**Exhibit 10.4****MANUFACTURING AGREEMENT**This MANUFACTURING AGREEMENT is entered into as of this 12th day of July 2006 by and between CMSolutions Corporation, a Mississippi corporation, whose principal place of business is located at2674 South Harper Rd, Corinth, MS 38834 (hereinafter referred to as “Manufacturer”), and VersoTechnologies, Inc., a Minnesota corporation, and Verso Verilink, LLC, a Georgia limited liabilitycompany, each having its principal office at 400 Galleria Parkway Suite 200 Atlanta, Georgia 30339(hereinafter referred to collectively as “Purchaser”).1. TERM   This Agreement shall become effective on the date hereof and shall continue in effect forthree (3) years and will automatically update and continue for One (1) year, unlessrequested in writing by either party at least ninety (90) days prior to end of term. 2. SPECIFICATIONS; QUALITY (a) All products to be manufactured pursuant to this Agreement shall be identifiedin a unique purchase order issued by the Purchaser to the Manufacturer defining allrequirements of the particular build (the “Products”). These Products shall bemanufactured in accordance with Purchaser’s specifications and drawings, whichhave been provided to Manufacturer. All Products built by Manufacturer for Purchaserare subject to the terms and conditions of this Agreement.  (b) CM Solutions agrees to supply product built to RoHS standards, at a mutuallyagreed to time and price.  (c) All work performed by Manufacturer shall be performed in a skillful andprofessional manner and shall be consistent with best commercial standards of theindustry, including but not limited to the following: (1) ISO 9002  (2) BABT  (3) Production Quality Assurance Approval (PQAA) facilitycertification  (4) IPC-A-610 Class 2 (acceptability of Electronic Assemblies)  (5) IPC-3-815 Class 2 (SMT-acceptability of electronic assemblies)  (6) IPC-R-700 (guidelines for modification and repair of PCB’s andassemblies)  (7) Purchaser’s “Quality Plan” (See Exhibit B)3. TRANSPORTATION
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  Transportation services shall be provided by Manufacturer, for deliveries of assembledboards to Madison, Alabama facility (FOB Purchaser’s Dock). Manufacturer will back haul“consigned material” from Purchaser to the Manufacturer.4. PAYMENT TERMS   Payment terms for all Products shall be net Thirty (30) days from the date of invoice. All“invoices” shall contain such detail, as may be necessary to support Manufacturer’s charges.   Payments will be in U.S. dollars5. INVENTORY — BONDED STORES ACCOUNT   Manufacturer will maintain a “Bonded Stores Inventory” account, which will include rawmaterials inventory owned by Purchaser. While Purchaser owns the items in this “BondedStores Inventory” account, the Manufacturer is responsible for staffing, maintenance, dataand inventory accuracy. A formal cycle count process and / or physical inventories will berequired by Manufacturer. In the event the Manufacturer’s inventory accuracy, defined asbook-to-physical units and dollars, falls below 98% accuracy, Purchaser will requireManufacturer to complete a physical inventory, at Manufacturer’s expense, until such timeinventory accuracy is compliant. Failure to meet these requirements will require theManufacturer to provide a root cause analysis, containment plan, and preventive action planbased on Purchaser’s periodic audits. 6. CONSIGNMENT OF EQUIPMENT; TRAINING   Purchaser will deliver to Manufacturer its test equipment and manufacturing equipment uniqueto Purchaser’s Products for use by Manufacturer in manufacturing and testingProducts. Purchaser will retain title to such equipment, which shall be immediatelyreturned to Purchaser upon termination of this Agreement in good working order.Manufacturer shall maintain and upgrade the equipment as may be required to perform itsobligations under this Agreement. Purchaser shall provide at its cost such additional testequipment as may be necessary to meet production requirements. Any modifications requiredto be made to equipment provided to Manufacturer pursuant to this section shall bedocumented by an Engineering Change Order (“ECO”) or (Equivalent Manufacturing ControlDocuments) and shall be at Purchaser’s expense. Purchaser shall provide suchtraining to Manufacturer’s personnel as may be necessary for Manufacturer to manufacture andtest Products. (The test equipment and manufacturing equipment provided pursuant to thisparagraph is collectively known as “Tools”.)
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  Manufacturer shall not assign, lease, license, pledge, loan, mortgage or otherwise part withpossession of, or the right to possess the Tools. Manufacturer shall allow no claims,encumbrances or liens with respect to the Tools and shall not state or imply to any thirdparty that Manufacturer is the owner of the Tools.   Manufacturer agrees that all Tools provided under this Agreement will be used only tomanufacture Purchaser’s Products, unless otherwise approved by the Purchaser.   Manufacturer agrees that it will follow normal industrial practice in the identification andmaintenance of the property control records on all such tooling, and will make such recordsavailable for inspection by the purchaser at all reasonable times. This includes annualcalibration requirements imposed by Purchaser. 7. PRICING;   Manufacturer’s prices shall be identified in Exhibit “A” and shall be reviewed by bothparties after each 12-month period of this Agreement. Exhibit A will be updatedperiodically, and revision controlled by “date”. Non-PCB materials (any items not includedon the bill-of-materials) will be included as part of Manufacturer’s cost of business, andnot directly reimbursable. Examples include, but are not limited to, flux, solder, labels,adhesives and tape.     NOTE: This pricing does not include RoHS Process.8. PURCHASE ORDERS (for Consignment Production) (a) Products purchased in accordance with the terms of this agreement related toinventory stored in the bonded stores account, shall be made pursuant to a PurchaseOrder, signed by an authorized representative of Purchaser and shall containPurchaser’s part number, revision level of Products to be shipped, and Purchaser’sdelivery schedule.  (b) Purchaser’s expectation is normally a 2-week lead-time, as material shortagesare filled, for board assembly delivery to Purchaser. On occasion, Purchaser may needexpedited delivery.  (c) Purchaser shall be entitled to cancel, reschedule or modify Purchase Orders.If such action by Purchaser represents an acceleration of shipment date or increase inquantity of Products, Manufacturer will use its best commercial efforts to meetPurchaser’s request, subject to material availability and capacity, and expedited laborcharges, where applicable.
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 (d) Whenever possible, Purchaser shall provide Manufacturer at the beginning ofeach calendar month, a forecast of anticipated volume for board assemblies for the nextcalendar month.9. PURCHASE ORDERS: (for TURN-KEY Product)       (a.) Products purchased in accordance with the terms of this Agreement as turnkeyproducts shall also be made pursuant to a Purchase Order, signed by an authorizedrepresentative of Purchaser and shall contain Purchaser’s part number, revision levelof Products to be shipped, and Purchaser’s delivery schedule.       (b.) Purchaser will issue purchase orders at least 6 weeks in advance of delivery.       (c.) When possible, Purchaser will share with Manufacturer the forecasted productvolumes, and any forecast data will be deemed “non-binding to Purchaser”.10. Management & Material Procurement       (a.) Materials Management for the “Turn-key” portion of this agreement shall be inkeeping with the following goals: 1. The intent is to reduce Purchaser lead times to theleast number of weeks possible, with the standard being 6 weeks to point ofdelivery.  2. Manufacturer shall set up with suppliers for allapplicable items, with a “supplier managed bond quantity” available andreplenished as pulls are made.  3. Purchaser and Manufacturer will agree in writing to a“specific set of components”, referred to as “Strategic items”, for whichthe Purchaser will manage and sell to Manufacturer, as required.  4. Purchaser and Manufacturer will agree to a specificlist of components, referred to as “Critical Components”, which will bepurchased, stocked and managed by Manufacturer, and for which Purchaserwill have liability.    This listing will be jointly reviewed monthly for required action.  5. Purchaser will identify to Manufacturer periodically alisting of “available, excess inventory”, which Manufacturer will berequired to purchase from Purchaser first, until supply is exhausted.
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       (b.) Purchaser acknowledges its financial responsibility for the material purchasedby Manufacturer to support Purchaser’s purchase orders, as well as any other documentedand mutually agreed to “strategic and critical component buys”.       (c.) Manufacturer agrees to use commercially reasonable efforts to manage inventoryand purchase materials in a manner that is cost effective. However, in the event of achange in material costs, Purchaser and Manufacturer agree that any such change inpricing will be fully passed on to Purchaser upon depletion of the current inventory.       (d.) Manufacturer agrees to procure material specified by Purchaser’s bills ofmaterial only from the manufacturers listed on the Approved Vendor List (AVL).       (e.) Manufacturer will charge Purchaser for any purchase premiums, expediting feesor special freight costs incurred because of a Purchaser caused occurrence, includingbut not limited to, Purchaser’s demand of assemblies.       (f.) Minimum production lot sizes will be reviewed and mutually agreed upon on aperiodic basis.       (g.) Purchaser agrees to pay non-recurring expenses (NRE) incurred by Manufacturer,during the set-up of the supply chain, that have been pre-approved by Purchaser.       (h.) Manufacturer is authorized to purchase materials and make commitments tovendors on the (AVL) using standard purchasing practices including, but not limited tosupplier imposed minimum order quantities (MOQ), minimum build quantities, and economicorder quantities.11. Scheduling       (a.) Increasing/Upside in Schedule; Manufacturer will use reasonably bestefforts to accommodate requests on a case-by-case basis. Requests for increase inquantities may be subject to additional charges and will be contingent uponmanufacturing cycle time, and availability of material. Charges will be reviewed andapproved by Purchaser prior to the increase in schedule.   (b.) Downside Scheduling: Downside rescheduling of Purchase orders will be subjectto the limitations set forth below:         Maximum Allowable reschedule Quantities/shipment Dates
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     # of Days before Delivery Max Resch Qty Max Reschedule Period0-30 0 031-60 25% 60 daysBeyond 61 days 100% unlimited       (c.) Cancellation: In the event of a termination or cancellation of a purchaseorder, discontinuance of a product, or creation of excess Manufacturer owned material,due to an engineering change order, Purchaser agrees to purchase from Manufacturer suchProducts and / or excess material in accordance with the terms and conditionspreviously set forth in Section 10 “Management and Material Procurement” and Section 12“Excess and Obsolete Inventory” of this Agreement.     Purchaser requests to cancel shipments of Products will be reviewed by Manufacturerand cancellation charges will be assessed on the following items: (i) finishedgoods, (ii) work in process, and (iii) material components on hand and on order withsuppliers, which cannot be rescheduled or cancelled.     Manufacturer shall undertake reasonable efforts to cancel all applicable componentpurchase orders and reduce component inventory through return for credit programs orallocation of components to other programs.12. Excess and Obsolete Inventory       (a.) Excess Inventory is defined as inventory quantities on hand and anynon-cancelable/non-returnable quantities on order that will be in excess of demand asidentified in either Purchaser’s Purchase Orders, or deemed excess from the “StrategicParts Listing” and/or “Critical Parts Listing”, as identified in Section 10.a.3 and10.a.4. Non-cancelable/non-returnable material includes all components acquired underManufacturer or Purchaser negotiated agreements with suppliers that do not provide forreturn and / or cancellation free of charge. Non-returnable shall include “broken”packages due to subsequent processing.       (b.) Manufacturer will carry raw material inventory for up to 90 days of demand atno charge to Purchaser. Purchaser will be charged a monthly carrying charge at therate of 0.5 % of the inventory value exceeding 90 days demand from the date it isreported as excess until 180 days when it will be dispositioned. Manufacturer andPurchaser may agree to hold Excess Inventory for periods longer than indicated aboveupon mutual agreement of terms and carrying charge(s).       (c.) OBSOLETE INVENTORY: Purchaser shall take receipt of obsolete inventory with-inthirty (30) days of both parties agreeing to same, at current cost, plus 12.5 %material markup.
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13. WARRANTY (a) Manufacturer warrants that the Product sold hereunder will be free from defectsin material (as it relates to Purchaser’s approved vendor list) and workmanshipaccording to IPC 610 Workmanship Standards and other appropriate quality standards fora period of one (1) year from the date of shipment, provided that: (i) Manufacturer isnotified in writing by Purchaser within thirty (30) days after Purchaser’s discovery ofany Product failure, or (ii) the defective Product is returned to Manufacturer no laterthan ten (10) days following the last day of the warranty period. Manufacturer shallinclude serial numbers and/or date stamps, as designated by Purchaser, on each Productto facilitate warranty tracking. Purchaser shall forward defective Products toManufacturerfreight prepaid, and Manufacturer will use its best efforts toreturn the repaired or replaced Products freight prepaid by Manufacturer to Purchaserno later than thirty (30) days from the date Manufacturer received the defectiveProduct. The foregoing warranty shall not be valid if the Product or component partshave been subjected to abuse, misuse, accident, alteration, neglect, unauthorizedrepair or installation.  (b) Subject to Exhibit B, the foregoing warranty provisions set forthManufacturer’s sole liability and the Purchaser’s exclusive remedies for claims (exceptas to title) based on defects in, or failure of, any Product sold hereunder when theclaim is based on breach of warranty. Upon the expiration of the applicable warrantyfor any Product sold hereunder, all such liability shall terminate.  (c) The above warranty periods shall not be extended by the repair or replacementof Products pursuant to any of the above warranties. The above warranties shall applyto Purchaser, its successors, assigns and those who purchase or use Products.Purchaser shall deal directly with Manufacturer for returns and repairs.  (d) Except as hereinabove provided, the foregoing warranties are exclusive and inlieu of all other warranties, express or implied, or statutory, including the impliedwarranty of merchantability or fitness for a particular purpose.14. DELIVERY (a) Products shall be delivered to Purchaser in accordance with the delivery datesas specified on Purchaser’s Purchase Orders as agreed to by Manufacturer.
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 (b) Upon learning of any potential delays, Manufacturer will immediately notifyPurchaser by e-mail in writing as to the cause and extent of such delay. Manufacturerand Purchaser will review the cause and extent of such delay, and the Purchase Orderline item delivery date will be modified if material is determined to be on allocation,defective, or incorrect, in a manner that could not be reasonably anticipated byManufacturer. If the above circumstances do not apply, the delivery schedule in thepurchase order shall remain in effect.  (c) Purchaser has entered into contractual agreements with customers, to provide“on time” deliveries for certain product, which provide penalties for latedeliveries. In the event Manufacturer is solely responsible for Purchaser’s latedelivery of product to its customer and pays actual penalties to such customer, thenManufacturer and Purchaser will negotiate in good faith to determine the amount of suchpenalty, if any, that Manufacturer is required to pay.15. TERMINATION   This Agreement may be terminated by either party at any time upon the occurrence of any oneor more of the following events of default: (a) Failure of the other party (i) to perform pursuant to the terms and conditionsof this Agreement; and (ii) to cure such performance deficiency within thirty (30) daysafter receiving written notice thereof given by the aggrieved party;  (b) The entering into or filing by the other party of a petition, arrangement orproceeding seeking an order for relief under the bankruptcy laws of the United States,a receivership for any of the assets of the other party, a composition with orassignment for the benefit of its creditors, a readjustment of debt, or the dissolutionor liquidation of the other party;16. INSPECTION (a) Source Inspection: Upon request from Purchaser, Manufacturer agrees toallow Purchaser to inspect and review the work being performed under this Agreement,including materials and supplies being used. However, shipments will not be delayed ifPurchaser fails to conduct such source inspection. Source inspection does notconstitute acceptance of Products.  (b) Approved Vendor List:  Manufacturer shall be provided access toPurchaser’s Approved Vendor Listing (“AVL”) via on-line access and/or hard copy, andshall insure that all components and material used in the
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   manufacture of Purchaser’s Products adheres specifically to this “Approved VendorListing” (A.V.L.).17. ENGINEERING CHANGE ORDERS (“ECOs”)   From time to time, Manufacturer will be asked to implement ECOs. The following shall applyto ECOs: (a) Purchaser shall notify Manufacturer in writing of a proposed ECO. Thisnotification should include the documentation of the change to effectively supportManufacturer’s investigation of the impact of this proposal.  (b) Upon notice of a change, Manufacturer will make best effort to review all costsimpacted within three (3) working days. All cost impacts and material availabilityissues will be mutually reviewed and agreed to with Purchaser prior to implementation.  (c) Emergency ECOs will be immediately implemented at Purchaser’s request.Purchaser will be liable for costs associated with emergency ECO implementation.18. CONFIDENTIALITY   Both parties acknowledge that, by reason of their relationship, they may have access tocertain information and materials concerning the other’s business, plans, and products(including, but not limited to, information and materials contained in technical dataprovided to the other party) which is confidential and of substantial value to the otherparty, and which value would be impaired if such information were used by the other party ordisclosed to third parties. Both parties agree that they shall not use in any way, fortheir own account or the account of any third party, nor disclose to any third party, anysuch confidential information which is revealed to it by the other party without writtenauthorization from the other party. Each party will take every reasonable precaution toprotect the confidentiality of such information consistent with the efforts exercised by itwith respect to its own confidential information. Each party shall advise the other ofinformation or materials it considers confidential. Upon termination of this Agreement, allconfidential information shall be returned to owners of that confidential information. Thisprovision shall survive termination of this Agreement. 19. INDEMNIFICATION AND INSURANCE   Each party shall indemnify and defend the other party against all claims, suits, losses,expenses and liabilities for bodily injury, personal injury, death and property damagedirectly or indirectly caused by any Products or through the
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  intentional acts or negligence of a party or of any person for whose actions such party islegally liable.   Each party shall have and maintain, during the term hereof and for one year thereafter, (i.)Commercial Liability Insurance (including, but not limited to, premises-operations, broadform property damage, products/completed operations, contractual liability, independentcontractors, personal injury) with limits of at least $ 2,000,000 combined single limit foreach occurrence (limits may be satisfied with primary and /or excess coverage), (ii)Commercial Automobile Liability Insurance with limits of at least $ 2,000,000 combinedsingle limit for each occurrence, and (iii) Workers’ Compensation Insurance as required byStatue, and Employer’s Liability insurance with limits of not less than $ 1,000,000 peroccurrence.   The insurer must be licensed to do business in the state in which the work is performed andmust have Best Rating “Ax” or better. Annually, Manufacturer shall deliver a certificate ofinsurance on which Purchaser is included as additional insured with reference to (i) in theparagraph above. Certificates of insurance must be provided prior to any work beingperformed and must be kept in force during the term of this Agreement. It is also agreedthat Manufacturer’s policy is primary. 20. COMPLIANCE WITH APPLICABLE LAWS   Manufacturer has been, and shall continue to be, in material compliance with the provisionsof all applicable federal, state and local laws, regulations, rules and ordinancesapplicable to the transactions governed by this Agreement. 21. FORCE MAJEURE   In the event that performance by either party of its obligations under this Agreement isprevented due to any Act of God, fire, casualty, flood, earthquake, war, strike, lockout,epidemic, destruction of production facilities, riot, insurrection, or any other similarcause beyond the reasonable control of the party invoking this section, and if such partyshall give prompt written notice to the other party, the time for its performance shall beexcused, and the time for the performance shall be extended for the period of delay orinability to perform due to such occurrences. 22. MISCELLANEOUS (a) Severability: In the event that one or more of the provisions, or partsthereof, contained in this Agreement shall for any reason be held to be invalid,illegal, or unenforceable by a court of competent jurisdiction, the same shall notinvalidate or otherwise affect any other provision in the
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   Agreement, and the Agreement shall be construed as if such invalid, illegal orunenforceable provision had never been contained herein.  (b) Entire Agreement; Modification: This Agreement constitutes the entireand exclusive statement by Purchaser and Manufacturer of the terms of their agreement.Notwithstanding the above, any additional terms that may be contained in any purchaseorder, invoice or other form of Purchaser will also apply. In the event terms in thisAgreement conflict with terms contained in one of these other forms of Purchaser, theterms of this Agreement will govern. All prior and contemporaneous proposals,negotiations, representations and agreements are merged into this Agreement. The termsof this Agreement may not be altered, modified, superseded, amended or rescinded, andno additional terms shall become a part of this Agreement, except pursuant to a writingspecifically referencing this Agreement and signed by a representative of the partyagainst whom enforcement is sought.  (c) Notice: Unless otherwise specified in this Agreement, all notices andother communications permitted or required by the provisions hereof shall be in writingand shall be mailed, faxed or delivered to the other party at the address set forthbelow (or at such other address as either party shall designate in writing to the otherparty during the term of this Agreement) and shall be effective and deemed received:i) if mailed, when actually received; ii) if faxed, when actually received; or iii) ifpersonally delivered, when delivered. Each notice to Manufacturer or Purchaser shallbe addressed, until notice of change thereof, as follows: i) If intended for Manufacturer, to:    C.M. Solutions Corporation2674 South Harper Rd.Corinth, MS 38834Attn: Michael Driste  ii) If intended for Purchaser, to:    Verso Technologies, Inc.127 Jetplex CircleMadison, AL 35758-8989Attn: Steve Odom    With a copy to    Verso Technologies, Inc.400 Galleria Parkway, Suite 200Atlanta, GA 30339
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   Attn: Chief Financial Officer (d) Assignment: This Agreement shall not be assignable by either partywithout the prior written consent of the other party.  (e) Relationship of parties: The parties are and shall be independentcontractors to one another, and nothing herein shall be deemed to cause this Agreementto create an agency, partnership, joint venture and any other relationship between theparties.  (f) Waiver: No failure or delay on the part of either party hereto inexercising any right or remedy under this Agreement, or any single or partial exerciseof any such right or remedy, shall operate as a waiver thereof. No provision of thisAgreement may be waived except in writing signed by the party granting such waiver.  (g) Governing Law; Interpretation: This Agreement shall be governed by andconstrued in accordance with the laws of the State of Alabama. Acceptance oracquiescence in a course of performance rendered under this Agreement shall not berelevant to determining the meaning of the Agreement, even though the accepting oracquiescing party had knowledge of the nature of the performance and an opportunity forobjection. No course of prior dealing between the parties and no usage of the tradeshall be relevant to supplement or explain any terms used in this Agreement.23. RETURN MATERIAL AUTHORIZATION   If product is found to be defective pursuant to Section 13 of this Agreement, Purchaser willnotify Manufacturerand Manufacturerwill provide a Return MaterialAuthorization number prior to Purchaser returning the Product. Manufacturerwillmake best effort to provide an RMA number within twenty- four (24) hours.24. QUARTERLY REVIEWS.   Purchaser and Manufacturer will meet quarterly to review all processes associated with thiscontract, and jointly work towards process improvements in the following areas: **§** Price  **§** Quality  **§** Cycle Time  **§** On-time Delivery  **§** Design improvements on manufacturability, quality and price
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25. Exhibit attachment schedule: **•** Exhibit A shall represent “current” pricing, and shall be amended andrev controlled by DATE, as required.  **•** Exhibit B shall represent “Quality Plan”.           ACCEPTED FOR**Verso Technologies, Inc.** ACCEPTED FOR**CM Solutions Corporation**           By:  /s/ Juliet M. Reising By:  /s/ Michael Driste                          Print:  Juliet M. Reising Print:  Michael Driste                          Title:  EVP & CFO Title:  President                          Date:  7 - 17 - 06 Date:  7 - 17 - 06                          ACCEPTED FOR**Verso Verilink, LLC**                   By:  /s/ Juliet M. Reising                              Print:  Juliet M. Reising                              Title:  EVP                              Date:  7 - 17 - 06                   
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