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                                                                    EXHIBIT 10.5


         AMENDMENT TO PURCHASE AGREEMENT dated as of January 18, 2001, as
amended on January 23, 2001 by and between Verso Technologies, Inc., a Minnesota
corporation (formerly known as Eltrax System, Inc.) (the "Company"), and those
persons signatory hereto (each such person being called a "Purchaser" and all
such persons, collectively called the "Purchasers") made this 25th day of
January, 2001.

         WHEREAS the Company and the Purchasers desire to amend certain terms
and provisions of the Purchase Agreement.

         NOW, THEREFORE, the parties hereby agree as follows:

         1.       Section 1.2(a) is hereby amended and restated in its entirety
to read as follows:

                  (a)      The Company shall repurchase $4.5 million of Old
                           Debentures. One-half of the aggregate of the Old
                           Debentures to be repurchased shall be repurchased
                           from each Purchaser.

         2.       Section 1.2(b) is hereby amended and restated in its entirety
to read as follows:

                  (b)      The closing of the repurchase of the Old Debentures
                           (the "Repurchase Closing") shall take place at the
                           offices of Morse, Zelnick, Rose & Lander, LLP, 450
                           Park Avenue, New York, N.Y. 10022 on January 30, 2001
                           (the "Repurchase Date").

         3.       Section 1.2(c) is hereby amended and restated in its entirety
to read as follows:

                  (c)      At the Repurchase Closing, the parties shall deliver
                           or shall cause to be delivered the following: (1)
                           each Purchaser shall deliver to the Company (i) Old
                           Debentures representing no less than the aggregate
                           principal amount of Old Debentures to be repurchased
                           from such Purchaser and (ii) cash or check in the
                           amount of $5.00 in payment for such Purchaser's
                           Repurchase Date Warrants (as defined below), and (2)
                           the Company shall deliver to each Purchaser (i) an
                           amount equal to 100% of the principal amount of the
                           Old Debentures to be repurchased from such Purchaser
                           plus all accrued and unpaid interest with respect
                           thereto in United States dollars in immediately
                           available funds by wire transfer to an account
                           designated in writing by each Purchaser for such
                           purpose (ii) to the extent that the principal amount
                           of the Old Debentures delivered to the Company shall
                           be in excess of the principal amount of the Old
                           Debentures to be purchased from such Purchaser,
                           debentures in a form identical to the Old Debentures
                           except that the principal amount thereof shall be
                           equal to such excess (iii) a legal opinion


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                           of Rogers & Hardin LLP outside counsel to the
                           Company, in the form of Exhibit A (iv) an executed
                           Repurchase Date Warrant for the number of such
                           warrants being sold to each Purchaser and (v) an
                           executed Registration Rights Agreement dated the
                           Repurchase Date in the form of Exhibit H annexed
                           hereto (the "Warrant Reg Rights Agreement").

         4.       Section 1.3 is hereby amended and restated in its entirety to
read as follows:

                  Amendment of Old Debentures. Simultaneously with the Closing,
those Old Debentures that are not repurchased by the Company shall be amended as
follows:

                  (a)      The conversion price of such Old Debentures in effect
                           on the Repurchase Date shall be fixed at a price
                           equal to the lesser of (i) $1.19 and (ii) the
                           conversion price of such Old Debentures immediately
                           following the Repurchase Closing, and all such
                           outstanding Old Debentures shall be amended to
                           reflect such adjustment, and

                  (b)      the terms of such Old Debentures shall be amended as
                           provided in Schedule 1.3 hereof.

         5.       Section 1.4 is hereby amended and restated in its entirety to
read as follows:

                  Purchase of Warrants. Simultaneously with the Repurchase
Closing, the Company shall sell to the Purchasers, for an aggregate price of
$10.00, warrants to purchase 945,378 shares of the common stock par value $.01
per share of the Company. Such warrants shall be in the form of Exhibit G
annexed hereto and shall be called the "Repurchase Date Warrants." Each
Purchaser shall purchase 50% of such warrants.

         6.       Section 1.5 is hereby amended and restated in its entirety to
read as follows:

                  Commitment to Purchase Additional Debentures. The Purchasers
hereby agree with the Company that subject to the provisions of this Agreement,
they shall severally and not jointly, purchase from the Company that amount of
the Company's Series A 5.00% Convertible Debentures, which shall be in Form of
Exhibit B annexed hereto (the "Debentures") as shall in the aggregate be equal
to $3,500,000 (the "Commitment Amount").

         7.       Section 1.9 is hereby amended and restated in its entirety to
read as follows:

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                  Certain Defined Terms. For purposes of this Agreement,
"Business Day," "Commission," "Conversion Price," "Effective Date," "Exchange
Date," "Original Issue Date," "Person," "Trading Day" and "Underlying Shares
Registration Statement" shall have the meanings set forth in the Debentures. The
Repurchase Date Warrants, Initial Warrants and Additional Warrants are
collectively referred to as the "Warrants."

         8.       The lead in to Section 8(b) of the form of Initial Warrant
annexed to the Purchase Agreement as Exhibit C shall be amended and restated in
its entirety to read as follows:

                  (b)      Cashless Exercise. In the event, but only in such
                           event, that on or after the Effective Date (as
                           defined in the Registration Rights Agreement referred
                           to in the Purchase Agreement) a Registration
                           Statement covering the resale of the Warrant Shares
                           has not been declared effective, then the Holder may
                           surrender this Warrant to the Company together with a
                           notice of cashless exercise, in which event the
                           Company shall issue to the Holder the number of
                           Warrant Shares determined as follows:

         9.       All other terms and conditions of the Purchase Agreement shall
remain in full force and effect without modification.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date indicated above.


                            [SIGNATURE PAGES FOLLOW]


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                                    VERSO TECHNOLOGIES, INC.



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



                                    By:      /s/ Steven A. Odom
                                        ----------------------------------------
                                        Name:  Steven A. Odom
                                        Title: Chairman and Chief
                                               Executive Officer


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                                    STRONG RIVER INVESTMENTS, INC.


                                    By:      /s/ Kenneth Henderson
                                        ----------------------------------------
                                        Name:  Kenneth Henderson
                                        Title: Attorney-in-fact




                                    BAY HARBOR INVESTMENTS, INC.


                                    By:      /s/ Kenneth Henderson
                                        ----------------------------------------
                                        Name:  Kenneth Henderson
                                        Title: Attorney-in-fact



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