EXHIBIT 4.78




REGISTRATION
RIGHTS AGREEMENT




This
Registration Rights Agreement (this “Agreement”) is made and entered into as of
February 25, 2008, by and between Verso Technologies, Inc., a Minnesota
corporation (the “Company”), and Laurus Master Fund, Ltd. (the
“Purchaser”).




This
Agreement is made pursuant to (i) the Security Agreement, dated as of September
20, 2006, by and among the Purchaser, Valens U.S. SPV I, LLC (as partial
assignee) (“Valens US”), the Company and various subsidiaries of the Company (as
amended, modified or supplemented from time to time, the “Security Agreement”),
as such Security Agreement and Ancillary Agreements (as defined in the Security
Agreement) have been assigned in part by Purchaser to Valens US pursuant to that
certain Assignment of Loans, Liens and Documents dated as of December 21, 2007
(the “Assignment”) between Purchaser, Valens US and Valens Offshore SPV II,
Corp. (“Valens Offshore”) and (ii) the Letter Agreement dated as of the date
hereof by and among the Company, the Purchaser, Valens US and Valens Offshore
(the “Consent”).




The
Company and the Purchaser hereby agree as follows:




1.            
Definitions.  Capitalized
terms used and not otherwise defined herein that are defined in the Security
Agreement shall have the meanings given such terms in the Security
Agreement.  As used in this Agreement, the following terms shall have
the following meanings:




“Closing Shares”means
1,724,259 shares of Common Stock issued by the Company to the Purchaser pursuant
to the Consent.




“Commission” means the
Securities and Exchange Commission.




“Common Stock” means shares
of the Company’s common stock, par value $0.01 per share.




“Effectiveness Date” means a
date no later than one hundred twenty (120) days following the date
hereof.




“Effectiveness Period” has
the meaning set forth in Section 2(a).




“Exchange Act” means the
Securities Exchange Act of 1934, as amended, and any successor
statute.




“Filing Date” means April 15,
2008.




“Holder” or “Holders” means the Purchaser
or any of its affiliates or transferees to the extent any of them hold Closing
Shares, other then those purchasing Closing Shares in a market
transaction.




“Indemnified Party” has the
meaning set forth in Section 5(c).




“Indemnifying Party” has the
meaning set forth in Section 5(c).









“Proceeding” means an action,
claim, suit, investigation or proceeding (including, without limitation, an
investigation or partial proceeding, such as a deposition), whether commenced or
threatened.




“Prospectus” means the
prospectus included in the Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule 430A promulgated under the Securities Act), as amended or supplemented by
any prospectus supplement, with respect to the terms of the offering of any
portion of the Closing Shares covered by such Registration Statement, and all
other amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.




“Registration Statement”
means the registration statement required to be filed hereunder, including the
Prospectus therein, amendments and supplements to such registration statement or
Prospectus, including pre- and post-effective amendments, all exhibits thereto,
and all material incorporated by reference or deemed to be incorporated by
reference in such registration statement.




“Rule 144” means Rule 144
promulgated by the Commission pursuant to the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such
Rule.




“Rule 415” means Rule 415
promulgated by the Commission pursuant to the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such
Rule.




“Securities Act” means the
Securities Act of 1933, as amended, and any successor statute.




“Security Agreement” has the
meaning given to such term in the Preamble hereto.




“Trading Market” means any of
the NASD Over The Counter Bulletin Board, the NASDAQ Capital Market, the NASDAQ
National Market, the American Stock Exchange or the New York Stock
Exchange.




2.          
  Registration.




(a)     
      On or prior to the Filing Date, the Company
shall prepare and file with the Commission a Registration Statement covering the
Closing Shares for a selling stockholder resale offering to be made on a
continuous basis pursuant to Rule 415.  The Registration Statement
shall be on Form S-3 (except if the Company is not then eligible to register for
resale the Closing Shares on Form S-3, in which case such registration shall be
on another appropriate form in accordance herewith).  The Company
shall use its commercially reasonable efforts to cause the Registration
Statement to become effective and remain effective as provided
herein.  The Company shall use its commercially reasonable efforts to
cause the Registration Statement to be declared effective no later than the
Effectiveness Date.  The Company shall use its commercially reasonable
efforts to keep the Registration Statement continuously effective under the
Securities Act until the date which is the earlier date of when (i) all Closing
Shares covered by such Registration Statement have been sold or (ii) all Closing
Shares covered by such Registration Statement may be sold immediately without
registration under the Securities Act and without volume restrictions pursuant
to Rule 144(k), as determined by the counsel to the Company pursuant to a
written opinion letter to such effect, addressed and acceptable to the Company’s
transfer agent and the affected Holders (each, an “Effectiveness
Period”).




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(b)          
Within three business days of the Effectiveness Date, the Company shall cause
its counsel to issue a blanket opinion in substantially the form attached hereto
as Exhibit A, to the transfer agent stating that the shares are subject to an
effective registration statement and can be reissued free of restrictive legend
upon notice of a sale by the Purchaser and confirmation by the Purchaser that it
has complied with the prospectus delivery requirements, provided that the
Company has not advised the transfer agent orally or in writing that the opinion
has been withdrawn. Copies of the blanket opinion required by this Section 2(b)
shall be delivered to the Purchaser within the time frame set forth
above.




3.   
         Registration
Procedures.  If and whenever the Company is required by the
provisions hereof to effect the registration of any Closing Shares under the
Securities Act, the Company will, as expeditiously as possible:




(a)        
   prepare and file with the Commission a Registration Statement
with respect to such Closing Shares, respond as promptly as possible to any
comments received from the Commission, and use its commercially reasonable
efforts to cause such Registration Statement to become and remain effective for
the Effectiveness Period with respect thereto, and promptly provide to the
Purchaser copies of all filings and Commission letters of comment relating
thereto;




(b)      
     prepare and file with the Commission such
amendments and supplements to such Registration Statement and the Prospectus
used in connection therewith as may be necessary to comply with the provisions
of the Securities Act with respect to the disposition of all Closing Shares
covered by such Registration Statement and to keep such Registration Statement
effective until the expiration of the Effectiveness Period applicable to such
Registration Statement;




(c)    
       furnish to the Purchaser such number
of copies of the Registration Statement and the Prospectus included therein
(including each preliminary Prospectus) as the Purchaser reasonably may request
to facilitate the public sale or disposition of the Closing Shares covered by
such Registration Statement;




(d)         
  use its commercially reasonable efforts to register or qualify the
Purchaser’s Closing Shares covered by such Registration Statement under the
securities or “blue sky” laws of such jurisdictions within the United States as
the Purchaser may reasonably request, provided, however, that the Company shall
not for any such purpose be required to qualify generally to transact business
as a foreign corporation in any jurisdiction where it is not so qualified or to
consent to general service of process in any such jurisdiction;




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(e)       
    list the Closing Shares covered by such Registration
Statement with any securities exchange on which the Common Stock of the Company
is then listed;




(f)        
   immediately notify the Purchaser at any time when a Prospectus
relating thereto is required to be delivered under the Securities Act, of the
happening of any event of which the Company has knowledge as a result of which
the Prospectus contained in such Registration Statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing; and




(g)      
     make available for inspection by the Purchaser and
any attorney, accountant or other agent retained by the Purchaser, all publicly
available, non-confidential financial and other records, pertinent corporate
documents and properties of the Company, and cause the Company’s officers,
directors and employees to supply all publicly available, non-confidential
information reasonably requested by the attorney, accountant or agent of the
Purchaser.




Notwithstanding
anything herein to the contrary, upon written notice from the Company, the
Company may require that the Holders suspend offers and sales of Closing Shares
pursuant to Section 7 hereof due to the fact that (1) (a) there is material
non-public information regarding the Company which the Company’s Board of
Directors (the “Board”), after advice of legal counsel, reasonably determines
not to be in the Company’s best interest to disclose and which the Company is
not otherwise required to then disclose or (b) there is a significant business
opportunity (including, but not limited to, the acquisition or disposition of
assets (other than in the ordinary course of business) or any merger,
consolidation, tender offer or other similar transaction available to the
Company which the Board reasonably determines would be seriously detrimental to
the Company and its shareholders to then disclose, and which the Company would
be required to disclose in a Registration Statement; provided that such period (a
“Blackout Period”) shall end on the earlier to occur of (i) the date upon which
the circumstances that give rise to the commencement of the period would no
longer cause the registration and distribution of the Closing Shares to be
seriously detrimental to the Company and its shareholders and (ii) such time as
the Company (A) notifies the Holders that the Company will no longer delay such
filing of the registration statement, (B) recommences steps to make such
registration statement effective or (c) allows sales pursuant to such
registration statement to resume; provided further in no event shall the
aggregate Blackout Periods in any rolling 12-month period exceed 60 days in the
aggregate for such 12-month period.




4.         
   Registration
Expenses.  All expenses relating to the Company’s compliance
with Sections 2 and 3 hereof, including, without limitation, all registration
and filing fees, printing expenses, fees and disbursements of counsel and
independent public accountants for the Company, fees and expenses (including
reasonable counsel fees) incurred in connection with complying with state
securities or “blue sky” laws, fees of the NASD, transfer taxes, fees of
transfer agents and registrars, fees of, and disbursements incurred by, one
counsel for the Holders are called “Registration Expenses”. All selling
commissions applicable to the sale of Closing Shares, including any fees and
disbursements of any special counsel to the Holders beyond those included in
Registration Expenses, are called “Selling Expenses.”  The Company
shall only be responsible for all Registration Expenses.




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5.        
    Indemnification.




(a)       
    In the event of a registration of any Closing Shares
under the Securities Act pursuant to this Agreement, the Company will indemnify
and hold harmless each Holder, and its officers, directors and each other
person, if any, who controls such Holder within the meaning of the Securities
Act, against any losses, claims, damages or liabilities, joint or several, to
which such Holder, or such persons may become subject under the Securities Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the Registration
Statement under which such Closing Shares were registered under the Securities
Act pursuant to this Agreement, any preliminary Prospectus or final Prospectus
contained therein, or any amendment or supplement thereof, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse such Holder, and each such person for any
reasonable legal or other expenses incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the
Company will not be liable in any such case if and to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission so made in
conformity with information furnished by or on behalf of the Purchaser or any
such person in writing specifically for use in any such document.




(b)      
     In the event of a registration of the Closing
Shares under the Securities Act pursuant to this Agreement, the Purchaser will
indemnify and hold harmless the Company, and its officers, directors and each
other person, if any, who controls the Company within the meaning of the
Securities Act, against all losses, claims, damages or liabilities, joint or
several, to which the Company or such persons may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact which was
furnished in writing by the Purchaser to the Company expressly for use in (and
such information is contained in) the Registration Statement under which such
Closing Shares were registered under the Securities Act pursuant to this
Agreement, any preliminary Prospectus or final Prospectus contained therein, or
any amendment or supplement thereof, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
will reimburse the Company and each such person for any reasonable legal or
other expenses incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action, provided, however, that the
Purchaser will be liable in any such case if and only to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission so made in
conformity with information furnished in writing to the Company by or on behalf
of the Purchaser specifically for use in any such
document.  Notwithstanding the provisions of this paragraph, the
Purchaser shall not be required to indemnify any person or entity in excess of
the amount of the aggregate net proceeds received by the Purchaser in respect of
Closing Shares in connection with any such registration under the Securities
Act.




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(c)     
      Promptly after receipt by a party entitled
to claim indemnification hereunder (an “Indemnified Party”) of notice of the
commencement of any action, such Indemnified Party shall, if a claim for
indemnification in respect thereof is to be made against a party hereto
obligated to indemnify such Indemnified Party (an “Indemnifying Party”), notify
the Indemnifying Party in writing thereof, but the omission so to notify the
Indemnifying Party shall not relieve it from any liability which it may have to
such Indemnified Party other than under this Section 5(c) and shall only relieve
it from any liability which it may have to such Indemnified Party under this
Section 5(c) if and to the extent the Indemnifying Party is prejudiced by such
omission. In case any such action shall be brought against any Indemnified Party
and it shall notify the Indemnifying Party of the commencement thereof, the
Indemnifying Party shall be entitled to participate in and, to the extent it
shall wish, to assume and undertake the defense thereof with counsel
satisfactory to such Indemnified Party, and, after notice from the Indemnifying
Party to such Indemnified Party of its election so to assume and undertake the
defense thereof, the Indemnifying Party shall not be liable to such Indemnified
Party under this Section 5(c) for any legal expenses subsequently incurred by
such Indemnified Party in connection with the defense thereof; if the
Indemnified Party retains its own counsel, then the Indemnified Party shall pay
all fees, costs and expenses of such counsel, provided, however, that, if the
defendants in any such action include both the Indemnified Party and the
Indemnifying Party and the Indemnified Party shall have reasonably concluded
that there may be reasonable defenses available to it which are different from
or additional to those available to the Indemnifying Party or if the interests
of the Indemnified Party reasonably may be deemed to conflict with the interests
of the Indemnifying Party, the Indemnified Party shall have the right to select
one separate counsel and to assume such legal defenses and otherwise to
participate in the defense of such action, with the reasonable expenses and fees
of such separate counsel and other expenses related to such participation to be
reimbursed by the Indemnifying Party as incurred.




(d)     
      In order to provide for just and equitable
contribution in the event of joint liability under the Securities Act in any
case in which either (i) the Purchaser, or any officer, director or controlling
person of the Purchaser, makes a claim for indemnification pursuant to this
Section 5 but it is judicially determined (by the entry of a final judgment or
decree by a court of competent jurisdiction and the expiration of time to appeal
or the denial of the last right of appeal) that such indemnification may not be
enforced in such case notwithstanding the fact that this Section 5 provides for
indemnification in such case, or (ii) contribution under the Securities Act may
be required on the part of the Purchaser or such officer, director or
controlling person of the Purchaser in circumstances for which indemnification
is provided under this Section 5; then, and in each such case, the Company and
the Purchaser will contribute to the aggregate losses, claims, damages or
liabilities to which they may be subject (after contribution from others) in
such proportion so that the Purchaser is responsible only for the portion
represented by the percentage that the public offering price of its securities
offered by the Registration Statement bears to the public offering price of all
securities offered by such Registration Statement, provided, however, that, in any
such case, (A) the Purchaser will not be required to contribute any amount in
excess of the public offering price of all such securities offered by it
pursuant to such Registration Statement; and (B) no person or entity guilty of
fraudulent misrepresentation (within the meaning of Section 10(f) of the Act)
will be entitled to contribution from any person or entity who was not guilty of
such fraudulent misrepresentation.




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6.           
 Representations and
Warranties.




(a)    
       The Common Stock is registered
pursuant to Section 12(b) or 12(g) of the Exchange Act and, except with respect
to certain matters which the Company has disclosed to the Purchaser on Schedule 12(u) to the
Security Agreement, the Company has timely filed all proxy statements, reports,
schedules, forms, statements and other documents required to be filed by it
under the Exchange Act since December 31, 2006.  The Company has filed
(i) its Annual Report on Form 10-K for the fiscal year ended December 31, 2006
and (ii) its Quarterly Report on Form 10-Q for the fiscal quarters ended March
31, 2007, June 30, 2007 and September 30, 2007 (collectively, the “SEC
Reports”).  Each SEC Report was, at the time of its filing, in
substantial compliance with the requirements of its respective form and none of
the SEC Reports, nor the financial statements (and the notes thereto) included
in the SEC Reports, as of their respective filing dates, contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.  The
financial statements of the Company included in the SEC Reports comply as to
form in all material respects with applicable accounting requirements and the
published rules and regulations of the Commission or other applicable rules and
regulations with respect thereto.  Such financial statements have been
prepared in accordance with generally accepted accounting principles (“GAAP”)
applied on a consistent basis during the periods involved (except (i) as may be
otherwise indicated in such financial statements or the notes thereto or (ii) in
the case of unaudited interim statements, to the extent they may not include
footnotes or may be condensed) and fairly present in all material respects the
financial condition, the results of operations and the cash flows of the Company
and its subsidiaries, on a consolidated basis, as of, and for, the periods
presented in each such SEC Report.




(b)   
        Except as set forth in Schedule
6(b) hereto, the Common Stock is listed for trading on the NASDAQ Capital Market
and satisfies all requirements for the continuation of such listing, and the
Company shall do all things necessary for the continuation of such
listing.  Except as set forth on Schedule 6(b) hereto, the Company has
not received any notice that its Common Stock will be delisted from the NASDAQ
Capital Market (except for prior notices which have been fully remedied) or that
the Common Stock does not meet all requirements for the continuation of such
listing




(c)     
      Neither the Company, nor any of its
affiliates, nor any person acting on its or their behalf, has directly or
indirectly made any offers or sales of any security or solicited any offers to
buy any security under circumstances that would cause the offering of the
Securities pursuant to the Security Agreement to be integrated with prior
offerings by the Company for purposes of the Securities Act which would prevent
the Company from selling the Common Stock pursuant to Rule 506 under the
Securities Act, or any applicable exchange-related stockholder approval
provisions, nor will the Company or any of its affiliates or subsidiaries take
any action or steps that would cause the offering of the Common Stock to be
integrated with other offerings (other than such concurrent offering to the
Purchaser).




(d)     
      The Closing Shares are restricted securities
under the Securities Act as of the date of this Agreement.  The
Company will not issue any stop transfer order or other order impeding the sale
and delivery of any of the Closing Shares at such time as such Closing Shares
are registered for public sale or an exemption from registration is available,
except as required by federal or state securities laws.




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(e)     
      The Company understands the nature of the
Closing Shares and recognizes that the issuance of such Closing Shares may have
a potential dilutive effect.  The Company specifically acknowledges
that its obligation to issue the Closing Shares is binding upon the Company and
enforceable regardless of the dilution such issuance may have on the ownership
interests of other shareholders of the Company.




(f)       
    Except for agreements made in the ordinary course of
business, there is no agreement that has not been filed with the Commission as
an exhibit to a registration statement or to a form required to be filed by the
Company under the Exchange Act, the breach of which could reasonably be expected
to have a material and adverse effect on the Company and its subsidiaries, or
would prohibit or otherwise interfere with the ability of the Company to enter
into and perform any of its obligations under this Agreement in any material
respect.




(g)           The
Company shall have authorized and reserved a sufficient number of shares of
Common Stock to issue to the Purchaser the Closing Shares.




7.           Miscellaneous.




(a)           Remedies.  In the
event of a breach by the Company or by a Holder, of any of their respective
obligations under this Agreement, each Holder or the Company, as the case may
be, in addition to being entitled to exercise all rights granted by law and
under this Agreement, including recovery of damages, will be entitled to
specific performance of its rights under this Agreement.




(b)           No Piggyback on
Registrations.  Except as and to the extent set forth on
Schedule 7(b) hereto, neither the Company nor any of its security holders (other
than the Holders in such capacity pursuant hereto) may include securities of the
Company in the Registration Statement other than the Closing Shares, and the
Company shall not after the date hereof enter into any agreement providing any
such right for inclusion of shares in the Registration Statement to any of its
security holders; provided, however, that the Company may include in the
Registration Statement any of the Company’s securities held by the Purchaser,
Valens US or Valens Offshore which are entitled to registration rights pursuant
to agreements with the Company other than this Agreement.  Except as
and to the extent specified in Schedule 7(b) hereto,
the Company has not previously entered into any agreement granting any
registration rights with respect to any of its securities to any Person that
have not been fully satisfied.




(c)           Obligations of
Holders.  Each Holder covenants and agrees that it will comply
with the prospectus delivery requirements of the Securities Act as applicable to
it in connection with sales of Closing Shares pursuant to the Registration
Statement.  In connection with the registration of Closing Shares
pursuant to the Registration Statement, each Holder shall:  (i) timely
furnish to the Company a completed shareholder questionnaire in a form
reasonably acceptable to the Company and such information in writing regarding
itself and the intended method of disposition of such Closing Shares as the
Company shall reasonably request in order to effect the registration thereof;
(ii)  notify the Company when it has sold all of the Closing Shares
held by it; and (iii) notify the Company in the event that any information
supplied by such Holder in writing for inclusion in such Registration Statement
or related Prospectus is untrue or omits to state a material fact required to be
stated therein or necessary to make such information not misleading in light of
the circumstances then existing.




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(d)           Discontinued
Disposition.  Each Holder agrees by its acquisition of such
Closing Shares that, upon receipt of a notice from the Company of the occurrence
of a Discontinuation Event (as defined below), such Holder will forthwith
discontinue disposition of such Closing Shares under the Registration Statement
until such Holder’s receipt of the copies of the supplemented Prospectus and/or
amended Registration Statement or until it is advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus may be resumed, and, in
either case, has received copies of any additional or supplemental filings that
are incorporated or deemed to be incorporated by reference in such Prospectus or
Registration Statement.  The Company may provide appropriate stop
orders to enforce the provisions of this paragraph.  For purposes of
this Agreement, a “Discontinuation Event” shall mean (i) when the Commission
notifies the Company whether there will be a “review” of such Registration
Statement and whenever the Commission comments in writing on such Registration
Statement (the Company shall provide true and complete copies thereof and all
written responses thereto to each of the Holders); (ii) any request by the
Commission or any other Federal or state governmental authority for amendments
or supplements to such Registration Statement or Prospectus or for additional
information; (iii) the issuance by the Commission of any stop order suspending
the effectiveness of such Registration Statement covering any or all of the
Closing Shares or the initiation of any Proceedings for that purpose; (iv) the
receipt by the Company of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Closing Shares for
sale in any jurisdiction, or the initiation or threatening of any Proceeding for
such purpose; (v) the occurrence of any event or passage of time that makes the
financial statements included in such Registration Statement ineligible for
inclusion therein or any statement made in such Registration Statement or
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires any revisions to such
Registration Statement, Prospectus or other documents so that, in the case of
such Registration Statement or Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading; (vii)
the occurrence or existence of a Blackout Period and/or (vii) the occurrence of
an event described in Section 7(c)(iii) hereof.




(e)           Piggy-Back
Registrations.  If at any time during any Effectiveness Period
there is not an effective Registration Statement covering all of the Closing
Shares required to be covered during such Effectiveness Period and the Company
shall determine to prepare and file with the Commission a registration statement
relating to an offering for its own account or the account of others under the
Securities Act of any of its equity securities, other than on Form S-4 or
Form S-8 (each as promulgated under the Securities Act) or their then
equivalents relating to equity securities to be issued solely in connection with
any acquisition of any entity or business or equity securities issuable in
connection with stock option or other employee benefit plans, then the Company
shall send to each Holder written notice of such determination and, if within
fifteen (15) days after receipt of such notice, any such Holder shall so request
in writing, the Company shall include in such registration statement all or any
part of such Closing Shares such Holder requests to be registered, to the extent
the Company may do so without violating registration rights of others which
exist as of the date of this Agreement, subject to customary underwriter
cutbacks applicable to all holders of registration rights and subject to
obtaining any required consent of any selling stockholder(s) to such inclusion
under such registration statement.




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(f)           Amendments and
Waivers.  The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given,
unless the same shall be in writing and signed by the Company and the Holders of
the then outstanding Closing Shares.  Notwithstanding the foregoing, a
waiver or consent to depart from the provisions hereof with respect to a matter
that relates exclusively to the rights of certain Holders and that does not
directly or indirectly affect the rights of other Holders may be given by
Holders of at least a majority of the Closing Shares to which such waiver or
consent relates; provided, however, that the
provisions of this sentence may not be amended, modified, or supplemented except
in accordance with the provisions of the immediately preceding
sentence.




(g)           Notices.  Any notice
or request hereunder may be given to the Company or the Purchaser at the
respective addresses set forth below or as may hereafter be specified in a
notice designated as a change of address under this Section 7(g).  Any
notice or request hereunder shall be given by registered or certified mail,
return receipt requested, hand delivery, overnight mail, Federal Express or
other national overnight next day carrier (collectively, “Courier”) or telecopy
(confirmed by mail).  Notices and requests shall be, in the case of
those by hand delivery, deemed to have been given when delivered to any party to
whom it is addressed, in the case of those by mail or overnight mail, deemed to
have been given three (3) business days after the date when deposited in the
mail or with the overnight mail carrier, in the case of a Courier, the next
business day following timely delivery of the package with the Courier, and, in
the case of a telecopy, when confirmed.  The address for such notices
and communications shall be as follows:




If
      to the Company:
            Verso
      Technologies, Inc.400
      Galleria ParkwaySuite
      200Atlanta,
      Georgia  30339Attention:  Chief
      Financial OfficerFacsimile:  (678)
      589-3780with
      a copy to:Rogers
      & Hardin LLP2700
      International Tower229
      Peachtree Street, NEAtlanta,
      Georgia  30303Attention:  Robert
      C. Hussle, Esq.Facsimile:  (404)
      525-2224




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If
      to a Purchaser:
            To
      the address set forth under such Purchaser name on the signature pages
      hereto.If
      to any other Person who isthen
      the registered Holder:
            To
      the address of such Holder as it appears in the stock transfer books of
      the Company




or such
other address as may be designated in writing hereafter in accordance with this
Section 7(g) by such Person.




(h)           Successors and
Assigns.  This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of each of the parties and
shall inure to the benefit of each Holder.  The Company may not assign
its rights or obligations hereunder without the prior written consent of each
Holder.  Each Holder may assign their respective rights hereunder in
the manner and to the Persons as permitted under the Security
Agreement.




(i)           
Execution and
Counterparts.  This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and, all of which taken together shall constitute one and the same
agreement.  In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were the original
thereof.




(j)       
    Governing Law, Jurisdiction and
Waiver of Jury Trial.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW.  The Company hereby consents and
agrees that the state or federal courts located in the County of New York, State
of New York shall have exclusion jurisdiction to hear and determine any
Proceeding between the Company, on the one hand, and the Purchaser, on the other
hand, pertaining to this Agreement or to any matter arising out of or related to
this Agreement; provided, that the
Purchaser and the Company acknowledge that any appeals from those courts may
have to be heard by a court located outside of the County of New York, State of
New York, and further provided, that
nothing in this Agreement shall be deemed or operate to preclude the Purchaser
from bringing a Proceeding in any other jurisdiction to collect the obligations,
to realize on the Collateral or any other security for the obligations, or to
enforce a judgment or other court order in favor of the
Purchaser.  The Company expressly submits and consents in advance to
such jurisdiction in any Proceeding commenced in any such court, and the Company
hereby waives any objection which it may have based upon lack of personal
jurisdiction, improper venue or forum non
conveniens.  The Company hereby waives personal service of the
summons, complaint and other process issued in any such Proceeding and agrees
that service of such summons, complaint and other process may be made by
registered or certified mail addressed to the Company at the address set forth
in Section 7(g) and that service so made shall be deemed completed upon the
earlier of the Company’s actual receipt thereof or three (3) days after deposit
in the U.S. mails, proper postage prepaid.  The parties hereto desire
that their disputes be resolved by a judge applying such applicable
laws.  Therefore, to achieve the best combination of the benefits of
the judicial system and of arbitration, the parties hereto waive all rights to
trial by jury in any Proceeding brought to resolve any dispute, whether arising
in contract, tort, or otherwise between the Purchaser and/or the Company arising
out of, connected with, related or incidental to the relationship established
between then in connection with this Agreement.  If either party
hereto shall commence a Proceeding to enforce any provisions of this Agreement,
the Security Agreement or any other Ancillary Agreement, then the prevailing
party in such Proceeding shall be reimbursed by the other party for its
reasonable attorneys’ fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such Proceeding.




11




(k)           Cumulative
Remedies.  The remedies provided herein are cumulative and not
exclusive of any remedies provided by law.




(l)           Severability.  If
any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their reasonable
efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.




(m)           Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.




[Balance
of page intentionally left blank; signature page follows]





12




IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as
of the date first written above.




VERSO
      TECHNOLOGIES, INC.By:
      /s/ Martin D. KidderName:
      Martin D. KidderTitle: 
      CFOLAURUS
      MASTER FUND, LTD.By:  Laurus
      Capital Management, LLC, its Investment ManagerBy:
      /s/ Scott BluesteinName: 
      Scott BluesteinTitle:   
      Authorized SignatoryAddress
      for Notices:c/o
      Laurus Capital Management, LLC335
      Madison Ave., 10th FloorNew
      York, New York 10017Attention:  Portfolio
      ServicesFacsimile:  212-541-4410









EXHIBIT
A




____________,
200___




American
Stock Transfer & Trust Company


Corporate
Trust Department


59 Maiden
Lane


New York,
New York  10038


Attn:  Joe
Wolf




Re:Verso Technologies, Inc. Registration Statement on
      Form [S-3] (No. 333-_________)




Ladies
and Gentlemen:




As
counsel to Verso Technologies, Inc., a Minnesota (the “Company”), we have been
requested to render our opinion to you in connection with the resale by the
individuals or entitles listed on Schedule A attached
hereto (the “Selling Shareholders”), of an aggregate of __________ shares (the
“Shares”) of the Company’s common stock.




A
Registration Statement on Form [S-3] (No. 333-________) under the Securities Act
of 1933, as amended (the “Act”), with respect to the resale of the Shares was
declared effective by the Securities and Exchange Commission on
[date].  Enclosed is the Prospectus dated [date].  We
understand that the Shares are to be offered and sold in the manner described in
the Prospectus.




Based
upon the foregoing, upon request by any Selling Shareholder at any time while
the registration statement remains effective, and provided such shareholder
represents to you that (i) such shareholder has sold the Shares registered by
the registration statement for such shareholder’s account in accordance with the
plan of distribution set forth in the Prospectus and (ii) a copy of the
Prospectus and all supplements thereto were delivered to the purchaser of the
Shares in accordance with the Act, then it is our opinion that the Shares have
been registered for resale under the Act and new certificates evidencing the
Shares upon their transfer or re-registration by the Selling Stockholders may be
issued without restrictive legend.  We will advise you if the
registration statement is not available or effective at any point in the
future.




Very
      truly yours,[Company
      counsel]









Schedule
A to Exhibit A




Selling
      Stockholder
            R/N/O
            Shares
              Being
      Offered