Confidential Information Defined.
 Protectable Interest.
 Duty of Confidentiality.
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Assignment of Work Product.
 Assignment of Inventions.
 Injunctive Relief.
 Construction of Agreement.
 Legal Expenses.
 Entire Agreement
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Nonwaiver of Rights
 Governing Law and Jurisdiction.
 Signatures on Agreement.
 Effective Date
  Signature:Name (printed):Home Address:Date of Signature:COMPANYBy:-s- Larry SchwartzName: Larry SchwartzVice President-Legal
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