<PAGE>
                                                                    EXHIBIT 4.42


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. _________                                                  November 16, 2001


         THIS CERTIFIES THAT, for value received, ___________________ or
(subject to the restrictions on transfer contained herein) 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 the date hereof and prior to 5:00 p.m.,
Atlanta, Georgia time, on November 16, 2004 (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,
$1.00 par value (the "Common Stock"), of the Company specified above, all
subject to adjustment and upon 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 VI hereof.

                                    ARTICLE I

                              EXERCISE OF WARRANTS

         1.1.     Method of Exercise. To exercise this Warrant in whole or in
part, the Holder shall deliver to the Company at the Warrant Agency: (a) this
Warrant; (b) 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 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; and (c) 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 or wire transfer.
<PAGE>

         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 such subscription notice, 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 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.

         If this Warrant shall be surrendered for exercise within any period
during which the transfer books for shares of the Common Stock of the Company or
other securities purchasable upon the exercise of this Warrant are closed for
any purpose, the Company shall not be required to make delivery of certificates
for the securities 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. If any fraction of a share would, but for this Section, be issuable
upon any exercise of this Warrant, in lieu of such fractional share the Company
shall pay to the Holder, in cash, an amount equal to the same fraction of the
Average Closing Price per share of outstanding shares of Common Stock on the
Business Day immediately prior to the date of such exercise.

         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 (the "Securities Act") and the rules and
regulations of the Securities and Exchange Commission (the "Commission")
promulgated thereunder. 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:


                                       2
<PAGE>

         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.

                                   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 any attempted
transfer which is not in accordance with this Section 2.3 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 the NASD, 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) 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


                                       3
<PAGE>

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.

         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 Section 2.3 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 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.

         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


                                       4
<PAGE>

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.     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.


                                       5
<PAGE>

         3.5.     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.

         3.6.     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

                                   CALL OPTION

         4.1.     Company Right to Purchase. The Holder hereby grants to the
Company the right to purchase this Warrant (in whole only and not in part) for
cash (the "Call Option") at a purchase price equal to the product of $0.01
multiplied by the number of shares of Common Stock for which this Warrant is
then exercisable (the "Call Price"); provided, however, that the Call Option
shall only be exercisable (i) if the closing bid price of the Common Stock for
ten (10) consecutive trading days exceeds two (2) times the then-effective
Exercise Price, and (ii) if a registration statement under the Securities Act is
effective on the Call Date that registers for resale all the Common Stock
issuable upon the exercise of this Warrant (the "Registrable Stock"). The
Company agrees (i) to 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 keep such registration statement effective for
a period of not less than one hundred twenty (120) days from the Call Date (or
such lesser time as necessary to permit each seller of Registrable Stock to
complete the distribution described in such registration statement), and (ii) to
comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement during such period in
accordance with the intended methods of distribution by the sellers thereof set
forth in such registration statement. In connection therewith, the Company will
as expeditiously as possible;


                                       6
<PAGE>

                  (i)      furnish to each seller of Registrable Stock such
number of copies of such registration statement, each amendment and supplement
thereto, the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such seller may reasonably
request in order to facilitate the disposition of the Registrable Stock owned by
such seller;

                  (ii)     use its reasonable best efforts to register or
qualify such Registrable Stock under the securities or blue sky laws of such
jurisdictions as any seller reasonably requests and do any and all other acts
and things which may be reasonably necessary or advisable to enable such seller
to consummate the disposition in such jurisdictions of the Registrable Stock
owned by such seller, provided that the Company will not be required (A) to
qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subparagraph, (B) to subject
itself to taxation in any such jurisdiction or (C) to consent to general service
of process in any such jurisdiction;

                  (iii)    notify each seller of such Registrable Stock, at any
time when a prospectus relating thereto is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement contains an untrue statement
of a material fact or omits any fact necessary to make the statements therein
not misleading, and, at the request of any such seller, the Company will prepare
a supplement or amendment to such prospectus so that, as thereafter delivered to
the purchasers of such Registrable Stock, such prospectus will not contain an
untrue statement of a material fact or omit to state any fact necessary to make
the statements therein not misleading;

                  (iv)     cause all such Registrable Stock to be listed on each
securities exchange on which similar securities issued by the Company are then
listed and to be qualified for trading on each system on which similar
securities issued by the Company are from time to time qualified;

                  (v)      provide a transfer agent and registrar for all such
Registrable Stock not later than the effective date of such registration
statement and thereafter maintain such a transfer agent and registrar; and

                  (vi)     use its reasonable best efforts promptly to obtain
the withdrawal of any stop order that is issued suspending the effectiveness of
such registration statement, or of any order suspending or preventing the use of
any related prospectus or suspending the qualification of any Registrable Stock
included in such registration statement for sale in any jurisdiction.

         4.2      Notice to Holder. If the Company elects to exercise its Call
Option pursuant to this Article IV, then at least fifteen (15) Business Days but
not more than sixty (60) Business Days before the Call Date, the Company shall
mail or cause to be mailed a redemption notice (the "Notice") by first-class
mail to Holder at Holder's address as it appears on the books maintained by the
Warrant Agency. The Notice shall state: (i) the Call Date; (ii) the Call Price;
(iii) the then current Exercise Price; (iv) that this Warrant must be presented
and surrendered to the Warrant Agency to collect the Call Price; (v) that this
Warrant may be exercised at any time before the close of business on the fifth
(5th) Business Day immediately preceding the Call Date (the "Exercise
Termination Date"); (vi) that, if the Holder wishes to exercise this Warrant,
the


                                       7
<PAGE>

Holder must satisfy the requirements of Article I hereof prior to the Exercise
Termination Date; and (vii) that, unless the Company defaults in making the
payment of the Call Price, the only remaining right of Holder after the Exercise
Termination Date shall be to receive payment of the Call Price upon presentation
and surrender of this Warrant to the Warrant Agency.

         4.3      Payment upon Surrender of Warrant. If the Company elects to
exercise its Call Option pursuant to this Article IV, and the Holder does not
exercise this Warrant prior to the Exercise Termination Date, the Company shall
pay the Call Price to the Holder in accordance with the Notice upon presentation
and surrender by the Holder of this Warrant to the Warrant Agency.

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

         5.1      Representations and Warranties of Holder. The Holder
represents and warrants to the Company as follows:

                  (a)      Purchase for Own Account. This Warrant and the shares
of Common Stock to be acquired upon exercise of this Warrant by the Holder will
be acquired for investment for the Holder's account, not as a nominee or agent,
and not with a view to the public resale or distribution within the meaning of
the Securities Act, and the Holder has no present intention of selling, granting
any participation in, or otherwise distributing the same. If not an individual,
the Holder also represents that the Holder has not been formed for the specific
purpose of acquiring this Warrant or the shares of Common Stock to be acquired
upon exercise of this Warrant.

                  (b)      Disclosure of Information. The Holder has received or
has had full access to all the information it considers necessary or appropriate
to make an informed investment decision with respect to the acquisition of this
Warrant and the underlying shares of Common Stock. The Holder further has had an
opportunity to ask questions and receive answers from the Company regarding the
terms and conditions to the offering of this Warrant and its underlying shares
of Common Stock and to obtain additional information (to the extent the Company
possessed such information or could acquire it without unreasonable effort or
expense) necessary to verify any information furnished to the Holder or to which
the Holder has access.

                  (c)      Investment Experience. The Holder understands that
the purchase of this Warrant and its underlying shares of Common Stock involves
substantial risk. The Holder: (i) has experience as an investor in securities
and acknowledges that the Holder is able to fend for itself, can bear the
economic risk of such Holder's investment in this Warrant and its underlying
shares of Common Stock and has such knowledge and experience in financial or
business matters that the Holder is capable of evaluating the merits and risks
of its investment in this Warrant and its underlying shares of Common Stock
and/or (ii) has a preexisting personal or business relationship with the Company
and certain of its officers, directors or controlling persons of a nature and
duration that enables the Holder to be aware of the character, business acumen
and financial circumstances of such persons.


                                       8
<PAGE>

                  (d)      Accredited Investor Status. The Holder is an
"accredited investor" within the meaning of Regulation D promulgated under the
Securities Act.

                                   ARTICLE VI

                                   DEFINITIONS

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

         "Average Closing Price" means, as of any date, (i) if shares of Common
Stock are listed on a national securities exchange, the average of the closing
sale prices per share therefor on the largest securities exchange on which such
shares are traded on the last ten (10) trading days before such date; (ii) if
such shares are listed on The Nasdaq National Market but not on any national
securities exchange, the average of the average of the closing bid and asked
prices per share therefor on The Nasdaq National Market on the last ten (10)
trading days before such date; (iii) if such shares are not listed on either a
national securities exchange or The Nasdaq National Market, the average of the
average of the closing bid and asked prices per share therefor in the over the
counter market on the last twenty (20) trading days before such date; or (iv) if
no such sales prices are available, the Fair Market Value of the Company per
share of outstanding Common Stock as of such date.

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

         "Call Date" means the Business Day fixed by the Company upon which this
Warrant shall be called in accordance with Article IV.

         "Call Option" has the meaning set forth in Section 4.1.

         "Call Price" has the meaning set forth in Section 4.1.

         "Capital Reorganization" has the meaning set forth in Section 3.3.

         "Commission" has the meaning set forth in Section 1.4.

         "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.

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

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

         "Exercise Price" means US $1.00 per share of Common Stock, subject to
adjustment pursuant to Article III.

         "Exercise Termination Date" has the meaning set forth in Section 4.2.


                                       9
<PAGE>

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

         "Fair Market Value" means the fair market value of the business,
property or assets in question as determined in good faith by the Board of
Directors of the Company and unless waived by a majority in interest of the
Holders of the Warrants issued as of this date confirmed by an independent
nationally recognized financial advisor with expertise in valuing companies of
this type, or determined as otherwise specifically provided herein.

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

         "NASD" means The National Association of Securities Dealers, Inc.

         "Notice" has the meaning set forth in Section 4.2.

         "Securities Act" means the Securities Act of 1933, as amended, and any
successor Federal statute, and the rules and regulations of the Securities and
Exchange Commission (or its successor) thereunder, all as the same shall be in
effect from time to time.

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

         "Warrant Agency" has the meaning set forth in Section 2.1.

         "Warrants" means this Warrant and all other Warrants of like tenor
issued by the Company on November 16, 2001.

                                   ARTICLE VII

                                  MISCELLANEOUS

         7.1.     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.

         7.2.     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.

         7.3.     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.

         7.4.     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 Holders of a majority in


                                       10
<PAGE>

interest of the Warrants then outstanding; provided, however, that no such
amendment, modification or waiver shall, without the written consent of the
Holders of any Warrant, (a) change the number of shares of Common Stock subject
to purchase upon exercise of such Warrant, the Exercise Price or provisions for
payment thereof or (b) amend, modify or waive the provisions of Section 7.4 or
Article III of such Warrant.

         Any such amendment, modification or waiver effected pursuant to this
Section shall be binding upon the Holders of all Warrants and upon the Company,
except as provided in the proviso to the last sentence of the preceding
paragraph. In the event of any such amendment, modification or waiver the
Company shall give prompt notice thereof to all holders of Warrants and, if
appropriate, notation thereof shall be made on all Warrants thereafter
surrendered for registration of transfer or exchange.

         7.5.     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, 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 set forth under its signature below, which shall be the
address shown on the books maintained by the Warrant Agency, until 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 300, Atlanta, Georgia 30339.

         7.6.     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.

         7.7.     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.


                                       11
<PAGE>

         7.8.     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.

         7.9.     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. Odom
                                      Title: Chief Executive Officer


                                HOLDER



                                -----------------------------------------------


                                ADDRESS:
                                               --------------------------------

                                               --------------------------------

                                               --------------------------------

                                               --------------------------------

                                FACSIMILE NO.:
                                              ---------------------------------


                                       12
<PAGE>

                                                                         Annex 1


                               SUBSCRIPTION NOTICE


                                                      Dated:
                                                            -------------------

         The undersigned hereby irrevocably elects to exercise the right of
purchase evidenced by the attached Warrant for, and to purchase thereunder,
__________ shares of Common Stock of Verso Technologies, Inc. as provided for
therein. The undersigned tenders herewith payment of the Exercise Price (as
defined in the attached Warrant) for such shares in the form of cash, money
order, certified or bank cashier's check or wire transfer.

                  Instructions for Registration of Common Stock

         Please issue a certificate or certificates for such shares of Common
Stock in the following name or names and denominations:




Name:
     -----------------------------------------------------
         (Please typewrite or print in block letters.)


Address:
         -------------------------------------------------


Denomination:
             ---------------------------------------------


                         Representations and Warranties

         In connection with the exercise of the attached Warrant, the
undersigned hereby represents and warrants that:

         (i)      it recognizes that the shares of Common Stock issuable
pursuant to the attached Warrant have not been registered under the Securities
Act of 1933, as amended (the "Securities Act"), or any applicable state
securities laws, and may not transferred, sold, or offered for sale unless
registered pursuant to the Securities Act and all applicable state securities
laws or unless an exemption from such registration in available and the Company
has received an opinion to that effect from counsel reasonably satisfactory to
the Company;

         (ii)     it recognizes that the shares of Common Stock issuable
pursuant to the attached Warrant are subject to, and are transferable only upon
compliance with, the provisions of the Warrant;


                                       13
<PAGE>

         (iii)    if the undersigned is an individual, the undersigned is an
"accredited investor" as that term is defined in Rule 501(a)(5) or (6) of
Regulation D promulgated under the Securities Act by reason that the undersigned
is an individual (i) having an individual net worth, or a joint net worth with
the undersigned's spouse, at the time of the purchase that exceeds $1,000,000,
or (ii) who had an individual income in excess of $200,000 in each of the two
most recent years or joint income with the undersigned's spouse in excess of
$300,000 in each of those years and has a reasonable expectation of reaching the
same income level in the current year; or if the undersigned is a corporation or
other entity, the undersigned is an "accredited investor" as that term is
defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the
Securities Act; and

         (iv)     it is purchasing the shares of Common Stock for investment and
not with a view to resale or distribution or any present intention to resell or
distribute, except in compliance with the Securities Act and all applicable
state securities laws.

                             Issuance of New Warrant

         If said number of shares shall not be all the shares issuable upon
exercise of the attached Warrant, a new Warrant is to be issued in the name of
the undersigned for the balance remaining of such shares less any fraction of a
share paid in cash.



Signature:
           ---------------------------------------------------------------------
           Note:  The above signature should correspond exactly with the name on
                  the face of the attached Warrant or with the name of the
                  assignee appearing in the assignment form below.


                               Page 2 of Annex 1
<PAGE>

                                                                         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.