EXHIBIT
4.74




THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES
LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY
APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.




WARRANT




TO
PURCHASE [__________] SHARES OF COMMON STOCK OF




VERSO
TECHNOLOGIES, INC.









No.
[___________] February 21, 2008






THIS CERTIFIES THAT, for value
received, [_________________] or its registered assigns (the “Holder”) is entitled
to purchase from Verso Technologies, Inc., a Minnesota corporation (the “Company”), at any
time or from time to time after 9:00 a.m., Atlanta, Georgia time, on August 22,
2008 (the “Exercise
Date”) and prior to 5:00 p.m., Atlanta, Georgia time, on the date which
is five (5) years from the Exercise Date (the “Expiration Date”), at
the place where the Warrant Agency (as hereinafter defined) is located, at the
Exercise Price (as hereinafter defined), the number of shares of common stock,
$.01 par value (the “Common Stock”), of
the Company specified above, subject to the terms and conditions as hereinafter
provided.




Capitalized
terms used and not otherwise defined in this Warrant shall have the meanings set
forth in Article IV hereof.




ARTICLE
I




EXERCISE
OF WARRANTS




1.1           Method of
Exercise.




(a)           To
exercise this Warrant in whole or in part, the Holder shall deliver to the
Company at the Warrant Agency:  (i) this Warrant; (ii) a written
notice, substantially in the form of the subscription notice attached hereto as
Annex 1, of
such Holder’s election to exercise this Warrant, which notice shall specify the
number of whole shares of Common Stock to be purchased, the denominations of the
share certificate or certificates desired and the name or names of the Eligible
Holder(s) in which such certificates are to be registered (the “Exercise Notice”);
and (iii) payment of the Exercise Price with respect to such shares of Common
Stock.  Such payment may be made, at the option of the Holder, by
cash, money order, certified or bank cashier’s check, wire transfer or, subject
to and accordance with Section 1.1(b), by a cash-less exercise of this
Warrant.









(b)           In
lieu of exercising this Warrant for cash, the Holder may elect, at any time
after the Exercise Date and prior to the Expiration Date, to receive shares
equal to the value (as determined below) of this Warrant (or the portion thereof
being exercised) by surrender of this Warrant to the Company at the Warrant
Agency, together with the properly endorsed Exercise Notice, in which event the
Company shall issue to the Holder a number of shares of Common Stock computed
using the following formula:




X=
            Y(A-B)


A






whereX
      =
            the
      number of shares of Common Stock to be issued to the
    Holder;




Y
      =
            the
      number of shares of Common Stock purchasable under this Warrant or, if
      only a portion of this Warrant is being exercised, the portion of this
      Warrant being exercised (at the date of
  exercise);




A
      =
            the
      Fair Market Value of one share of Common Stock (at the date of exercise);
      and




B
      =
            the
      Exercise Price per share (as adjusted to the date of
      exercise).





(c)           The
Company shall, as promptly as practicable and in any event within five (5)
Business Days thereafter, execute and deliver or cause to be executed and
delivered, in accordance with an Exercise Notice delivered pursuant to Section
1.1(a) or 1.1(b), a certificate or certificates representing the aggregate
number of shares of Common Stock specified in said notice.  The share
certificate or certificates so delivered shall be in such denominations as may
be specified in such notice (or, if such notice shall not specify denominations,
one certificate shall be issued) and shall be issued in the name of the Holder
or such other name or names of Eligible Holder(s) as shall be designated in such
notice.  Such certificate or certificates shall be deemed to have been
issued, and such Holder or any other Person so designated to be named therein
shall be deemed to have exercised this Warrant and for all purposes to have
become holders of record of such shares, as of the date the aforementioned
notice is received by the Company.  If this Warrant shall have been
exercised only in part, the Company shall, at the time of delivery of the
certificate or certificates, deliver to the Holder a new Warrant evidencing the
right to purchase the remaining shares of Common Stock called for by this
Warrant, which new Warrant shall in all other respects be identical with this
Warrant.  The Company shall pay all expenses payable in connection
with the preparation, issuance and delivery of share certificates and new
Warrants as contemplated by Section 2.6 below (other than transfer or similar
taxes in connection with the transfer of securities), except that, if share
certificates or new Warrants shall be registered in a name or names other than
the name of the Holder, funds sufficient to pay all transfer taxes payable as a
result of such transfer shall be paid by the Holder at the time of delivering
the aforementioned notice or promptly upon receipt of a written request of the
Company for payment.




2




(d)           If
this Warrant shall be surrendered for exercise within any period during which
the transfer books for shares of the Common Stock purchasable upon the exercise
of this Warrant are closed for any purpose, then the Company shall not be
required to make delivery of certificates for the Common Stock purchasable upon
such exercise until the date of the reopening of said transfer
books.




1.2           Shares To Be Fully Paid and
Nonassessable.  All shares of Common Stock issued upon the
exercise of this Warrant shall be validly issued, fully paid and
nonassessable.




1.3           No Fractional Shares To Be
Issued.  The Company shall not be required to issue fractions
of shares of Common Stock upon exercise of this Warrant.  The Holder
may only elect to exercise this Warrant with respect to a whole number of shares
of the Common Stock.




1.4           Securities Laws; Share
Legend.  The Holder, by acceptance of this Warrant, agrees that
this Warrant and all shares of Common Stock issuable upon exercise of this
Warrant will be disposed of only in accordance with the Securities Act of 1933,
as amended, and any successor Federal statue, and the rules and regulations of
the Commission promulgated thereunder (the “Securities
Act”).  In addition to any other legend which the Company may
deem advisable under the Securities Act and applicable state securities laws,
all certificates representing shares of Common Stock (as well as any other
securities issued hereunder in respect of any such shares) issued upon exercise
of this Warrant shall be endorsed as follows:




THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES
LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY
APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.




Any
certificate issued at any time in exchange or substitution for any certificate
bearing such legend (except a new certificate issued upon completion of a public
distribution pursuant to a registration statement under the Securities Act)
shall also bear such legend unless, in the opinion of counsel (in form and
substance reasonably satisfactory to the Company) selected by the Holder of such
certificate and reasonably acceptable to the Company, the securities represented
thereby need no longer be subject to restrictions on resale under the Securities
Act.




3




1.5           Exercise
Limitations.  Notwithstanding anything herein to the contrary,
the Company shall not effect any exercise of this Warrant, and the Holder shall
not have the right to exercise any portion of this Warrant, pursuant to Section
1.1 or otherwise, to the extent that after giving effect to such issuance after
exercise as set forth on the applicable Exercise Notice, the Holder (together
with such Holder’s Affiliates, and any other Person or entity acting as a group
together with the Holder or any of the Holder’s Affiliates) would beneficially
own in excess of the Beneficial Ownership Limitation.  For purposes of this
Section 1.5, beneficial ownership shall be calculated in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
the rules and regulations promulgated thereunder.  To the extent that
the limitation contained in this Section 1.5 applies, the determination of
whether this Warrant is exercisable (in relation to other securities owned by
the Holder together with any Affiliates) and of which portion of this Warrant is
exercisable shall be made in good faith by the Company in consultation with the
Holder.  In addition, a determination as to any group status as
contemplated above shall be determined in accordance with Section 13(d) of the
Exchange Act and the rules and regulations promulgated
thereunder.  The “Beneficial Ownership
Limitation” shall be 19.99% of the number of shares of the Common Stock
outstanding immediately after giving effect to the issuance of shares of Common
Stock issuable upon exercise of this Warrant.  The provisions of this
Section 1.5 shall be construed and implemented in a manner otherwise than in
strict conformity with the terms of this Section 1.5 to correct this Section 1.5
(or any portion hereof) which may be defective or inconsistent with the intended
Beneficial Ownership Limitation herein contained or to make changes or
supplements necessary or desirable to properly give effect to such limitation.
The limitations contained in this Section 1.5 shall apply to all Eligible
Holders of this Warrant.




ARTICLE
II





WARRANT
AGENCY; TRANSFER, EXCHANGE AND


REPLACEMENT
OF WARRANT




2.1           Warrant
Agency.  Until such time, if any, as an independent agency
shall be appointed by the Company to perform services described herein with
respect to this Warrant (the “Warrant Agency”), the
Company shall perform the obligations of the Warrant Agency provided herein at
its principal office address or such other address as the Company shall specify
by prior written notice to the Holder.




2.2           Ownership of
Warrant.  The Company may deem and treat the Person in whose
name this Warrant is registered as the holder and owner hereof (notwithstanding
any notations of ownership or writing hereon made by any Person other than the
Company) for all purposes and shall not be affected by any notice to the
contrary, until presentation of this Warrant for registration of transfer as
provided in this Article II.




2.3           Transfer of
Warrant.  This Warrant may only be transferred to a purchaser
subject to and in accordance with this Section 2.3 and Section 1.4 hereof, and
any attempted transfer which is not in accordance with this Section 2.3 and
Section 1.4 hereof shall be null and void and the transferee shall not be
entitled to exercise any of the rights of the holder of this
Warrant.  The Company agrees to maintain at the Warrant Agency books
for the registration of such transfers of Warrants, and transfer of this Warrant
and all rights hereunder shall be registered, in whole or in part, on such
books, upon surrender of this Warrant at the Warrant Agency in accordance with
this Section 2.3, together with a written assignment of this Warrant,
substantially in the form of the assignment attached hereto as Annex 2, duly
executed by the Holder or its duly authorized agent or attorney-in-fact, with
signatures guaranteed by a bank or trust company or a broker or dealer
registered with FINRA, and funds sufficient to pay any transfer taxes payable
upon such transfer.  Upon surrender of this Warrant in accordance with
this Section 2.3, the Company (subject to being satisfied that such transfer is
in compliance with Section 1.4 hereof) shall execute and deliver a new Warrant
or Warrants of like tenor and representing in the aggregate the right to
purchase the same number of shares of Common Stock in the name of the assignee
or assignees and in the denominations specified in the instrument of assignment,
and this Warrant shall promptly be canceled.  Notwithstanding the
foregoing, a Warrant may be exercised by a new holder without having a new
Warrant issued.  The Company shall not be required to pay any Federal
or state transfer tax or charge that may be payable in respect of any transfer
of this Warrant or the issuance or delivery of certificates for Common Stock in
a name other than that of the registered holder of this Warrant.




4




2.4           Division or Combination of
Warrants.  This Warrant may be divided or combined with other
Warrants, in connection with the partial exercise of this Warrant, upon
surrender hereof and of any Warrant or Warrants with which this Warrant is to be
combined at the Warrant Agency, together with a written notice specifying the
names and denominations in which the new Warrant or Warrants are to be issued,
signed by the holders hereof and thereof or their respective duly authorized
agents or attorneys-in-fact.  Subject to compliance with Sections 1.4
and 2.3 hereof as to any transfer which may be involved in the division or
combination, the Company shall execute and deliver a new Warrant or Warrants in
exchange for the Warrant or Warrants to be divided or combined in accordance
with such notice.




2.5           Loss, Theft, Destruction or
Mutilation of Warrant Certificates.  Upon receipt by the
Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and, in the case of any such loss,
theft or destruction, upon receipt of indemnity or security (in customary form)
reasonably satisfactory to the Company, or, in the case of any such mutilation,
upon surrender and cancellation of such Warrant and upon reimbursement of the
Company’s reasonable incidental expenses, the Company will make and deliver, in
lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like
tenor and representing the right to purchase the same aggregate number of shares
of Common Stock.




2.6           Expenses of Delivery of
Warrants.  Except as otherwise expressly provided herein, the
Company shall pay all expenses (other than transfer taxes as described in
Section 2.3) and other charges payable in connection with the preparation,
issuance and delivery of Warrants hereunder and shares of Common Stock upon the
exercise hereof.




ARTICLE
III




ADJUSTMENT
PROVISIONS




3.1           Adjustments
Generally.  The Exercise Price and the number of shares of
Common Stock (or other securities or property) issuable upon exercise of this
Warrant shall be subject to adjustment from time to time upon the occurrence of
certain events, as provided in this Article III.




5




3.2           Common Share Reorganization
and Stock Dividend Payments.  If the Company, at any time this
Warrant is outstanding, (a) shall subdivide its outstanding shares of Common
Stock into a greater number of shares or consolidate its outstanding shares of
Common Stock into a smaller number of shares (any such event being called a
“Common Share
Reorganization”), or (b) pay a stock dividend (except scheduled dividends
paid on preferred stock which contain a stated dividend rate) or otherwise make
a distribution or distributions on shares of its Common Stock or on any other
class of capital stock payable in shares of Common Stock (any such event being
called a “Stock
Dividend Payment”), then (i) the Exercise Price shall be adjusted,
effective immediately after the record date at which the holders of shares of
Common Stock are determined for purposes of a Common Share Reorganization or at
which the holders of shares of Common Stock or any other class of capital stock
are determined for purposes of a Stock Dividend Payment, as the case may be, to
a price determined by multiplying the Exercise Price in effect immediately prior
to such record date by a fraction, the numerator of which shall be the number of
shares of Common Stock outstanding on such record date before giving effect to
such Common Share Reorganization or Stock Dividend Payment, as the case may be,
and the denominator of which shall be the number of shares of Common Stock
outstanding after giving effect to such Common Share Reorganization or Stock
Dividend Payment, as the case may be, and (ii) the number of shares of Common
Stock subject to purchase upon exercise of this Warrant shall be adjusted,
effective at such time, to a number determined by multiplying the number of
shares of Common Stock subject to purchase immediately before such Common Share
Reorganization or Stock Dividend Payment, as the case may be, by a fraction, the
numerator of which shall be the number of shares outstanding after giving effect
to such Common Share Reorganization or Stock Dividend Payment, as the case may
be, and the denominator of which shall be the number of shares of Common Stock
outstanding immediately before such Common Share Reorganization or Stock
Dividend Payment, as the case may be.




3.3           Capital
Reorganization.  If, at any time this Warrant is outstanding,
there shall be any consolidation or merger to which the Company is a party,
other than a consolidation or a merger in which the Company is a continuing
corporation and which does not result in any reclassification of, or change
(other than a Common Share Reorganization, Stock Dividend Payment or a change in
par value) in, outstanding shares of Common Stock, or any sale or conveyance of
the property of the Company as an entirety or substantially as an entirety (any
such event being called a “Capital
Reorganization”), then, effective upon the effective date of such Capital
Reorganization, the Holder shall have the right to purchase, upon exercise of
this Warrant, the kind and amount of shares of stock and other securities and
property (including cash) which the Holder would have owned or have been
entitled to receive after such Capital Reorganization if this Warrant had been
exercised immediately prior to such Capital Reorganization.  As a
condition to effecting any Capital Reorganization, the Company or the successor
or surviving corporation, as the case may be, shall execute and deliver to the
Holder and to the Warrant Agency an agreement as to the Holder's rights in
accordance with this Section 3.3, providing for subsequent adjustments as nearly
equivalent as may be practicable to the adjustments provided for in this Article
III.  The provisions of this Section 3.3 shall similarly apply to
successive Capital Reorganizations.




3.4           Subsequent Equity
Sales. If the Company, at any time while this Warrant is outstanding,
shall sell or grant any option to purchase, or sell or grant any right to
reprice its securities, or otherwise dispose of or issue any shares of Common
Stock or any Common Stock Equivalents entitling any Person to acquire shares of
Common Stock at a price per share less than the then Exercise Price (such lower
price, the “Base Share
Price” and such issuances collectively, a “Dilutive Issuance”),
then the Exercise Price shall be reduced and only reduced to equal the Base
Share Price, but in no event will the number of shares issuable upon exercise of
this Warrant be increased in connection with such Dilutive
Issuance.  Notwithstanding the foregoing, (i) the Exercise Price may
not be adjusted pursuant to this Section 3.4 to a price less than the Exercise
Price Floor and (ii) no adjustments shall be made under this Section 3.4 in
respect of an Exempt Issuance.




6




3.5           Adjustment
Rules.




(a)           Any
adjustments pursuant to this Article III shall be made successively whenever an
event referred to herein shall occur.




(b)           If
the Company shall set a record date to determine the holders of shares of Common
Stock or any other class of capital stock, as the case may be, for purposes of a
Common Share Reorganization, Stock Dividend Payment or Capital Reorganization
and shall legally abandon such action prior to effecting such action, then no
adjustment shall be made pursuant to this Article III in respect of such
action.




3.6           Notice of
Adjustments.  The Company shall give notice to the Holder prior
to any record date or effective date, as the case may be, in respect of any
Common Share Reorganization, Stock Dividend Payment or Capital Reorganization
describing, in each case, such event in reasonable detail and specifying such
record date or effective date, as the case may be.  In addition, after
the record date or effective date, as the case may be, of any Common Share
Reorganization, Stock Dividend Payment or Capital Reorganization, the Company
shall promptly give notice to the Holder of such event, describing such event in
reasonable detail and specifying the record date or effective date, as the case
may be, and, if determinable, the required adjustment and the computation
thereof.  If the required adjustment is not determinable at the time
of such notice, the Company shall give notice to the Holder of such adjustment
and computation promptly after such adjustment becomes
determinable.




3.7           Adjustment by Board of
Directors.  If any event occurs as to which, in the opinion of
the Board of Directors of the Company, the provisions of this Article III are
not strictly applicable or if strictly applicable would not fairly protect the
rights of the holder of this Warrant in accordance with the essential intent and
principles of such provisions, then the Board of Directors may make, in its
discretion, an adjustment in the application of such provisions, in accordance
with such essential intent and principles, so as to protect such rights as
aforesaid, but in no event shall any adjustment have the effect of increasing
the Exercise Price or decreasing the number of shares of Common Stock into which
the Warrant is exercisable as otherwise determined pursuant to any of the
provisions of this Article III, except in the case of a combination of shares of
a type contemplated in Section 3.2 and then in no event to an amount larger than
the Exercise Price as adjusted pursuant to Section 3.2.




ARTICLE
IV




DEFINITIONS




The
following terms, as used in this Warrant, have the following respective
meanings:




7




“Affiliate” means any
Person that, directly or indirectly through one or more intermediaries, controls
or is controlled by or is under common control with a Person as such terms are
used in and construed under Rule 144 under the Securities Act.




“Basic Share Price”
has the meaning set forth in Section 3.4.




“Beneficial Ownership
Limitation” has the meaning set forth in Section 1.5.




“Business Days” means
each day in which banking institutions in Atlanta, Georgia are not required or
authorized by law or executive order to close.




“Capital
Reorganization” has the meaning set forth in Section 3.3.




“Commission” means the
Securities and Exchange Commission.




“Common Share
Reorganization” has the meaning set forth in Section 3.2.




“Common Stock” has the
meaning set forth in the first paragraph of this Warrant.




“Common Stock
Equivalent” means any securities of the Company which would entitle the
holder thereof to acquire at any time any shares of Common Stock, including,
without limitation, any debt, preferred stock, rights, options, warrants or
other instrument that is at any time convertible into or exercisable or
exchangeable for, or otherwise entitles the holder thereof to receive, shares of
Common Stock.




“Company” has the
meaning set forth in the first paragraph of this Warrant.




“Dilutive Issuance”
has the meaning set forth in Section 3.4.




“Eligible Holder”
means the Holder and any permitted transferee of the Holder pursuant to and in
accordance with this Warrant.




“Exchange Act” has the
meaning set forth in Section 1.5.




“Exempt Issuance”
means the issuance of (i) shares of Common Stock or options issued to employees,
officers, consultants or directors of the Company or any subsidiary of the
Company pursuant to any stock or option plan duly adopted by a majority of the
non-employee members of the Board of Directors of the Company; (ii) any
securities of the Company upon the exercise, exchange or conversion of any
Common Stock Equivalents outstanding on the date of this Warrant; (iii) any
securities of the Company issued pursuant to acquisitions, strategic alliance or
transactions, joint venture arrangements, commercial lending transactions or
other commercial relationship approved by a majority of the disinterested
directors of the Company; (iv) any shares of Common Stock or Common Stock
Equivalents issued or issuable in connection with the Private Placement; or (v)
in connection with a Common Stock Reorganization, Stock Dividend Payment or
Capital Reorganization.




“Exercise Date” has
the meaning set forth in the first paragraph of this Warrant.




8




“Exercise Price” means
US $0.313 per share of Common Stock, as may be adjusted pursuant to Article
III.




“Exercise Price Floor”
means $0.261 per share.




“Expiration Date” has
the meaning set forth in the first paragraph of this Warrant.




“Exercise Notice” has
the meaning set forth in Section 1.1(a).




“Fair Market Value”
means, with respect to a share of Common Stock as of a particular date: (i) if
the Common Stock is traded on the American Stock Exchange or another national
exchange or is quoted on the National or Capital Market of The Nasdaq Stock
Market, Inc. (“Nasdaq”), then the closing or last sale price, respectively,
reported for the last business day immediately preceding such date; (ii) if the
Common Stock is not traded on the American Stock Exchange or another national
exchange or on the Nasdaq but is traded on FINRA Over-The-Counter Bulletin
Board, then the mean of the average of the closing bid and asked prices reported
for the last business day immediately preceding such date; or (iii) if the
Common Stock is not publicly traded, then as the Holder and the Company agree,
or in the absence of agreement, by arbitration in accordance with the rules then
in effect of the American Arbitration Association, before a single arbitrator to
be chosen from a panel of persons qualified by education and training to pass on
the matter to be decided.




“FINRA” means the
Financial Industry Regulation Authority.




“Holder” has the
meaning set forth in the first paragraph of this Warrant.




“Person” means an
individual or corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of any
kind.




“Private Placement”
means the Company’s February 2008 private equity financing contemplated by that
certain Confidential Information Memorandum of the Company dated
February __, 2008, as supplemented or amended from time to
time.




“Securities Act” has
the meaning set forth in Section 1.4.




“Stock Dividend
Payment” has the meaning set forth in Section 3.2.




“Warrant Agency” has
the meaning set forth in Section 2.1.




“Warrants” mean this
Warrant and the other Warrants issued in connection with the Private
Placement.




9




ARTICLE
V




MISCELLANEOUS




5.1           Governing
Law.  This Warrant shall be governed in all respects by the
laws of the State of Georgia, without reference to its conflicts of law
principles.




5.2           Covenants To Bind Successor
and Assigns.  All covenants, stipulations, promises and
agreements contained in this Warrant by or on behalf of the Company shall bind
its successors and assigns, whether or not so expressed.




5.3           Entire
Agreement.  This Warrant constitutes the full and entire
understanding and agreement between the parties with regard to the subject
matter hereof and no party shall be liable or bound to any other party in any
manner by any warranties, representations, or covenant except as specifically
set forth herein or therein, providing that nothing herein shall affect the
Subscription Agreement between the Company and the Holders with respect to the
Private Placement.




5.4           Waivers and
Amendments.  No failure or delay of the Holder in exercising
any power or right hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or
power.  The rights and remedies of the Holder are cumulative and not
exclusive of any rights or remedies which it would otherwise
have.  The provisions of this Warrant may be amended, modified or
waived with (and only with) the written consent of the Company and the Holder of
this Warrant.




5.5           Notices.  All
notices or other communications required or permitted hereunder shall be in
writing and shall be mailed by express, registered or certified mail, postage
prepaid, return receipt requested, sent by telecopy (with confirmation of
transmission received and followed by the posting of a “hard copy” of the notice
or communication by first-class U.S. mail), or by courier service guaranteeing
overnight delivery with charges prepaid, or otherwise delivered by hand or by
messenger, and shall be conclusively deemed to have been received by a party
hereto and to be effective on the day on which delivered or telecopied to such
party at its address set forth below (or at such other address as such party
shall specify to the other parties hereto in writing), or, if sent by registered
or certified mail, on the third business day after the day on which mailed,
addressed to such party at such address.




In the
case of the Holder, such notices and communications shall be addressed to its
address as shown on the books maintained by the Warrant Agency, unless the
Holder shall notify the Company and the Warrant Agency in writing that notices
and communications should be sent to a different address, in which case such
notices and communications shall be sent to the address specified by the
Holder.  In the case of the Company, such notices and communications
shall be addressed as follows:  Attention:  Chief Financial
Officer, Verso Technologies, Inc., 400 Galleria Parkway, Suite 200, Atlanta,
Georgia  30339.




5.6           Survival of Agreements;
Representations and Warranties, etc.  All warranties,
representations and covenants made by the Company herein shall be considered to
have been relied upon by the Holder and shall survive the issuance and delivery
of the Warrant, regardless of any investigation made by the Holder, and shall
continue in full force and effect so long as this Warrant is
outstanding.




10




5.7           Severability.  In
case any one or more of the provisions contained in this Warrant shall be held
to be invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein shall not in any
way be affected or impaired thereby. The parties shall endeavor in good faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that
of the invalid, illegal or unenforceable provisions.




5.8           Section
Headings.  The section headings used herein are for convenience
of reference only, do not constitute a part of this Warrant and shall not affect
the construction of or be taken into consideration in interpreting this
Warrant.




5.9           No Rights as Shareholder; No
Limitations on Company Action.  This Warrant shall not entitle
the Holder to any rights as a shareholder of the Company. No provision of this
Warrant and no right or option granted or conferred hereunder shall in any way
limit, affect or abridge the exercise by the Company of any of its corporate
rights or powers to recapitalize, amend its certificate of incorporation,
reorganize, consolidate or merge with or into another corporation or to transfer
all or any part of its property or assets, or the exercise of any other of its
corporate rights or powers.




IN WITNESS WHEREOF, the
Company has caused this Warrant to be executed by its duly authorized
representative.




VERSO
      TECHNOLOGIES, INC.By:Name:
            Steven
      A. OdomTitle:
            Executive
      Chairman and Chief Executive
Officer





11




Annex 1


EXERCISE
NOTICE





TO:
            Verso
      Technologies, Inc.400
      Galleria ParkwaySuite
      200Atlanta,
      Georgia 30339




Attention:                      Chief
Financial Officer




The
undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase (check applicable
box):




________
            ________
      shares of the Common Stock covered by such Warrant;
  or




________
            ________
      shares of common stock covered by such Warrant pursuant to the cashless
      exercise procedure set forth in Section 1.1(b) of such
      Warrant.




The
undersigned herewith makes payment of the full Exercise Price for such shares at
the price per share provided for in such Warrant, which is
$___________.  Such payment takes the form of (check applicable box or
boxes):




________
            $__________
      in cash or by money order, certified or bank cashier’s check, or by wire
      transfer for such amount; and/or




________
            the
      cancellation of such number of shares of Common Stock underlying this
      Warrant as is necessary, in accordance with the formula set forth in
      Section 1.1(b), to exercise this Warrant with respect to _________ number
      of shares of Common Stock purchasable pursuant to the cashless exercise
      procedure set forth in Section
1.1(b).




The
undersigned requests that the certificates for such shares be issued in the name
of, and delivered to ______________________________________________ whose
address is
__________________________________________________________________________.  The
undersigned also requests that the certificates for the shares be issued in the
following
denominations:  ____________________________________________________________.




The
undersigned represents and warrants that (i) all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933, as amended (the “Securities Act”), pursuant to an exemption from
registration under the Securities Act; and (ii) the undersigned is an accredited
investor within the meaning of Regulation D under the Securities
Act.







Dated:(Signature
      must conform to name of holder as specified on the face of the
      Warrant)Address:








Annex 2




Assignment




For value
received, the undersigned hereby sells, assigns and transfers unto:




Name:________________________________________________


(Please
type or print in block letters)







Address:_____________________________________________




the right
to purchase Common Stock (as defined in the attached Warrant) represented by the
attached Warrant to the extent of _______________ shares as to which such right
is exercisable and does hereby irrevocably constitute and appoint
________________________________________, attorney-in-fact, to transfer said
Warrant on the books of Verso Technologies, Inc., with full power of
substitution in the premises.









Dated:________________







Signature:__________________________________________________________________


Note:
            The
      above signature should correspond exactly with the name on the face of the
      attached Warrant.





Printed
      Name:Title: