EXHIBIT 4.75




REGISTRATION RIGHTS
AGREEMENT




(February
2008 Private Placement)




This
REGISTRATION RIGHTS AGREEMENT(the “Agreement”) is made
and entered into as of the ____ day of February, 2008, by and among VERSO TECHNOLOGIES, INC., a
Minnesota corporation (the “Company”), and each
of the shareholders signing a counterpart signature page hereto (each a “Shareholder” and,
collectively, the “Shareholders”), with
the Agreement being effective as to each Shareholder as of the date of its
signature.




IN CONSIDERATION of the mutual
promises and covenants set forth herein, and intending to be legally bound, the
parties hereto hereby agree as follows:




1.
            RESTRICTIONS
      ON TRANSFERABILITY OF SECURITIES; REGISTRATION
  RIGHTS.




1.1           Certain
Definitions.  As used in this Agreement, the following terms
shall have the meanings set forth below:




(a)          “Common Stock” shall
mean the Company’s common stock, $.01 par value per share.




(b)          “Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended.




(c)          “Holder” shall mean
any Shareholder who holds Registrable Securities and any holder of Registrable
Securities to whom the rights conferred by this Agreement have been transferred
in compliance with Section 1.2 hereof.




(d)          “Other Shareholders”
shall mean persons who, by virtue of agreements with the Company other than this
Agreement, are entitled to include their securities in certain registrations
hereunder.




(e)          “Registrable
Securities” shall mean the shares of Common Stock held by the
Shareholders listed on the signature pages hereto in the amount set forth
thereon, the Warrants held by the Shareholders listed on the signature pages
hereto and any shares of Common Stock that such Shareholder has the right to
acquire, or does acquire, upon the exercise of the Warrants or, in either case,
their permitted transferees, provided that a Registrable Security ceases to be a
Registrable Security when (i) it is registered under the Securities Act;
(ii) it is sold or transferred in accordance with the requirements of
Rule 144 (or similar provisions then in effect) promulgated by the SEC
under the Securities Act (“Rule 144”); (iii) it is eligible to be sold
or transferred under Rule 144 without holding period or volume limitations;
or (iv) it is sold in a private transaction in which the transferor’s
rights under this Agreement are not assigned.




(f)           The
terms “register,” “registered” and
“registration”
shall refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act of 1933, as amended (the
“Securities Act”), and applicable rules and regulations thereunder and the
declaration or ordering of the effectiveness of such registration
statement.









(g)          “Registration
Expenses” shall mean all expenses incurred in effecting any registration
pursuant to this Agreement, including, without limitation, all registration,
qualification, and filing fees, printing expenses, escrow fees, fees and
disbursements of counsel for the Company and one counsel selected to represent
the Holders, which counsel shall be reasonably satisfactory to the Company, blue
sky fees and expenses, and expenses of any regular or special audits incident to
or required by any such registration, but shall not include (i) Selling
Expenses; (ii) the compensation of regular employees of the Company, which
shall be paid in any event by the Company; and (iii) blue sky fees and
expenses incurred in connection with the registration or qualification of any
Registrable Securities in any state, province or other jurisdiction in a
registration pursuant to Section 1.3 hereof to the extent that the Company
shall otherwise be making no offers or sales in such state, province or other
jurisdiction in connection with such registration.




(h)          “Restricted
Securities” shall mean any Registrable Securities required to bear the
legend set forth in Section 1.2(c) hereof.




(i)           “Rule 145” shall
mean Rule 145 as promulgated by the SEC under the Securities Act, as such
Rule may be amended from time to time, or any similar successor rule that
may be promulgated by the SEC.




(j)           “SEC” shall mean the
Securities and Exchange Commission.




(k)         “Selling Expenses”
shall mean all underwriting discounts, selling commissions and stock transfer
taxes applicable to the sale of Registrable Securities.




(l)           “Warrantholder” shall
mean any holder of a Warrant.




(m)         “Warrant Shares” shall
mean the shares of Common Stock issuable by the Company upon exercise of the
Warrants.




(n)          “Warrants” shall mean
the warrants to purchase shares of Common Stock issued in connection with the
Company’s February 2008 private equity financing.




1.2           Restrictions
on Transfer.




(a)           Each
Holder agrees not to make any disposition of all or any portion of the
Registrable Securities unless and until (i) there is then in effect a
registration statement under the Securities Act covering such proposed
disposition and such disposition is made in accordance with such registration
statement; or (ii) (A) such Holder shall have notified the Company of the
proposed disposition and shall have furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition and (B) if
reasonably requested by the Company, such Holder shall have furnished the
Company with an opinion of counsel, reasonably satisfactory to the Company, that
such disposition will not require registration of such shares under the
Securities Act, it being understood that the Company will not require opinions
of counsel for transactions made pursuant to Rule 144 except in unusual
circumstances.




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(b)           Notwithstanding
the provisions of subparagraphs (i) and (ii) of paragraph (a) above,
no such registration statement or opinion of counsel shall be necessary for a
transfer by a Holder which is (i) a partnership to its partners in
accordance with their partnership interests; (ii) a limited liability
company to its members in accordance with their member interests; or
(iii) to the Holder’s family member or a trust for the benefit of an
individual Holder or one or more of his family members, provided that the
transferee will be subject to the terms of this Section 1.2 to the same
extent as if it were an original Holder hereunder.




(c)           Each
certificate representing Registrable Securities shall (unless otherwise
permitted by the provisions of this Agreement) be stamped or otherwise imprinted
with a legend substantially similar to the following (in addition to any legend
required under applicable state securities laws):




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.




(d)           The
Company shall be obligated to promptly reissue unlegended certificates at the
request of any Holder thereof if the Holder shall have obtained an opinion of
counsel (which counsel may be counsel to the Company) reasonably acceptable to
the Company to the effect that the securities proposed to be disposed of may
lawfully be so disposed of in compliance with the Securities Act without
registration, qualification or legend.




(e)           Any
legend endorsed on an instrument pursuant to applicable state securities laws
and the stop-transfer instructions with respect to such securities shall be
removed upon receipt by the Company of an order of the appropriate blue sky
authority authorizing such removal or if the Holder shall request such removal
and shall have obtained and delivered to the Company an opinion of counsel
reasonably acceptable to the Company to the effect that such legend and/or
stop-transfer instructions are no longer required pursuant to applicable state
securities laws.




1.3           Company
Registration.




(a)           Right to
Piggyback.  If at any time prior to the five (5) year
anniversary of the date hereof the Company shall determine to register any
shares of Common Stock for its own account, other than a registration relating
solely to employee benefit plans, or a registration relating solely to a
Rule 145 transaction, or a registration on any registration form that does
not permit secondary sales, then the Company will:




(i)          promptly
give to each Holder written notice thereof, which notice briefly describes the
Holders’ rights under this Section 1.3 (including notice
deadlines);




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(ii)         use
its best efforts to include in such registration (and any related filing or
qualification under applicable blue sky laws), except as set forth in
Section 1.3(b) below, and in any underwriting involved therein, all the
Registrable Securities specified in a written request or requests, made by any
Holder and received by the Company within ten (10) days after the written notice
from the Company described in clause (i) above is mailed or delivered by
the Company, provided that such
Holders shall have requested for inclusion in such registration at least ten
percent (10%) of the aggregate number of the Registrable Securities which have
been issued to the Holders prior to the date of such written
request.  Such written request may specify all or a part of a Holder’s
Registrable Securities; and




(iii)       keep
such registration effective for a period of one hundred twenty(120)days or until the Holder
or Holders have completed the distribution described in the registration
statement relating thereto, whichever first occurs.




(b)           Underwriting.  If
the registration of which the Company gives notice is for a registered public
offering involving an underwriting, the Company shall so advise the Holders as a
part of the written notice given pursuant to
Section 1.3(a)(i).  In such event, the right of any Holder to
registration pursuant to this Section 1.3 shall be conditioned upon such
Holder’s participation in such underwriting and the inclusion of such Holder’s
Registrable Securities in the underwriting to the extent provided
herein.  All Holders proposing to distribute their securities through
such underwriting shall (together with the Company and the other holders of
securities of the Company with registration rights to participate therein
distributing their securities through such underwriting) enter into an
underwriting agreement in customary form with the representative of the
underwriter or underwriters selected by the Company.  Notwithstanding
any other provision of this Section 1.3, if the representative of the
underwriters advises the Company in writing that marketing factors require a
limitation on the number of shares to be underwritten, then the representative
may (subject to the limitations set forth below) exclude all Registrable
Securities from, or limit the number of Registrable Securities to be included
in, the registration and underwriting.  The Company shall so advise
all Holders of securities requesting registration, and the number of shares of
securities that are entitled to be included in the registration and underwriting
shall be allocated first to the Company for securities being sold for its own
account and thereafter as set forth in Section 1.10 hereof.  If
any person does not agree to the terms of any such underwriting, then such
person shall be excluded therefrom by written notice from the Company or the
underwriter.  Any Registrable Securities or other securities excluded
or withdrawn from such underwriting shall be withdrawn from such
registration.  If shares are so withdrawn from the registration and if
the number of shares of Registrable Securities to be included in such
registration was previously reduced as a result of marketing factors, then the
Company shall then offer to all persons who have retained the right to include
securities in the registration the right to include additional securities in the
registration in an aggregate amount equal to the number of shares so withdrawn,
with such shares to be allocated among the persons requesting additional
inclusion in accordance with Section 1.10 hereof.




1.4           Expenses
of Registration.All Registration
Expenses incurred in connection with any registration, qualification or
compliance pursuant to Section 1.3 hereof shall be borne by the
Company.  All Selling Expenses relating to securities so registered
shall be borne by the Holders of such securities pro rata on the basis of the
number of shares of securities so registered on their behalf.




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1.5           Registration
Procedures.In the case of
each registration effected by the Company pursuant to Section 1.3 hereof,
the Company will keep each Holder advised in writing as to the initiation of
each registration and as to the completion thereof.  At its expense,
the Company will use its best efforts to:




(a)           prepare
and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection with such registration statement
as may be necessary to comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such registration
statement;




(b)           furnish
such number of prospectuses and other documents incident thereto, including any
amendment of or supplement to the prospectus, as a Holder from time to time may
reasonably request;




(c)           notify
each Holder of Registrable Securities covered by such registration statement 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, 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 or incomplete in the light of the circumstances then existing, and at
the request of any such Holder, prepare and furnish to such Holder a reasonable
number of copies of a supplement to or an amendment of such prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such Registrable
Securities, such prospectus shall not include an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading or incomplete in the light of the
circumstances then existing; provided, however, the Company
shall not be obligated to prepare and furnish any such prospectus supplements or
amendments relating to any material nonpublic information at any such time as
the Board of Directors of the Company has determined that, for good business
reasons, the disclosure of such material nonpublic information at that time is
contrary to the best interests of the Company in the circumstances and is not
otherwise required under applicable law (including applicable securities
laws);




(d)           cause
all such Registrable Securities registered pursuant hereunder to be listed on
each securities exchange and/or included in any national quotation system on
which similar securities issued by the Company are then listed or
included;




(e)           provide
a transfer agent and registrar for all Registrable Securities registered
pursuant to such registration statement and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such
registration; and




(f)           otherwise
use its best efforts to comply with all applicable rules and regulations of the
SEC, and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering the period of at least twelve (12)
months, but not more than eighteen months, beginning with the first month after
the effective date of the registration statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act.




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1.6           Indemnification.




(a)           The
Company will indemnify each Holder, each of such Holder’s officers, directors,
partners, legal counsel and accountants and each person controlling such Holder
within the meaning of Section 15 of the Securities Act, as applicable, with
respect to which registration, qualification, or compliance has been effected
pursuant to this Section 1, and each underwriter, if any, and each person
who controls within the meaning of Section 15 of the Securities Act any
underwriter, against all expenses, claims, losses, damages, and liabilities (or
actions, proceedings, or settlements in respect thereof) arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any prospectus, offering circular, or other document (including any
related registration statement, notification, or the like) incident to any such
registration, qualification, or compliance, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or any violation by the
Company of the Securities Act or any rule or regulation thereunder applicable to
the Company or relating to action or inaction required of the Company in
connection with any such registration, qualification, or compliance, and will
reimburse each such Holder, each of its officers, directors, partners, legal
counsel and accountants and each person controlling such Holder, each such
underwriter, and each person who controls any such underwriter, for any legal
and any other expenses reasonably incurred in connection with investigating and
defending or settling any such claim, loss, damage, liability, or action,
provided that the Company will not be liable in any such case to the extent that
any such claim, loss, damage, liability, or expense arises out of or is based on
any untrue statement or omission based upon written information furnished to the
Company by such Holder or underwriter and stated to be specifically for use
therein.  It is agreed that the indemnity agreement contained in this
Section 1.6(a) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability, or action if such settlement is effected without
the consent of the Company (which consent shall not be unreasonably
withheld).




(b)           Each
Holder will, if Registrable Securities held by him are included in the
securities as to which such registration, qualification, or compliance is being
effected, indemnify the Company, each of its directors, officers, partners,
legal counsel and accountants and each underwriter, if any, of the Company’s
securities covered by such a registration statement, each person who controls
the Company or such underwriter within the meaning of Section 15 of the
Securities Act, each other such Holder and Other Shareholder, and each of their
officers, directors, and partners, and each person controlling such Holder or
Other Shareholder, against all claims, losses, damages and liabilities (or
actions in respect thereof) arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any such registration
statement, prospectus, offering circular, or other document, or any 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 such Holders, Other Shareholders, directors, officers, partners,
legal counsel, and accountants, persons, underwriters, or control persons for
any legal or any other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability, or action,
in each case to the extent, but only to the extent, that such untrue statement
(or alleged untrue statement) or omission (or alleged omission) is made in such
registration statement, prospectus, offering circular or other document in
reliance upon and in conformity with written information furnished to the
Company by such Holder and stated to be specifically for use therein; provided, however,
(i) that the obligations of such Holder hereunder shall not apply to
amounts paid in settlement of any such claims, losses, damages, or liabilities
(or actions in respect thereof) if such settlement is effected without the
consent of such Holder (which consent shall not be unreasonably withheld) and
(ii) that in no event shall any indemnity under this Section 1.6(b)
exceed the gross proceeds from the offering received by such
Holder.




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(c)           Each
party entitled to indemnification under this Section 1.6 (the “Indemnified Party”)
shall give notice to the party required to provide indemnification (the “Indemnifying Party”)
promptly after such Indemnified Party has actual knowledge of any claim as to
which indemnity may be sought, and shall permit the Indemnifying Party to assume
the defense of such claim or any litigation resulting therefrom, provided that
counsel for the Indemnifying Party, who shall conduct the defense of such claim
or any litigation resulting therefrom, shall be approved by the Indemnified
Party (whose approval shall not unreasonably be withheld), and the Indemnified
Party may participate in such defense at such party’s expense, and provided
further that the failure of any Indemnified Party to give notice as provided
herein shall not relieve the Indemnifying Party of its obligations under this
Section 1.6, to the extent such failure is not prejudicial.  No
Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement that does not include as an unconditional
term thereof the giving by the claimant or plaintiff of a release to such
Indemnified Party from all liability in respect to such claim or
litigation.  Each Indemnified Party shall furnish such information
regarding itself or the claim in question as an Indemnifying Party may
reasonably request in writing and as shall be reasonably required in connection
with defense of such claim and litigation resulting therefrom.




(d)           If
the indemnification provided for in this Section 1.6 is held by a court of
competent jurisdiction to be unavailable to an Indemnified Party with respect to
any loss, liability, claim, damage, or expense referred to therein, then the
Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder,
shall contribute to the amount paid or payable by such Indemnified Party as a
result of such loss, liability, claim, damage, or expense in such proportion as
is appropriate to reflect the relative fault of the Indemnifying Party on the
one hand and of the Indemnified Party on the other in connection with the
conduct, statements or omissions that resulted in such loss, liability, claim,
damage, or expense as well as any other relevant equitable
considerations.  The relative fault of the Indemnifying Party and of
the Indemnified Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
Indemnifying Party or by the Indemnified Party and the parties’ relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission.




(e)           Notwithstanding
the foregoing, to the extent that the provisions on indemnification and
contribution contained in the underwriting agreement entered into by the
Indemnifying Party and the Indemnified Party in connection with the underwritten
public offering are in conflict with the foregoing provisions, the provisions in
the underwriting agreement shall control.




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1.7           Information
by Holder.Each Holder of
Registrable Securities shall furnish to the Company such information regarding
such Holder and the distribution proposed by such Holder as the Company may
reasonably request in writing and as shall be reasonably required in connection
with any registration, qualification, or compliance referred to in this
Section 1.




1.8           Rule 144
Reporting.With a view to
making available the benefits of certain rules and regulations of the SEC that
may permit the sale of the Restricted Securities to the public without
registration, the Company agrees to use its best efforts to:




(a)           make
and keep adequate public information regarding the Company available as those
terms are understood and defined in Rule 144;




(b)           file
with the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act; and




(c)           so
long as a Holder owns any Restricted Securities, furnish to the Holder forthwith
upon written request a written statement by the Company as to its compliance
with the reporting requirements of Rule 144 and of the Securities Act and
the Exchange Act, a copy of the most recent annual or quarterly report of the
Company, and such other reports and documents so filed as a Holder may
reasonably request in availing itself of any rule or regulation of the SEC
allowing a Holder to sell any such securities without registration.




1.9           Notice to Discontinue;
Notice by Holders.




(a)           Notice to
Discontinue.  Each Holder agrees by acquisition of such
securities that, upon receipt of any notice from the Company of any event of the
kind described in Section 1.5(c), the Holder will discontinue disposition
of Registrable Securities until the Holder receives copies of the supplemented
or amended prospectus contemplated by Section 1.5(c).  In
addition, if the Company requests, the Holder will deliver to the Company (at
the Company’s expense) all copies, other than permanent file copies then in the
Holder’s possession, of the prospectus covering the Registrable Securities
current at the time of receipt of such notice.  If the Company gives
any such notice, then the time period mentioned in
Section 1.3(a)(iii) shall be extended by the number of days elapsing
between the date of notice and the date that each Holder who has included
Registrable Securities in such registration receives the copies of the
supplemented or amended prospectus contemplated in
Section 1.5(c).




(b)           Notice by
Holders.  Whenever the Holders have requested that any
Registrable Securities be registered pursuant to this Agreement, those Holders
shall notify the Company, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of the happening of any
event, which as to any Holder is (i) to its respective knowledge;
(ii) solely within its respective knowledge; and (iii) solely as to
matters concerning that Holder, as a result of which the prospectus included in
the registration statement, then in effect, contains an untrue statement of a
material fact or omits to state any material fact necessary to make the
statements therein, in light of the circumstances then existing, not
misleading.




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1.10         Allocation
of Registration Opportunities.  In any circumstance in which
all of the Registrable Securities and other shares of the Company with
registration rights (the “Other Shares”)
requested to be included in a registration contemplated by Section 1.3(a)
cannot be so included as a result of limitations of the aggregate number of
shares of Registrable Securities and Other Shares that may be so included, the
number of shares of Registrable Securities and Other Shares that may be so
included shall be allocated, subject to the registration rights applicable to
the Other Shares which shall control in event of a conflict with provisions
hereof, among the Holders and Other Shareholders requesting inclusion of shares
pro rata on the basis of the number of shares of Registrable Securities and
Other Shares held by such Holders and Other Shareholders; provided, however, that such
allocation shall not operate to reduce the aggregate number of Registrable
Securities and Other Shares to be included in such registration, if any Holder
or Other Shareholder does not request inclusion of the maximum number of shares
of Registrable Securities and Other Shares allocated to such Holder or Other
Shareholder pursuant to the above-described procedure, then the remaining
portion of such allocation shall be reallocated among those requesting Holders
and Other Shareholders whose allocations did not satisfy their requests pro rata
on the basis of the number of shares of Registrable Securities and Other Shares
which would be held by such Holders and Other Shareholders, assuming conversion,
and this procedure shall be repeated until all of the shares of Registrable
Securities and Other Shares which may be included in the registration on behalf
of the Holders and Other Shareholders have been so allocated.




2.
            REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY AND THE
  SHAREHOLDERS




2.1           Representations
and Warranties of the Company.The Company
represents and warrants to the Shareholders as follows:




(a)           The
execution, delivery and performance of this Agreement by the Company have been
duly authorized by all requisite corporate action and will not violate any
provision of law, any order of any court or other agency of government, the
Articles of Incorporation or Bylaws of the Company, each as amended, or any
provision of any material indenture, agreement or other instrument to which it
or any of its properties or assets is bound, or conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a default
under any such material indenture, agreement or other instrument, or result in
the creation or imposition of any lien, charge or encumbrance of any nature
whatsoever upon any of the properties or assets of the Company.




(b)           This
Agreement has been duly executed and delivered by the Company and constitutes
the legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms, subject to applicable bankruptcy,
insolvency and other similar laws affecting the enforceability of creditors’
rights generally, general equitable principles, the discretion of courts in
granting equitable remedies and public policy considerations.




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2.2           Representations
and Warranties of the Shareholders.Each Shareholder
(severally as to itself and not jointly) represents and warrants to the Company
as follows:




(a)           The
execution, delivery and performance of this Agreement by the Shareholder will
not violate any provision of law, any order of any court or any agency or
government, or any provision of any material indenture or agreement or other
instrument to which it or any of its properties or assets is bound, or conflict
with, result in a breach of or constitute (with due notice or lapse of time or
both) a default under any such material indenture, agreement or other
instrument, or result in the creation or imposition of any lien, charge, or
encumbrance of any nature whatsoever upon any of the properties or assets of the
Shareholder.




(b)           This
Agreement has been duly executed and delivered by the Shareholder and
constitutes the legal, valid and binding obligation of the Shareholder,
enforceable against the Shareholder in accordance with its terms, subject to
applicable bankruptcy, insolvency and other similar laws affecting the
enforceability of creditors’ rights generally, general equitable principles, the
discretion of courts in granting equitable remedies and public policy
considerations.




3.
            MISCELLANEOUS




3.1           Delay of
Registration.  No Holder shall have any right to take any
action to restrain, enjoin, or otherwise delay any registration as the result of
any controversy that might arise with respect to the interpretation or
implementation of Section 1 hereof.




3.2           Successors
and Assigns.Except as
otherwise expressly provided herein, the provisions hereof shall inure to the
benefit of, and be binding upon, the successors, assigns, heirs, executors and
administrators of the parties hereto.




3.3           Entire
Agreement; Amendment; Waiver.This Agreement
constitutes the full and entire understanding and agreement between the parties
with regard to the subject hereof, provided that nothing herein affects the
Subscription Agreement by and between the Company and a Shareholder pursuant to
which such Shareholder subscribed for and purchased the Common Stock and
Warrants which are the subject hereof.  Neither this Agreement nor any
term hereof may be amended, waived, discharged or terminated, except by a
written instrument signed by the Company and the Holders of at least fifty-one
percent (51%) of the Registrable Securities and any such amendment, waiver,
discharge or termination shall be binding on all the Holders, but in no event
shall the obligation of any Holder hereunder be materially increased, except
upon the written consent of such Holder.




3.4           Notices,
etc.All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by United States
first-class mail, postage prepaid, or delivered personally by hand or nationally
recognized courier addressed (a) if to a Holder, as indicated in the stock
records of the Company or at such other address as such Holder shall have
furnished to the Company in writing, or (b) if to the Company, at
400 Galleria Parkway, Suite 200, Atlanta, Georgia 30339, Attn: Chief
Financial Officer, or at such other address as the Company shall have furnished
to each Holder in writing, together with a copy to Rogers & Hardin LLP,
2700 International Tower, 229 Peachtree Street, Atlanta, Georgia
30303, Attn:  Robert C. Hussle, Esq.  All such notices and
other written communications shall be effective on the date of mailing or
delivery.




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3.5           Delays or
Omissions.No delay or
omission to exercise any right, power or remedy accruing to any Holder, upon any
breach or default of the Company under this Agreement shall impair any such
right, power or remedy of such Holder nor shall it be construed to be a waiver
of any such breach or default, or an acquiescence therein, or of or in any
similar breach or default thereafter occurring; nor shall any waiver of any
single breach or default be deemed a waiver of any other breach or default
therefore or thereafter occurring.  Any waiver, permit, consent or
approval of any kind or character on the part of any Holder of any breach or
default under this Agreement or any waiver on the part of any Holder of any
provisions or conditions of this Agreement must be made in writing and shall be
effective only to the extent specifically set forth in such
writing.  All remedies, either under this Agreement or by law or
otherwise afforded to any Holder, shall be cumulative and not
alternative.




3.6           Rights;
Severability.Unless otherwise
expressly provided herein, a Holder’s rights hereunder are several rights, not
rights jointly held with any of the other Holders.  In case any
provision of the Agreement shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.




3.7           Information
Confidential.Each Holder
acknowledges that the information received by them pursuant hereto may be
confidential and for its use only, and it will not use such confidential
information in violation of the Exchange Act or reproduce, disclose or
disseminate such information to any other person (other than its employees or
agents having a need to know the contents of such information, and its
attorneys), except in connection with the exercise of rights under this
Agreement, unless the Company has made such information available to the public
generally or such Holder is required to disclose such information by a
governmental body.




3.8           Titles
and Subtitles.The titles of the
paragraphs and subparagraphs of this Agreement are for convenience of reference
only and are not to be considered in construing this Agreement.




3.9           Counterparts.This Agreement
may be executed and delivered (including by facsimile transmission) in any
number of counterparts, and by the different parties hereto in separate
counterparts, each of which when executed and delivered shall be deemed to be an
original, but all of which together shall constitute one and the same
instrument.




3.10      
  Governing
Law; Jurisdiction.  This Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of
Georgia without reference to Georgia’s choice of law rules and each of the
parties hereto hereby consents to personal jurisdiction in any federal or state
court in the State of Georgia.






[Signature
Page Follows]


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IN WITNESS WHEREOF,the
parties hereto have duly executed this Agreement or have caused this Agreement
to be duly executed on its behalf by an officer or representative thereto duly
authorized, all as of the date first above written.






VERSO
      TECHNOLOGIES, INC.By:Steven
      A. OdomChief
      Executive Officer








[Signatures
Continued]


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SHAREHOLDER:









Number
      of Shares: ___________Number
      of Warrants:_________