**Exhibit 10.3****CONTRACT**     THISCONTRACT (the “Agreement”) is entered into this17th day of June, 2006 and shall beeffective as of the Effective Date (as hereinafter defined) by and among **VERSO TECHNOLOGIES, INC**.,400 Galleria Parkway, Suite 200, Atlanta, Georgia 30339, hereinafter sometimes called“VERSO,” **VERSO VERILINK, LLC**, 400 Galleria Parkway, Suite 200, Atlanta, Georgia 30339, awholly-owned subsidiary of VERSO, hereinafter sometimes called “VV” and together withVERSO, the “VERSO Parties”, and **CM SOLUTIONS, INC**., 2674 South Harper Road, Corinth,Mississippi, 38834, hereinafter sometimes called “CM.”     **WHEREAS,**VV is the owner of various inventory comprised of electronic components, including,but not limited to, integrated circuits, resistors, capacitors, and other related items; and     **WHEREAS**, VV desires to sell, and CM desires to purchase, $4,000,000.00 in such electroniccomponents upon the terms and conditions hereinafter set forth; and     **WHEREAS**, in consideration of CM purchasing such components, the VERSO Parties agree topurchase the assembled products utilizing such components and further agree to provide purchaseorders to CM in a minimum amount of $2,000,000.00 per quarter for the next three (3) years, allupon the terms and conditions hereinafter set forth.     **NOW THEREFORE**, for and consideration of $10.00 and the mutual benefits derived herefrom andother good and valuable consideration VERSO Parties and CM do hereby contract and agree as follows:     1) CM shall purchase $4,000,000.00 in various electronic components, including, but notlimited to, integrated circuits, resistors, capacitors and other related
 

 
items. A copy of such electronic components is attached hereto as “Exhibit A” and incorporatedherein by reference as if copied fully in words and figures. CM shall pay the sum of $2,000,000.00for an outright purchase of $2,000,000.00 of such electronic components. This payment shall bemade to VERSO within two (2) business days of the Effective Date (as hereinafter defined). CM shallhold the remaining $2,000,000.00 of electronic components. Upon the purchase by the VERSO Partiesof least $2,000,000.00 in products of original inventory as described on “Exhibit A”, CM shall(without any additional consideration) assign to VV the remainder of such unused original inventoryand CM shall be excused from making any additional payment pursuant to Paragraph 1, and whereuponVV shall instruct CM to hold such components on assignment for the benefit of the VERSO Parties.CM may only use the purchased electronic components to fulfill the purchase orders of the VERSOParties, unless the VERSO Parties otherwise agree.     VV represents it has physically delivered to CM various electronic components, including butnot limited to integrated circuits, resistors, capacitors and other related items as described in“Exhibit A” attached hereto. VV and CM each acknowledge that neither has had an opportunity toconduct a physical inventory of such electronic components set forth in “Exhibit A” attached heretoand in the event there is a discrepancy in the quantity of items described in “Exhibit A” and thatactually delivered to CM, VV and/or CM may request a physical audit of such electronic componentsand any such issues shall be resolved by making an inventory adjustment.     2) The VERSO Parties agree to purchase the product assembled using the electronic componentsfrom CM as follows:     Within one (1) year from the date of this Agreement the VERSO Parties shall purchase$1,000,000.00 of original inventory as described in “Exhibit A” of such
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assembled product, plus pay a surcharge of $160,000.00 in cash within twelve (12) months from thedate of this Agreement. Within twenty-four (24) months from date of this Agreement the VERSOParties shall purchase an additional $1,000,000.00 of original inventory in product and pay asurcharge of $80,000.00 in cash.     During the first year of this Agreement, in the event the VERSO Parties fail to purchase$1,000,000.00 in products of original inventory as described in “Exhibit A”, the VERSO Partiesshall pay in cash the difference in the above amount of product purchased by VERSO and$1,160.000.00 on or before the17th day of August , 2007. This payment shall be the onlyobligation of the VERSO Parties and CM’s only remedy in the event the VERSO Parties fail to makethis purchase.     During the second year of this Agreement in the event the VERSO Parties fail to purchase anadditional $1,000,000.00 of original inventory as described in “Exhibit A”, the VERSO Parties shallpay in cash the difference in the above amount of product purchased by VERSO and $1,080,000.00 onor before the 17th day of August, 2008. This payment shall be the only obligation of the VERSO Parties andCM’s only remedy in the event the VERSO Parties fail to make this purchase.     In the event, the VERSO Parties purchase $2,000,000.00 of original inventory as described in“Exhibit A” from CM, prior to the expiration of 24 months from the date of this Agreement CM shallprorate surcharge. The VERSO Parties shall pay to CM such prorata surcharge within thirty (30)days of such notice to the VERSO Parties by CM of such amount.     3) The VERSO Parties shall provide CM a minimum of $2,000,000.00 in purchase orders forelectronic products each quarter beginning the date of this Agreement for the next three (3) years,being a total of $8,000,000.00 per year in electronic products.
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     4) In the event, the VERSO Parties fail to provide a minimum of $2,000,000.00 in purchaseorders per quarter in electronic products for the next three (3) years, the VERSO Parties shall payto CM as damages for any purchase orders totaling less than $2,000,000.00 in any quarter the sum of$25,000.00 for each quarter such purchase orders fall below $2,000,000.00. This payment shall bethe only obligation of the VERSO Parties and CM’s only remedy in the event the VERSO Parties failto make this purchase.     Notwithstanding the foregoing, if the VERSO Parties purchase the assembled products using theelectronic components from CM as provided in Paragraph 2 of this Agreement and pay the surcharge asset forth in Paragraph 2 of this Agreement, then the VERSO Parties shall have no obligation to payany amount pursuant to this paragraph. In addition, notwithstanding anything herein to thecontrary, the VERSO Parties shall have no obligation to pay any surcharges or damages pursuant tothis Agreement for failing to purchase assembled products using the electronic components withinspecified time frames if such failure results from CM’s inability or failure to perform in a timelymanner its obligations in respect of the manufacture of such products.     5) The VERSO Parties and CM each acknowledge that CM shall be entitled to pledge all or anypart of such electronic components purchased herein to secure any indebtedness for the purchase ofsuch electronic components from VV.     6) As a condition precedent to the effectiveness of this Agreement, all electronic componentsto be purchased hereto shall be inspected by CM and deemed usable by CM in making product and shallbe located at its place of business at 2674 South Harper Road, Corinth, Mississippi 38834. CMshall inspect such components and deliver a notice of acceptance tothe VERSO Parties within 0days of the date
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hereof, the date of delivery of such notice is referred to herein as the “EffectiveDate”. Any unusable product as determined by CM, in its good faith discretion, shall not bepurchased by CM hereunder and shall be returned by CM to the VERSO Parties and the VERSO Partiesshall repurchase or exchange, as the case may be, such product for the price set forth in “ExhibitA”.     7) CM shall be responsible for all risk of loss to the electronic components upon delivery ofthe components to CM’s facility until the balance of any such electronic components are assigned toVV as provided in Paragraph 1 of this agreement.Upon such assignment VV shall assume therisks of providing insurance for such electronic components and the obligation to pay for suchinsurance. VV may request CM to continue to provide insurance under its policy of insurance aslong as such components are located at the facility of CM in Corinth, Mississippi; however, suchrequest shall be in writing and VV shall promptly reimburse CM for the additional costs related toinsuring such electronic components.     8) All purchases of products by the VERSO Parties from CM shall be subject to the provisionsof the Manufacturing Agreement to be signed by the VERSO Parties and CM, including the pricing,inspection and warranty provisions of such agreement. Such manufacturing agreement shall be signedcontemporaneously with this agreement and is made a part of this agreement by reference.     9) VV warrants that it is the owner of all property described in “Exhibit A” attached heretoand all such property is conveyed to CM free from any adverse lien, security interest orencumbrance and that VV will defend title against all claims and demands of all persons any timeclaiming the same or any interest therein.     10) If any provision of this Agreement is held invalid, such invalidity shall not affect thevalidity or enforcement of the remaining provisions of this Agreement.
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     11) This Agreement shall inure for the benefit of the parties hereto and their respectiverepresentatives, successors and assigns. No party hereto shall assign any rights hereunder withoutthe consent of the other parties hereto.     12) This Agreement has been delivered by the VERSO Parties to CM in the City of Corinth,County of Alcorn, State of Mississippi and shall be governed and construed in accordance with thelaws of the State of Mississippi.     13) If a dispute should arise, the parties shall have the option to submit the dispute toarbitration under the rules for commercial arbitration of the American Arbitration Association.     WITNESS OUR SIGNATURES, thisthe 17th day of July, 2006.           **VERSO TECHNOLOGIES, INC.**     **CM SOLUTIONS, INC.**         By: /s/ Juliet M. Reising   By: /s/ Michael Driste                    Juliet M. Reising     Michael Driste           Printed Name     MICHAEL DRISTE        PRESIDENT  EVP & CEO         Title                 **VERSO VERILINK, LLC**               By: /s/ Juliet M. Reising                          Juliet M. Reising                 Printed Name                 EVP & CEO         Title      
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