##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Amendment No. 1 on
 Form 10-K/A
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2006
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from            to
 Commission File Number 0-22190
 
 Verso Technologies, Inc.
 (Exact Name of Registrant as Specified in Its Charter)
 Minnesota
    
    41-1484525(State or Other Jurisdiction of 
Incorporation or Organization)
    
    (I.R.S. Employer
Identification No.)
 400 Galleria Parkway
Suite 200
Atlanta, GA 30339  (Address of Principal Executive Offices)
 678-589-3750
 (Registrants Telephone Number, Including Area Code)
 Securities registered pursuant to Section 12(b) of the Act: common stock, $0.01 par value per share
 Securities registered pursuant to Section 12(g) of the Act: None.
 o þ
 o þ
 þ o
 þ
  o o þ
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE: None.




---



##### 



EXPLANATORY NOTE
  PART III
 Item 10. Directors, Executive Officers and Corporate Governance.
 Board of Directors
  Name
    
    Age
    
    PositionMontgomery L. Bannerman
    
    
    53
    
    
    Chief Executive Officer and DirectorMark H. Dunaway
    
    
    61
    
    
    DirectorGary H. Heck
    
    
    62
    
    
    DirectorJames R. Kanely
    
    
    64
    
    
    DirectorAmy L. Newmark
    
    
    49
    
    
    DirectorSteven A. Odom
    
    
    53
    
    
    Executive Chairman of the BoardJames A. Verbrugge
    
    
    65
    
    
    DirectorWilliam J. West
    
    
    54
    
    
    Director
  Montgomery L. Bannerman,
 Mark H. Dunaway,




---



##### 



Gary H. Heck,
 James R. Kanely,
 Amy L. Newmark,
 Steven A. Odom,
 2




---



##### 



Dr. James A. Verbrugge,
 William J. West,
  Executive Officers
  Name
    
    Age
    
    PositionMontgomery L. Bannerman
    
    
    53
    
    
    Chief Executive OfficerSteven A. Odom
    
    
    53
    
    
    Executive Chairman of the BoardMartin D. Kidder
    
    
    43
    
    
    Chief Financial Officer and SecretaryYves Desmet
    
    
    39
    
    
    Senior Vice President, Worldwide Sales
  3




---



##### 



Martin D. Kidder
 Yves Desmet
  Audit Committee and Audit Committee Financial Expert
    Code of Ethics
  4




---



##### 



Section 16(a) Beneficial Ownership Reporting Compliance
  Item 11. Executive Compensation
 Compensation Discussion and Analysis
 Overview
   Methodology for Establishing Compensation
  5




---



##### 



Compensation Philosophy and Objectives
  
    
    provide levels of base compensation and benefits that are competitive with
comparable companies;
    
    align executive and shareholder interests through long-term, equity-based
compensation;
    
    attract and retain highly skilled executives with the leadership abilities and
skills necessary to build long-term shareholder value;
    
    motivate executives to perform at their highest levels and to achieve the Companys
short-and long-term objectives; and
    
    reward executives for achievement of the Companys financial and operational
objectives.
  Elements of Executive Compensation
  6




---



##### 



Base Salary.
 Annual Bonuses.
 Equity-based Incentive Awards.
 Broad-Based Benefits Programs.
 2006 Evaluation of Executive Performance and Compensation
 Chief Executive Officer and Executive Chairman of the Board.
 7




---



##### 



Other Named Executive Officers.
  Policy on Deductibility of Executive Compensation .
  8




---



##### 



Compensation Committee Report
   Submitted by the Compensation Committee,
Amy L. Newmark
James R. Kanely Summary Compensation Table
  Name and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Option
    
    All OtherPrincipal Position
    
    Year
    
    Salary
    
    Bonus
    
    Awards(1)
    
    Compensation
    
    TotalSteven A. Odom,
    
    
    2006
    
    
    $
    414,375
    
    
    $
    127,800
    
    
    $
    55,072
    (2)
    
    
    
    
    
    $
    597,247Executive
Chairman of the
BoardMontgomery L. Bannerman,
    
    
    2006
    
    
    $
    330,417
    
    
    
    
    
    
    $
    125,452
    (3)
    
    $
    4,956
    (4)
    
    $
    460,825Chief Executive OfficerMartin D. Kidder,
    
    
    2006
    
    
    $
    37,500
    
    
    
    
    
    
    $
    13,768
    (6)
    
    
    
    
    
    $
    51,268Chief Financial
Officer(5)
 9




---



##### 



Name and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Option
    
    All OtherPrincipal Position
    
    Year
    
    Salary
    
    Bonus
    
    Awards(1)
    
    Compensation
    
    TotalJuliet M. Reising,
    
    
    2006
    
    
    $
    261,423
    
    
    
    
    
    
    
    
    
    
    $
    3,909
    (8)
    
    $
    265,332Former Chief
Financial Officer
and Executive Vice
President(7)Yves Desmet,
    
    
    2006
    
    
    $
    350,102
    (9)
    
    
    
    
    
    $
    35,127
    (10)
    
    
    
    
    
    $
    385,229Senior Vice
President,
Worldwide SalesJames Nevelle,
Former Vice
President,
Operations(11)
    
    
    2006
    
    
    $
    157,632
    (12)
    
    $
    22,500
    
    
    $
    5,507
    (13)
    
    
    837
    (14)
    
    $
    186,476
 
 (1)
    
    This column represents the dollar amount recognized for financial statement
reporting purposes with respect to the year ended December 31, 2006 for the fair value of
options granted to each of the Named Executive Officers in such year as well as prior years,
in accordance with Financial Accounting Standards Board Statement of Financial Account
Standards No. 123 (revised 2004) Share-Based Payment (FAS 123R). For additional information
on the value assumptions with respect to 2006 option awards, see note 2 to the Companys
financial statements included elsewhere in this Annual Report. These amounts reflect the
Companys accounting expense for these awards and do not correspond to the actual value that
will be recognized by the Named Executive Officers.(2)
    
    On November 20, 2006, the Company granted to Mr. Odom an option to purchase
1,000,000 shares of Common Stock at an exercise price of $1.15 per share, exercisable as to
twenty percent (20%) of the underlying shares of Common Stock on each of November 20, 2007,
November 20, 2008, November 20, 2009, November 20, 2010, and November 20, 2011.(3)
    
    The Company granted to Mr. Bannerman (i) on March 15, 2006, an option to purchase
50,000 shares of Common Stock at an exercise price of $6.25 per share, exercisable as to
twenty-five percent (25%) of the underlying shares of Common Stock on each of March 15, 2007,
March 15, 2008, March 15, 2009, and March 15, 2010; and (ii) on November 20, 2006, an option
to purchase 750,000 shares of Common Stock at an exercise price of $1.15 per share,
exercisable as to twenty percent (20%) of the underlying shares of Common Stock on each of
November 20, 2007, November 20, 2008, November 20, 2009, November 20, 2010, and November 20,
2011.(4)
    
    Represents the contributions to the Companys 401(k) Profit Sharing Plan made by the
Company in 2006 for the benefit of Mr. Bannerman.(5)
    
    Mr. Kidder commenced serving as the Companys Chief Financial Officer on November 1,
1006 and is paid a base salary of $225,000 per annum. A discussion of Mr. Kidders employment
arrangement with the Company is set forth below under the heading Employment and Separation
Agreements. 10




---



##### 



(6)
    
    On November 20, 2006, the Company granted to Mr. Kidder an option to purchase
250,000 shares of Common Stock at an exercise price of $1.15 per share, exercisable as to
twenty percent (20%) of the underlying shares of Common Stock on each of November 20, 2007,
November 20, 2008, November 20, 2009, November 20, 2010, and November 20, 2011. For
additional information regarding the option grant, see the sections of this Item 11 entitled
Compensation Discussion and Analysis and Employment Agreement and Post-Termination
Payments.(7)
    
    Ms. Reising ceased serving as the Companys Chief Financial Officer on November 1,
2007. Pursuant to that certain Consulting and Separation Agreement, dated October 13, 2006,
between the Company and Ms. Reising, she continued to serve as an employee of the Company
through November 30, 2006 and as a consultant to the Company from December 1, 2006 through
January 1, 2007. A discussion of this agreement is set forth below under the heading
Employment and Separation Agreements.(8)
    
    Represents the contributions to the Companys 401(k) Profit Sharing Plan made by the
Company in 2006 for the benefit of Ms. Reising.(9)
    
    Includes a sales commission in the amount of $156,339 paid to Mr. Desmet.(10)
    
    On November 20, 2006, the Company granted to Mr. Desmet an option to purchase
150,000 shares of Common Stock at an exercise price of $1.15 per share, exercisable as to
twenty percent (20%) of the underlying shares of Common Stock on each of November 20, 2007,
November 20, 2008, November 20, 2009, November 20, 2010, and November 20, 2011.(11)
    
    Mr. Nevelle ceased serving as Vice President, Operations on April 3, 2007.(12)
    
    Includes a sales commission in the amount of $61,974 paid to Mr. Nevelle in his
role as General Manager, North America, in which he served prior to his appointment as Vice
President, Operations.(13)
    
    On November 20, 2006, the Company granted to Mr. Nevelle an option to purchase
100,000 shares of Common Stock at an exercise price of $1.15 per share, exercisable as to
twenty percent (20%) of the underlying shares of Common Stock on each of November 20, 2007,
November 20, 2008, November 20, 2009, November 20, 2010, and November 20, 2011.(14)
    
    Represents the contributions to the Companys 401(k) Profit Sharing Plan made by
the Company in 2006 for the benefit of Mr. Nevelle. 2006 Grants of Plan Based Awards
  11




---



##### 



Estimated Future Payouts Under
    
    
    
    
    
    Grant DateDate of
    
    Equity Incentive Plan Awards(1)
    
    Exercise or
    
    Fair Value ofComp.
    
    Thresh
    
    
    
    
    
    
    
    
    
    Base Price of
    
    Stock andComm
    
    -old
    
    Target
    
    Maxi-
    
    OptionAwards
    
    OptionName
    
    Grant Date
    
    Action
    
    (#)
    
    (#)
    
    mum (#)
    
    ($/Sh)(2)
    
    Awards(3)Steven A. Odom,
    
    
    11/20/2006
    (4)
    
    
    11/17/06
    
    
    
    0
    
    
    
    1,000,000
    
    
    
    1,000,000
    
    
    $
    1.15
    
    
    $
    1,074,200Executive Chairman
of the BoardMontgomery L. Bannerman,
    
    
    3/15/2006
    (5)
    
    
    3/15/2006
    
    
    
    0
    
    
    
    50,000
    
    
    
    30,000
    
    
    $
    6.25
    
    
    $
    58,173Chief Executive
Officer
    
    
    11/20/2006
    (6)
    
    
    11/17/06
    
    
    
    0
    
    
    
    750,000
    
    
    
    750,000
    
    
    $
    1.15
    
    
    $
    805,650Martin D. Kidder,
    
    
    11/20/2006
    (7)
    
    
    11/17/06
    
    
    
    0
    
    
    
    250,000
    
    
    
    250,000
    
    
    $
    1.15
    
    
    $
    268,550Chief Financial
OfficerJuliet M. Reising,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Former Chief
Financial Officer
and Executive Vice
PresidentYves Desmet,
    
    
    11/20/2006
    (8)
    
    
    11/17/06
    
    
    
    0
    
    
    
    150,000
    
    
    
    150,000
    
    
    $
    1.15
    
    
    $
    161,130Senior
Vice President,
Worldwide SalesJames Nevelle,
    
    
    11/20/2006
    (9)
    
    
    11/17/06
    
    
    
    0
    
    
    
    100,000
    
    
    
    100,000
    
    
    $
    1.15
    
    
    $
    107,420Former Vice
President
Operations
 
 (1)
    
    All equity incentive plan awards represent options issued pursuant to the
Incentive Plan.(2)
    
    The exercise price of option awards is the closing price of the Common Stock on the
date the award was granted.(3)
    
    This column shows the full grant date fair value of options awarded to the Named
Executive Officers in 2006 and accounted for in accordance with SFAS 123R. Generally, the
full grant date fair value is the amount the Company would expense in its financial
statements over the awards vesting schedule. For option awards, fair value is calculated
using the Black-Scholes option pricing model as of the date of grant. For additional
information on the valuation assumptions, refer to note 2 of the Companys financial
statements for the year ended December 31, 2006 included elsewhere in this Annual Report.
These amounts reflect the Companys accounting expense and do not correspond to the actual
value that will be recognized by the Named Executive Officers.(4)
    
    On November 20, 2006, the Company granted to Mr. Odom an option to purchase
1,000,000 shares of Common Stock at an exercise price of $1.15 per share, exercisable as to
twenty 12




---



##### 



percent (20%) of the underlying shares of Common Stock on each of November 20, 2007,
November 20, 2008, November 20, 2009, November 20, 2010, and November 20, 2011.(5)
    
    On March 15, 2006, the Company granted to Mr. Bannerman an option to purchase
50,000 shares of Common Stock at an exercise price of $6.25 per share, exercisable as to
twenty-five percent (25%) of the underlying shares of Common Stock on March 15, 2007, March
15, 2008, March 15, 2009, and March 15, 2010.(6)
    
    On November 20, 2006, the Company granted to Mr. Bannerman an option to purchase
750,000 shares of Common Stock at an exercise price of $1.15 per share, exercisable as to
twenty percent (20%) of the underlying shares of Common Stock on each of November 20, 2007,
November 20, 2008, November 20, 2009, November 20, 2010, and November 20, 2011.(7)
    
    On November 20, 2006, the Company granted to Mr. Kidder an option to purchase
250,000 shares of Common Stock at an exercise price of $1.15 per share, exercisable as to
twenty percent (20%) of the underlying shares of Common Stock on each of November 20, 2007,
November 20, 2008, November 20, 2009, November 20, 2010, and November 20, 2011.(8)
    
    On November 20, 2006, the Company granted to Mr. Desmet an option to purchase
150,000 shares of Common Stock at an exercise price of $1.15 per share, exercisable as to
twenty percent (20%) of the underlying shares of Common Stock on November 20, 2007, November
20, 2008, November 20, 2009, November 20, 2010, and November 20, 2011.(9)
    
    On November 20, 2006, the Company granted to Mr. Nevelle an option to purchase
100,000 shares of Common Stock at an exercise price of $1.15 per share, exercisable as to
twenty percent (20%) of the underlying shares of Common Stock on each of November 20, 2007,
November 20, 2008, November 20, 2009, November 20, 2010, and November 20, 2011. Employment and Separation Agreements
 Steven A. Odom.
 13




---



##### 



Montgomery L. Bannerman.
 14




---



##### 



Juliet M. Reising.
  Martin D. Kidder.
 15




---



##### 



Outstanding Equity Awards at Fiscal Year-End
  Option AwardsNumber ofSecuritiesUnderlying
    
    
    Number of SecuritiesUnexercised
    
    
    UnderlyingOptions
    
    
    Unexercised Options
    
    
    Option Exercise
    
    
    OptionName
    
    Exercisable
    
    
    Unexercisable
    
    
    Price
    
    
    Expiration DateSteven A. Odom,
    
    
    49,755
    (1)
    
    
    0
    
    
    $
    2.30
    
    
    1/3/2008Executive
Chairman of the Board
    
    
    350,000
    (2)
    
    
    0
    
    
    $
    10.70
    
    
    1/10/2010105,000
    (3)
    
    
    0
    
    
    $
    20.70
    
    
    8/21/2010145,000
    (4)
    
    
    0
    
    
    $
    16.57
    
    
    10/12/201050,245
    (5)
    
    
    0
    
    
    $
    2.10
    
    
    2/11/20130
    
    
    
    1,000,000
    (6)
    
    $
    1.15
    
    
    11/20/2016Montgomery L. Bannerman,
    
    
    25,000
    (7)
    
    
    25,000
    (7)
    
    $
    3.45
    
    
    11/19/2014Chief
Executive Officer
    
    
    62,500
    (8)
    
    
    37,500
    (8)
    
    $
    2.50
    
    
    8/1/20150
    
    
    
    50,000
    (9)
    
    $
    6.25
    
    
    3/15/20160
    
    
    
    750,000
    (10)
    
    $
    1.15
    
    
    11/20/2016Martin D. Kidder,
Chief Financial
Officer
    
    
    0
    
    
    
    250,000
    (11)
    
    $
    1.15
    
    
    11/20/2016
 16




---



##### 



Option AwardsNumber ofSecuritiesUnderlying
    
    
    Number of SecuritiesUnexercised
    
    
    UnderlyingOptions
    
    
    Unexercised Options
    
    
    Option Exercise
    
    
    OptionName
    
    Exercisable
    
    
    Unexercisable
    
    
    Price
    
    
    Expiration DateJuliet M. Reising,
    
    
    7,746
    (12)
    
    
    0
    
    
    $
    2.30
    
    
    2/28/2007Former
Chief and Executive Vice
    
    
    87,500
    (13)
    
    
    0
    
    
    $
    10.70
    
    
    2/28/2007President
Financial Officer
    
    
    35,000
    (14)
    
    
    0
    
    
    $
    20.70
    
    
    2/28/200710,000
    (15)
    
    
    0
    
    
    $
    18.75
    
    
    2/28/200787,500
    (16)
    
    
    0
    
    
    $
    10.70
    
    
    2/28/200740,000
    (17)
    
    
    0
    
    
    $
    2.10
    
    
    2/28/2007Yves Desmet,
    
    
    2,000
    (18)
    
    
    0
    
    
    $
    2.20
    
    
    2/11/2013Senior
Vice President, Worldwide Sales
    
    
    1,500
    (19)
    
    
    0
    
    
    $
    16.75
    
    
    8/25/20131,000
    (20)
    
    
    3,000
    (20)
    
    $
    3.55
    
    
    1/3/20153,750
    (21)
    
    
    11,250
    (21)
    
    $
    1.55
    
    
    6/17/20151,500
    (22)
    
    
    1,500
    (22)
    
    $
    1.45
    
    
    7/8/201510,000
    (23)
    
    
    30,000
    (23)
    
    $
    1.45
    
    
    10/14/20150
    
    
    
    150,000
    (24)
    
    $
    1.15
    
    
    11/20/2016James Nevelle,Former Vice
President,
Operations
    
    
    0
    
    
    
    100,000
    (25)
    
    $
    1.15
    
    
    4/3/2007
 
 (1)
    
    The option vested in its entirety on January 3, 2003.(2)
    
    The option vested with respect to seventy-five percent (75%) of the underlying
shares of Common Stock on September 29, 2000 and twenty-five percent (25%) of the underlying
shares of Common Stock on January 10, 2005.(3)
    
    The option vested with respect to twenty-five percent (25%) of the underlying shares
of Common Stock on each of August 21, 2001, August 21, 2002, August 21, 2003, and August 2004.(4)
    
    The option vested with respect to twenty-five percent (25%) of the underlying shares
of Common Stock on each of October 12, 2001, October 12, 2002, October 12, 2003, and October
12, 2004.(5)
    
    The option vested in its entirety on February 12, 2003.(6)
    
    The option will vest with respect to twenty percent (20%) of the underlying shares
of Common Stock on each of November 20, 2007, November 20, 2008, November 20, 2009, November
20, 2010, and November 20, 2011. 17




---



##### 



(7)
    
    The option vested or will vest with respect to twenty-five percent (25%) of the
underlying shares of Common Stock on each of November 19, 2005, November 19, 2006, November
19, 2007 and November 19, 2008.(8)
    
    The option vested or will vest with respect to fifty percent (50%) of the underlying
shares of Common Stock on August 1, 2005 and with respect to the remaining fifty percent (50%)
of the underlying shares of Common Stock in equal installments on each of August 1, 2006,
August 1, 2007, August 1, 2008 and August 1, 2009.(9)
    
    The option will vest with respect to twenty-five percent (25%) of the underlying
shares of Common Stock on each of March 15, 2007, March 15, 2008, March 15, 2009, and March
15, 2010.(10)
    
    As a result of Mr. Nevelle ceasing to be employed by the Company on April 3, 2007,
his previously granted option, which was unvested as of such date, terminated on such date.(11)
    
    The option will vest with respect to twenty percent (20%) of the underlying shares
of Common Stock on each of November 20, 2007, November 20, 2008, November 20, 2009, November
20, 2010, and November 20, 2011.(12)
    
    The option vested in its entirety on January 3, 2003.(13)
    
    The option vested with respect to twenty-five percent (25%) of the underlying
shares of Common Stock on each of August 21, 2001, August 21, 2002, August 21, 2003, and
August 21, 2004.(14)
    
    The option vested with respect to twenty-five percent (25%) of the underlying
shares of Common Stock on each of August 21, 2001, August 21, 2002, August 21, 2003, and
August 21, 2004.(15)
    
    The option vested with respect to twenty-five percent (25%) of the underlying
shares of Common Stock on each of February 20, 2001, February 21, 2002, May 9, 2001, and
November 7, 2001.(16)
    
    The option vested with respect to two-thirds (2/3) of the underlying shares of
Common Stock on each of August 2, 2002, and one-third (1/3) of the underlying shares of Common
Stock on each of March 23, 2003.(17)
    
    The option vested in its entirety on February 12, 2003.(18)
    
    The option vested with respect to twenty-five percent (25%) of the underlying
shares of Common Stock on each of February 11, 2003, June 30, 2003, September 30, 2003, and
December 31, 2003.(19)
    
    The option vested with respect to twenty-five percent (25%) of the underlying
shares of Common Stock on each of August 25, 2003, August 25, 2004, August 25, 2005, and
August 25, 2006.(20)
    
    The option vested or will vest with respect to twenty-five percent (25%) of the
underlying shares of Common Stock on each of January 3, 2006, January 3, 2007, January 3, 2008
and January 3, 2009.(21)
    
    The option vested or will vest with respect to twenty-five percent (25%) of the
underlying shares of Common Stock on each of June 17, 2006, June 17, 2007, June 17, 2008 and
June 17, 2009. 18




---



##### 



(22)
    
    The option vested or will vest with respect to twenty-five percent (25%) of the
underlying shares of Common Stock on each of January 8, 2006, July 8, 2006, January 8, 2007
and July 8, 2007.(23)
    
    The option vested or will vest with respect to twenty-five percent (25%) of the
underlying shares of Common Stock on each of October 14, 2006, October 14, 2007, October 14,
2008 and October 14, 2009.(24)
    
    The option will vest as to twenty percent (20%) of the underlying shares of Common
Stock on each of November 20, 2007, November 20, 2008, November 20, 2009, November 20, 2010,
and November 20, 2011.(25)
    
    The option will vest as to twenty percent (20%) of the underlying shares of Common
Stock on each of November 20, 2007, November 20, 2008, November 20, 2009, November 20, 2010,
and November 20, 2011. Option Exercised and Stock Vested
  Pension Benefits
  Nonqualified Deferred Compensation
  Potential Payments Upon Termination or Change of Control
 Messrs. Bannerman and Odom
  Cause
 19




---



##### 



Good Reason.
 (i)
    
    the assignment to the executive of any duties inconsistent with his position,
authority, duties or responsibilities as in effect immediately prior to the date of
such assignment, or any other action by the Company that results in a material
diminution in such position, authority, duties or responsibilities,(ii)
    
    a reduction by the Company in the executives base salary or a change in the
eligibility requirements or performance criteria under any bonus, incentive or
compensation plan, program or arrangement under which the executive is covered
immediately prior to the executives termination date which adversely affects the
executive;(iii)
    
    any failure to pay the executive any compensation or benefits to which he is
entitled within five (5) days of the date due after notice of the failure to so pay is
given by the executive;(iv)
    
    the Companys requiring the executive to be based anywhere other than within
fifty (50) miles of the executives job location;(v)
    
    the insolvency or the filing by the executive or the Company of a petition for
bankruptcy;(vi)
    
    any purported termination of the Employees employment for cause by the Company
which does not comply with the terms of the employment agreement; or(vii)
    
    any breach by the Company of any provision of the employment agreement.
 20




---



##### 



Change of Control
 (i)
    
    a majority of the directors of the Company shall be persons other than persons:
(A) for whose election proxies shall have been solicited by the Board, or (B) who are
then serving as directors appointed by the Board to fill vacancies on the Board caused
by death or resignation (but not by removal) or to fill newly-created directorships;(ii)
    
    a majority of the outstanding voting power of the Company shall have been
acquired or beneficially owned by any person or group of persons, which group does not
include the executive; or(iii)
    
    there shall have occurred:
 (A)
    
    a merger or consolidation of the Company with or into another
corporation (other than (1) a merger or consolidation with a subsidiary of the
Company or (2) a merger or consolidation in which (a) the holders of voting
stock of the Company immediately prior to the merger as a class continue to
hold immediately after the merger at least a majority of all outstanding voting
power of the surviving or resulting corporation or its parent and (b) all
holders of each outstanding class or series of voting stock of the Company
immediately prior to the merger or consolidation have the right to receive
substantially the same cash, securities or other property in exchange for their
voting stock of the Company as all other holders of such class or series);(B)
    
    a statutory exchange of shares of one or more classes or series
of outstanding voting stock of the Company for cash, securities or other
property;(C)
    
    the sale or other disposition of all or substantially all of
the assets of the Company; or(D)
    
    the liquidation or dissolution of the Company.
 Mr. Kidder
  21




---



##### 



Summary of Post-Termination Payments
 or or or
 AccelerationWelfare
    
    
    of OptionName
    
    Salary
    
    
    Benefits(1)
    
    
    Awards(2)Montgomery L. Bannerman(3)
    
    $
    715,000
    
    
    $
    6,300
    
    
    $
    7,500Steven A. Odom
    
    $
    900,000
    
    
    $
    16,000
    
    
    $
    10,000Martin D. Kidder(4)
    
    $
    225,000
    
    
    $
    8,000
    
    
    $
    2,500
 
 (1)
    
    These amounts have been estimated based upon premiums payable with respect to
insurance coverages for the Named Executive Officers as of the hypothetical termination date
of December 31, 2006.(2)
    
    This amount equals (i) the product of unvested awards that accelerate upon the
termination of employment multiplied by the Companys closing
stock price of $1.16 on December
29, 2006 minus (ii) the exercise price of such awards.(3)
    
    In the event Mr. Bannermans employment is terminated by the Company without cause
prior to a change of control, Mr. Bannerman would be entitled to
receive $357,000, $3,150
and $0 with respect to salary, welfare benefits and acceleration of option awards,
respectively.(4)
    
    In the event Mr. Kidders employment is terminated by the Company without cause (but
not in connection with a change of control), Mr. Kidder would be entitled to receive
$37,500, $1,300 and $0 with respect to salary, welfare benefits and acceleration
of option awards, respectively. Ms. Reising
  Director Compensation
  Name
    
    Stock Awards(1)
    
    Option Awards(2)
    
    TotalMark H. Dunaway
    
    $
    107,100
    (3)
    
    $
    37,252
    (4)
    
    $
    144,352Gary H. Heck
    
    $
    71,400
    (5)
    
    
    
    
    
    $
    71,400James R. Kanely
    
    $
    83,300
    (6)
    
    $
    23,989
    (7)
    
    $
    107,289


22



---



##### 



Name
    
    Stock Awards(1)
    
    Option Awards(2)
    
    TotalAmy Newmark
    
    $
    95,200
    (8)
    
    
    
    
    
    $
    95,200James Verbrugge
    
    $
    83,300
    (9)
    
    
    
    
    
    $
    83,300William West
    
    $
    59,500
    (10)
    
    $
    41,145
    (11)
    
    $
    100,645
 
 (1)
    
    This column represents the dollar amount recognized for financial statement
reporting purposes with respect to the year ended December 31, 2006 for the fair value of
shares of Common Stock granted in such year, in accordance with SFAS 123R. Fair value is
calculated using the closing price of the Common Stock on the date of grant. At December 31,
2006, no other stock awards were held by the directors other than as set forth in this column.(2)
    
    This column represents the dollar amount recognized for financial reporting purposes
with respect to the year ended December 31, 2006 for the fair value of options granted to the
directors in such year as well as prior years. The fair value was calculated using the
Black-Scholes option-pricing model in accordance with SFAS 123R.(3)
    
    Represents the dollar amount recognized with respect to 90,000 shares of Common
Stock granted on November 17, 2006 at a price of $1.19 per share, all of which shares vested
on the date of grant.(4)
    
    Represents the dollar amount recognized with respect to an option granted on July
22, 2005 to purchase 40,000 shares of Common Stock with an exercise price of $2.50 per share.
Mr. Dunaway holds options to purchase an aggregate of 40,000 shares of Common Stock as of
December 31, 2006.(5)
    
    Represents the dollar amount recognized with respect to 60,000 shares of Common
Stock granted on November 17, 2006 at a price of $1.19 per share, all of which shares vested
on the date of grant. Mr. Heck holds options to purchase an aggregate of 107,500 shares of
Common Stock as of December 31, 2006.(6)
    
    Represents the dollar amount recognized with respect to 70,000 shares of Common
Stock granted on November 17, 2006, all of which shares vested on the date of grant.(7)
    
    Represents the dollar amount recognized with respect to an option granted on August
17, 2005 to purchase 40,000 shares of Common Stock at an exercise price of $2.50 per share.
Mr. Kanely holds options to purchase an aggregate of 40,000 shares of Common Stock as of
December 31, 2006.(8)
    
    Represents the dollar amount recognized with respect to 80,000 shares of Common
Stock granted on November 17, 2006 at a price of $1.19 per share, all of which vested on the
date of grant. Ms. Newmark also holds options to purchase an aggregate of 102,500 shares of
Common Stock.(9)
    
    Represents the dollar amount recognized with respect to 70,000 shares of Common
Stock granted on November 17, 2006 at a price of $1.19 per share, all of which shares vested
on the date of grant. Dr. Verbrugge holds options to purchase an aggregate of 40,000 shares
of Common Stock as of December 31, 2006. 23




---



##### 



(10)
    
    Represents the dollar amount recognized with respect to 50,000 shares of Common
Stock granted on November 17, 2006 at a price of $1.19 per share, all of which shares vested
on the date of grant.(11)
    
    Represents an option granted on May 12, 2006 to purchase 50,000 shares of Common
Stock at an exercise price of $1.20 per share. Mr. West holds options to purchase an
aggregate of 50,000 shares of Common Stock as of December 31, 2006. Compensation Committee Interlocks and Insider Participation
  Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
 Equity Compensation Plan Information
  Number of SecuritiesNumber of Securities to be
    
    
    Weighted Average
    
    
    Remaining AvailableIssued Upon Exercise of
    
    
    Exercise Price of
    
    
    for Future IssuanceOutstanding Options,
    
    
    Outstanding Options,
    
    
    Under EquityPlan Category
    
    Warrants and Rights
    
    
    Warrants and Rights
    
    
    Compensation PlansEquity compensation
plans approved by
security
holders:(1)
    
    
    3,909,635
    
    
    $
    2.75
    
    
    
    1,573,787Equity compensation
plans not approved
by security
holders:
    
    
    2,754,747
    (2) (3)
    
    $
    0.90
    (2)(3)
    
    
    Total
    
    
    6,664,382
    
    
    $
    1.99
    
    
    
    1,573,787
 
 (1)
    
    Represents options granted pursuant to the Incentive Plan.(2)
    
    Does not include (i) outstanding options to purchase 64,208 shares of Common Stock
with a weighted average exercise price of $12.67 per share, which were originally granted as
options to purchase shares of common stock of Telemate.Net Software, Inc. (Telemate.Net)
pursuant to the Telemate Stock Incentive Plan and the Telemate.Net Software, Inc. 1999 Stock
Incentive Plan and which were assumed by the Company in connection with the Companys
acquisition of Telemate.Net; and (ii) outstanding options and warrants to purchase 630,000
shares of Common Stock with a weighted average exercise price of $12.88 per share, which were
originally granted as options and warrants to purchase shares of Cereus common stock pursuant
to the Cereus Outside Director Warrant Plan, Directors Warrant Plan and 1997 Stock Option
Plan and which were assumed by the Company in connection with the Companys acquisition of
Cereus. The Company has not made, and will not make, any grants under the stock option or
warrant plans of Telemate.Net or Cereus.(3)
    
    Includes options and warrants to purchase Common Stock granted under plans not
approved by the Companys shareholders. The material features of such plans are set forth
below. 24




---



##### 



(a)
    
    On March 16, 2005, the Company issued warrants to purchase an aggregate of
302,400 shares of Common Stock to two placement agents and 16 employees of the
placement agents as compensation for placement agent services rendered to the Company
by such agents. The warrants are exercisable over a four-year period commencing on
February 4, 2006 at an initial exercise price of $3.60 per share.(b)
    
    On November 19, 2004, the Company issued to Mr. Bannerman in connection with
his appointment as Senior Vice President, Strategic Initiatives of the Company a
ten-year option to purchase 50,000 shares of Common Stock at an exercise price of $3.45
per share exercisable with respect to twenty-five percent (25%) of the underling shares
on each of November 19, 2005, November 19, 2006, November 19, 2007 and November 19,
2008.(c)
    
    On September 20, 2006, the Company issued warrants to purchase 600,000 and
1,321,877 shares of Common Stock, at an exercise price of $0.01 and $0.91,
respectively, to Laurus Master Fund, Ltd., the Companys primary lender (Laurus), in
consideration of a new $14.0 million credit facility. The warrant to purchase 1,321,877
shares of Common Stock is exercisable until September 20, 2011 and there is no
expiration date on the warrant to purchase 600,000 shares of Common Stock.(d)
    
    On December 29, 2006, the Company issued warrants to purchase 150,000 and
330,470 shares of Common Stock, at an exercise price of $0.01 and $0.91, respectively,
to Laurus in consideration of its consent to a business acquisition transaction and the
waiver of certain conditions under the Companys credit facility which would otherwise
have been required to satisfy before having access to additional borrowing availability
under the credit facility. The warrant to purchase 330,470 shares of Common Stock is
exercisable until December 29, 2011 and there is no expiration date on the warrant to
purchase 150,000 shares of Common Stock. Security Ownership of Certain Beneficial Owners and Management
  Common StockBeneficially Owned(1)Number ofShares of
    
    PercentageName of Beneficial Owner
    
    Common Stock
    
    of Class(2)Donald J. Slowinski(3)
    
    
    5,840,000
    
    
    
    10.2%Prescott Group Capital Management, L.L.C.(4)
    
    
    2,947,014
    
    
    
    7.0%Laurus Master Fund, Ltd.(5)
    
    
    2,402,347
    
    
    
    4.0%Steven A. Odom (6)
    
    
    767,020
    
    
    
    1.3%Amy L. Newmark(7)
    
    
    286,500
    
    
    
    *Gary H. Heck (8)
    
    
    234,875
    
    
    
    *Mark H. Dunaway(9)
    
    
    230,000
    
    
    
    *James R. Kanely(10)
    
    
    215,000
    
    
    
    *James A. Verbrugge(11)
    
    
    180,000
    
    
    
    *
 25




---



##### 



Common StockBeneficially Owned(1)Number ofShares of
    
    PercentageName of Beneficial Owner
    
    Common Stock
    
    of Class(2)William J. West(12)
    
    
    180,000
    
    
    
    *Juliet M. Reising (13)
    
    
    128,219
    
    
    
    *Montgomery L. Bannerman (14)
    
    
    127,500
    
    
    
    *Yves Desmet (15)
    
    
    30,250
    
    
    
    *Martin D. Kidder
    
    
    0
    
    
    
    James
Nevelle(16)
    
    
    0
    
    
    
    All executive officers and directors as a group (10
persons)(17)
    
    
    2,220,895
    
    
    
    4.1%
 
 
    
    Director of the Company

 Officer of the Company*
    
    Less than 1% of the issued and outstanding shares of the Common Stock.(1)
    
    Unless otherwise noted, all of the shares shown are held by individuals or entities
possessing sole voting and dispositive power with respect to such shares. Shares not
outstanding but deemed beneficially owned by virtue of the right of a person or member of a
group to acquire them within 60 days of April 26, 2007, are treated as outstanding only when
determining the amount and percentage owned by such individual or group.(2)
    
    In accordance with regulations of the SEC, the percentage calculations are based on
57,031,147 shares of Common Stock issued and outstanding as of April 26, 2007, plus shares of
Common Stock which may be acquired within 60 days of April 26, 2007, by each individual or
group listed.(3)
    
    On August 21, 2006, Donald J. Slowinski filed with the SEC a Schedule 13G/A pursuant
to which Mr. Slowinski reported that he is the beneficial owner of, and has sole voting and
dispositive power with respect to, 2,940,000 shares of Common Stock which are held of record
by SCS Fund, L.P.(4)
    
    On January 26, 2007, a Schedule 13G/A was filed with the SEC by Prescott Group
Capital Management, L.L.C. (Prescott) reporting that Prescott is the beneficial owner of
2,947,014 shares of Common Stock, of which 769,231 shares are issuable upon exercise of
warrants exercisable within 60 days of April 26, 2007. Phil Frohlich, a principal of
Prescott, has voting and dispositive power over the shares of Common Stock beneficially owned
by Prescott. Prescotts address is 1924 South Utica, Suite 1120, Tulsa, Oklahoma 74104-6529.(5)
    
    On February 14, 2007, Laurus filed with the SEC a Schedule 13G/A pursuant to which
Laurus reported that it has shared voting and dispositive power with respect to, 2,402,347
shares of Common Stock. Laurus also reported that it is managed by Laurus Capital Management,
LLC and that Eugene Grin and David Grin are the contracting principals of Laurus Capital
Management, LLC and share voting and dispositive power over the shares of Common Stock
beneficially owned by Laurus. Lauruss address is c/o Laurus Capital Management, LLC, 825
Third Avenue, 14th Floor, New York, NY 10022.(6)
    
    Includes (i) 260 shares of Common Stock held by Mr. Odoms wife as to which Mr. Odom
may be deemed to share voting and investment power; (ii) 2,920 shares of Common Stock held by
Mr. Odoms son as to which Mr. Odom may be deemed to share voting and investment power; and
(iii) 700,000 shares of Common Stock issuable pursuant to options or warrants exercisable
within 60 days of April 26, 2007. 26




---



##### 



(7)
    
    Includes 102,500 shares of Common Stock issuable pursuant to options or warrants
exercisable within 60 days of April 26, 2007 and 60,000 shares as to which Ms. Newmark
exercises voting but not dispositive power.(8)
    
    Includes 107,500 shares of Common Stock issuable pursuant to options or warrants
exercisable within 60 days of April 26, 2007 and 45,000 shares as to which Mr. Heck exercises
voting but not dispositive power.(9)
    
    Includes 40,000 shares of Common Stock issuable pursuant to options exercisable with
60 days of April 26, 2007 and 75,000 shares as to which Mr. Dunaway exercises voting but not
dispositive power.(10)
    
    Includes 40,000 shares of Common Stock issuable pursuant to options exercisable
within 60 days of April 26, 2007 and 67,500 shares as to which Mr. Kanely exercises voting but
not dispositive power.(11)
    
    Includes 40,000 shares of Common Stock issuable pursuant to options exercisable
within 60 days of April 26, 2007 and 52,500 shares as to which Mr. Vebrugge exercises voting
but not dispositive power.(12)
    
    Includes 50,000 shares of Common Stock issuable pursuant to options exercisable
with 60 days of April 26, 2007 and 60,000 shares as to which Mr. West exercises voting but not
dispositive power.(13)
    
    Includes 28,616 shares of Common Stock held in an account owned by Ms. Reisings
husband as to which Ms. Reising may be deemed to share voting and investment power.(14)
    
    Includes 100,000 shares of Common Stock issuable pursuant to options exercisable
within 60 days of April 26, 2007.(15)
    
    Includes 30,250 shares of Common Stock issuable pursuant to options exercisable
within 60 days of April 26, 2007.(16)
    
    Mr. Nevelle ceased serving as en employee of the Company on April 3, 2007.(17)
    
    Includes 1,206,500 shares of Common Stock issuable pursuant to options or warrants
exercisable within 60 days of April 26, 2007, and 360,000 shares as to which the owner
exercises voting but not dispositive power. Item 13. Certain Relationships and Related Transactions and Director Independence
 Related Transactions
  27




---



##### 



Review, Approval or Ratification of Transactions with Related Persons.
  Director Independence
  Item 14. Principal Accountant Fees and Services
  Audit Fees
   Audit-Related Fees
  Tax Fees
  28




---



##### 



All Other Fees
  Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent
Registered Public Accountants
   
 Item 15.
    Exhibits
    and Financial Statement Schedules    page F-1.
  page F-1
  Regulation S-K
 29




---



##### 



SIGNATURE
  VERSO TECHNOLOGIES, INC.By:
    
    /s/ Martin D. KidderMartin D. KidderChief Financial OfficerDate: April 30, 2007




---



##### 



Exhibit No.

Exhibit

Method of Filing2
.20

Securities Purchase Agreement
    dated as of June 15, 2006 among the Registrant, Winslow
    Asset Group, LLC and Winslow Asset Holdings, LLC. (The schedules
    to the Securities Purchase Agreement have been omitted from this
    Quarterly Report pursuant to Item 601(b)(2) of
    Regulation S-K,
    and the Registrant agrees to furnish copies of such omitted
    schedules supplementally to the Securities and Exchange
    Commission upon request.

Incorporated by reference to
    Exhibit 2.1 to the Registrants Current Report on
    Form 8-K
    filed on June 21, 2006.3
.1

Amended and Restated Articles of
    Incorporation of the Registrant.

Incorporated by reference to
    Exhibit 3.1 to the Registrants Registration Statement
    on
    Form S-18
    (File No.
    33-51456).3
.2

Amendment to the Amended and
    Restated Articles of Incorporation of the Registrant, as amended.

Incorporated by reference to
    Exhibit 3.1 to the Registrants Current Report on
    Form 8-K
    filed October 2, 2000.3
.3

Amendment to the Amended and
    Restated Articles of Incorporation of the Registrant, as amended.

Incorporated by reference to
    Exhibit 4.1 to the Registrants Current Report on
    Form 8-K
    filed November 19, 2001.3
.4

Amendment to the Amended and
    Restated Articles of Incorporation of the Registrant, amended.

Incorporated by reference to
    Exhibit 3.4 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2005.3
.5

Amendment to Amended and Restated
    Articles of Incorporation, effective as of October 11, 2005.

Incorporated by reference to
    Exhibit 3.1 to the Registrants Current Report on
    Form 8-K
    filed on October 7, 2005.3
.6

The Registrants Amended and
    Restated Bylaws, adopted October 24, 2005.

Incorporated by reference to
    Exhibit 3.1 to the Registrants Current Report on
    Form 8-K
    filed October 7, 2005.3
.7

Amendment to Amended and Restated
    Articles of Incorporation, amended.

Incorporated by reference to
    Exhibit 3.4 to the Registrants Quarterly Report on
    Form 10-Q
    filed on June 30, 2005.3
.8

Statement of Rights of
    Series C Preferred Stock of the Registrant effective
    June 16, 2005.

Incorporated by reference to
    Exhibit 3.1 to the Registrants Current Report on
    Form 8-K
    filed on June 21, 2006.3
.9

Articles of Amendment to the
    Registrants Articles of Incorporation, effective as of
    November 7, 2006.

Incorporated by reference to
    Exhibit 3.1 to the Registrants Current Report on
    Form 8-K
    filed November 13, 2006.4
.1

Warrant dated October 31,
    1996, to purchase 106,250 shares of the Registrants
    common stock granted to Walter C. Lovett.

Incorporated by reference to
    Exhibit 10.4 to the Registrants Current Report on
    Form 8-K
    filed November 12, 1996.4
.2

Warrant dated October 31,
    1996, to purchase 106,250 shares of the Registrants
    common stock granted to Douglas L. Roberson.

Incorporated by reference to
    Exhibit 10.5 to the Registrants Current Report on
    Form 8-K
    filed November 12, 1996.4
.3

Registration Rights Agreement
    dated as of July 27, 2000, among the Registrant, Strong
    River Investments, Inc. and Bay Harbor Investments, Inc.

Incorporated by reference to
    Exhibit 4.7 to the Registrants Registration Statement
    on
    Form S-4
    filed August 7, 2000 (File
    No. 333-
    43224).4
.4

Warrant dated as of July 27,
    2000, to purchase 104,168 shares of the Registrants
    common stock granted to Strong River Investments, Inc.

Incorporated by reference to
    Exhibit 4.10 to the Registrants Registration
    Statement on
    Form S-4
    filed August 7, 2000 (File No.
    333-43224). E-3




---



##### 



Exhibit No.

Exhibit

Method of Filing4
.5

Warrant dated as of July 27,
    2000, to purchase 104,168 shares of the Registrants
    common stock granted to Bay Harbor Investments, Inc.

Incorporated by reference to
    Exhibit 4.11 to the Registrants Registration
    Statement on
    Form S-4
    filed August 7, 2000 (File No.
    333-43224).4
.6

Warrant dated as of July 27,
    2000, to purchase 26,041 shares of the Registrants
    common stock granted to Strong River Investments, Inc.

Incorporated by reference to
    Exhibit 4.12 to the Registrants Registration
    Statement on
    Form S-4
    filed August 7, 2000 (File No.
    333-43224).4
.7

Warrant dated as of July 27,
    2000, to purchase 26,041 shares of the Registrants
    common stock granted to Bay Harbor Investments, Inc.

Incorporated by reference to
    Exhibit 4.13 to the Registrants Registration
    Statement on
    Form S-4
    filed August 7, 2000 (File No.
    333-43224).4
.8

Warrant dated as of July 27,
    2000, to purchase 52,083 shares of the Registrants
    common stock granted to Strong River Investments, Inc.

Incorporated by reference to
    Exhibit 4.14 to the Registrants Registration
    Statement on
    Form S-4
    filed August 7, 2000 (File No.
    333-43224).4
.9

Warrant dated as of July 27,
    2000, to purchase 52,083 shares of the Registrants
    common stock granted to Bay Harbor Investments, Inc.

Incorporated by reference to
    Exhibit 4.15 to the Registrants Registration
    Statement on
    Form S-4
    filed August 7, 2000 (File No.
    333-43224).4
.10

Warrant dated as of
    September 29, 2000, to purchase 1,750,000 shares of
    the Registrants common stock granted to Steven A. Odom.
    Represents an executive compensation plan or arrangement.

Incorporated by reference to
    Exhibit 10.7 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2000.4
.11

Warrant dated as of
    September 29, 2000, to purchase 875,000 shares of the
    Registrants common stock granted to James M. Logsdon.
    Represents an executive compensation plan or arrangement.

Incorporated by reference to
    Exhibit 10.8 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2000.4
.12

Warrant dated as of
    September 29, 2000, to purchase 665,000 shares of the
    Registrants common stock granted to Juliet M. Reising.
    Represents an executive compensation plan or arrangement.

Incorporated by reference to
    Exhibit 10.9 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2000.4
.13

Warrant dated as of
    August 21, 2000, to purchase 300,000 shares of Cereus
    Technology Partners, Inc.s common stock granted to Steven
    A. Odom. Represents an executive compensation plan or
    arrangement.

Incorporated by reference to
    Exhibit 10.10 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2000.4
.14

Warrant dated as of
    August 21, 2000, to purchase 100,000 shares of Cereus
    Technology Partners, Inc.s common stock granted to James
    M. Logsdon. Represents an executive compensation plan or
    arrangement.

Incorporated by reference to
    Exhibit 10.11 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2000.4
.15

Warrant dated as of
    August 21, 2000, to purchase 350,000 shares of Cereus
    Technology Partners, Inc.s common stock granted to Juliet
    M. Reising. Represents an executive compensation plan or
    arrangement.

Incorporated by reference to
    Exhibit 10.12 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2000.4
.16

Warrant dated as of
    August 21, 2000, to purchase 250,000 shares of Cereus
    Technology Partners, Inc.s common stock granted to Juliet
    M. Reising. Represents an executive compensation plan or
    arrangement.

Incorporated by reference to
    Exhibit 10.13 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2000. E-4




---



##### 



Exhibit No.

Exhibit

Method of Filing4
.17

Warrant dated as of
    August 21, 2000, to purchase 50,000 shares of Cereus
    Technology Partners, Inc.s common stock granted to Peter
    Pamplin. Represents an executive compensation plan or
    arrangement.

Incorporated by reference to
    Exhibit 10.14 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2000.4
.18

Warrant dated as of
    January 30, 2001, to purchase 83,334 shares of the
    Registrants common stock granted to PNC Bank, National
    Association.

Incorporated by reference to
    Exhibit 4.1 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2001.4
.19

Warrant dated as of
    January 30, 2001, to purchase 472,689 shares of the
    Registrants common stock granted to Strong River
    Investments, Inc.

Incorporated by reference to
    Exhibit 4.2 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2001.4
.20

Warrant dated as of
    January 30, 2001, to purchase 472,689 shares of the
    Registrants common stock granted to Bay Harbor
    Investments, Inc.

Incorporated by reference to
    Exhibit 4.3 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2001.4
.21

Form of 7.5% Convertible
    Debenture issued in connection with the Convertible Debenture
    and Warrant Purchase Agreement between the Registrant and the
    Purchasers named therein (the Debenture Purchase
    Agreement).

Incorporated by reference to
    Exhibit 4.5 to the Registrants Current Report on
    Form 8-K
    filed December 6, 2000.4
.22

Purchase Agreement dated as of
    January 18, 2001, among the Registrant, Strong River
    Investments, Inc. and Bay Harbor Investments, Inc. (the
    Strong River Debenture Purchase Agreement).

Incorporated by reference to
    Exhibit 10.2 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2001.4
.23

Amendment dated as of
    January 23, 2001, to the Strong River Debenture Purchase
    Agreement.

Incorporated by reference to
    Exhibit 10.4 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2001.4
.24

Amendment dated as of
    January 25, 2001, to the Strong River Debenture Purchase
    Agreement.

Incorporated by reference to
    Exhibit 10.5 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2001.4
.25

Registration Rights Agreement
    dated as of January 30, 2001, among the Registrant, Strong
    River Investments, Inc. and Bay Harbor Investments, Inc.

Incorporated by reference to
    Exhibit 10.3 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2001.4
.26

Form of Warrant issued in
    connection with the Registrants acquisition of
    Telemate.Net Software, Inc.

Incorporated by reference to
    Exhibit 4.42 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2001.4
.27

Registration Rights Agreement
    dated May 15, 2002, between the Registrant and Silicon
    Valley Bank.

Incorporated by reference to
    Exhibit 4.4 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002.4
.28

Registration Rights Agreement
    dated as of February 12, 2003, between the Registrant and
    Silicon Valley Bank.

Incorporated by reference to
    Exhibit 4.2 to the Registrants Current Report on
    Form 8-K
    filed February 13, 2003.4
.29

Form of Warrant issued in
    connection with the Registrants October 2002 private
    placement offering.

Incorporated by reference to
    Exhibit 4.45 to the Registrants Annual Report on
    Form 10-K
    for the period ending December 31, 2002. E-5




---



##### 



Exhibit No.

Exhibit

Method of Filing4
.30

Form of Registration Rights
    Agreement entered into in connection with the Registrants
    October 2002 private placement offering.

Incorporated by reference to
    Exhibit 4.46 to the Registrants Annual Report on
    Form 10-K
    for the period ending December 31, 2002.4
.31

Warrant Agreement dated as of
    August 17, 1999 to purchase 35,250 shares of AIM
    Group, Inc.s stock granted to Randall P. Stern.

Incorporated by reference to
    Exhibit 4.10 to the Registrants Registration
    Statement on
    Form S-1
    filed September 8, 2003 (File No.
    333-108613).4
.32

Warrant Agreement dated as of
    October 29, 1999 to purchase 11,750 share of AIM
    Group, Inc.s common stock granted to Randall P. Stern.

Incorporated by reference to
    Exhibit 4.11 to the Registrants Registration
    Statement on
    Form S-1
    filed September 8, 2003 (File No.
    333-108613).4
.33

Warrant Agreement dated as of
    February 8, 2000 to purchase 85,500 shares of Cereus
    Technology Partners, Inc.s common stock granted to Randall
    P. Stern.

Incorporated by reference to
    Exhibit 4.12 to the Registrants Registration
    Statement on
    Form S-1
    filed September 8, 2003 (File No.
    333-108613).4
.34

Warrant Agreement dated as of
    August 17, 1999 to purchase 35,250 shares of AIM
    Group, Inc.s stock granted to Burnham Securities, Inc.

Incorporated by reference to
    Exhibit 4.13 to the Registrants Registration
    Statement on
    Form S-1
    filed September 8, 2003 (File
    No. 333-108613).4
.35

Warrant Agreement dated as of
    October 29, 1999 to purchase 11,750 shares of AIM
    Group, Inc.s common stock granted to Burnham Securities,
    Inc.

Incorporated by reference to
    Exhibit 4.14 to the Registrants Registration
    Statement on
    Form S-1
    filed September 8, 2003 (File No.
    333-108613).4
.36

Warrant Agreement dated as of
    February 8, 2000 to purchase 85,500 shares of Cereus
    Technology Partners, Inc.s common stock granted to Burnham
    Securities, Inc.

Incorporated by reference to
    Exhibit 4.15 to the Registrants Registration
    Statement on
    Form S-1
    filed September 8, 2003 (File No.
    333-108613).4
.37

Warrant Agreement dated as of
    February 8, 2000 to purchase 5,250 shares of Cereus
    Technology Partners, Inc.s common stock granted to Burnham
    Securities, Inc.

Incorporated by reference to
    Exhibit 4.16 to the Registrants Registration
    Statement on
    Form S-1
    filed September 8, 2003 (File No.
    333-108613).4
.38

Warrant Agreement dated as of
    February 8, 2000 to purchase 5,000 shares of Cereus
    Technology Partners, Inc.s common stock granted to Jon M.
    Burnham.

Incorporated by reference to
    Exhibit 4.17 to the Registrants Registration
    Statement on
    Form S-1/A
    filed October 21, 2003 (File No.
    333-108613).4
.39

Warrant Agreement dated as of
    February 8, 2000 to purchase 7,750 shares of Cereus
    Technology Partners, Inc.s common stock granted Randall P.
    Stern.

Incorporated by reference to
    Exhibit 4.18 to the Registrants Registration
    Statement on
    Form S-1/A
    filed October 21, 2003 (File No.
    333-108613).4
.40

Form of Warrant issued by the
    Registrant to each Investor in connection with the
    Registrants February 2004 private placement.

Incorporated by reference to
    Exhibit 4.1 to the Registrants Current Report on
    Form 8-K
    filed on February 26, 2004.4
.41

Form of Registration Rights
    Agreement among the Registrant and the Investors entered into in
    connection with the Registrants February 2004 private.

Incorporated by reference to
    Exhibit 4.2 to the Registrants Current Report on
    Form 8-K
    filed on February 26, 2004.4
.42

Form of 6% Senior Unsecured
    Convertible Debenture dated February 4, 2005 issued in
    connection with the Registrants February 2005 private
    placement.

Incorporated by reference to
    Exhibit 4.1 to the Registrants Current Report on
    Form 8-K
    filed on February 8, 2005. E-6




---



##### 



Exhibit No.

Exhibit

Method of Filing4
.43

Form of Series A Warrant
    dated February 4, 2005 to purchase shares of the
    Registrants common stock issued in connection with the
    Registrants February 2005 private placement.

Incorporated by reference to
    Exhibit 4.2 to the Registrants Current Report on
    Form 8-K
    filed on February 8, 2005.4
.44

Form of Registration Rights
    Agreement among the Registrant and the Investors signatory
    thereto entered into in connection with the Registrants
    February 2005 private placement.

Incorporated by reference to
    Exhibit 4.4 to the Registrants Current Report on
    Form 8-K
    filed on February 8, 2005.4
.45

Form of warrant to purchase the
    Registrants common stock issued to certain placement
    agents in connection with the Registrants February 2005
    private placement.

Incorporated by reference to
    Exhibit 4.62 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2004.4
.46

Form of Registration Rights
    Agreement to be executed in connection with the closing of the
    transactions contemplated by the Asset Purchase Agreement dated
    as of February 23, 2005 by and among the Registrant, WSECI,
    Inc. and the shareholders of WSECI, Inc.

Incorporated by reference to
    Exhibit 4.1 to the Registrants Current Report on
    Form 8-K
    filed on March 1, 20054
.47

Warrant issued July 25, 2005
    to Mainfield Enterprises Inc. to purchase 1,500,000 shares
    of the Registrants common stock.

Incorporated by reference to
    Exhibit 4.1 to the Registrants Current Report on
    Form 8-K
    filed on July 29, 2005.4
.48

Warrant issued July 25, 2005
    to Heimdall Investments, Ltd. to purchase 1,500,000 shares
    of the Registrants common stock.

Incorporated by reference to
    Exhibit 4.2 to the Registrants Current Report on
    Form 8-K
    filed on July 29, 2005.4
.49

Warrant issued July 25, 2005
    to Mainfield Enterprises Inc. to purchase 500,000 shares of
    the Registrants common stock.

Incorporated by reference to
    Exhibit 4.3 to the Registrants Current Report on
    Form 8-K
    filed on July 29, 2005.4
.50

Warrant issued July 25, 2005
    to Heimdall Investments, Ltd. to purchase 500,000 shares of
    the Registrants common stock.

Incorporated by reference to
    Exhibit 4.4 to the Registrants Current Report on
    Form 8-K
    filed on July 29, 2005.4
.51

Registration Rights Agreement
    dated as of July 25, 2005, among the Registrant and the
    investors signatory thereto.

Incorporated by reference to
    Exhibit 4.5 to the Registrants Current Report on
    Form 8-K
    filed on July 29, 2005.4
.52

Registration Rights Agreement
    dated March 20, 2006, between the Registrant and Joseph
    Noel.

Incorporated by reference to
    Exhibit 4.4 to the Registrants Registration Statement
    on
    Form S-3
    (No.
    333-1333373).4
.53

Registration Rights Agreement
    dated March 20, 2006, between the Registrant and J.P.
    Turner & Company, L.L.C.

Incorporated by reference to
    Exhibit 4.5 to the Registrants Registration Statement
    on
    Form S-3
    (No.
    333-1333373).4
.54

Registration Rights Agreement
    dated March 20, 2006, between the Registrant and
    Croft & Bender.

Incorporated by reference to
    Exhibit 4.6 to the Registrants Registration Statement
    on
    Form S-3
    (No.
    333-1333373).4
.55

Form of Warrant issued in the
    Registrants February 2006 Private Placement.

Incorporated by reference to
    Exhibit 4.53 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2005.4
.56

Form of Registration Rights
    Agreement entered into in connection with the Registrants
    February 2006 Private Placement.

Incorporated by reference to
    Exhibit 4.54 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2005. E-7




---



##### 



Exhibit No.

Exhibit

Method of Filing4
.57

Registration Rights Agreement
    dated as of June 16, 2006 between the Registrant and
    Winslow Asset Group, LLC.

Incorporated by reference to
    Exhibit 4.1 to the Registrants Current Report on
    Form 8-K
    filed on June 21, 2006.4
.58

Secured Non-Convertible
    Tranche A Revolving Note issued by the Registrant to Laurus
    Master Fund, Ltd. on September 20, 2006.

Incorporated by reference to
    Exhibit 4.1 to the Registrants Registration Statement
    on
    Form S-3
    filed on November 11, 2006 (No.
    333-138429).4
.59

Secured Non-Convertible
    Tranche B Revolving Note issued by the Registrant to Laurus
    Master Fund, Ltd. on September 20, 2006.

Incorporated by reference to
    Exhibit 4.2 to the Registrants Registration Statement
    on
    Form S-3
    filed on November 11, 2006 (No.
    333-138429).4
.60

Common Stock Purchase Warrant to
    purchase 1,321,877 shares of the Registrants common
    stock issued to Laurus Master Fund, Ltd. dated
    September 20, 2006.

Incorporated by reference to
    Exhibit 4.3 to the Registrants Registration Statement
    on
    Form S-3
    filed on November 11, 2006 (No.
    333-138429).4
.61

Common Stock Purchase Warrant to
    purchase 600,000 shares of the Registrants common
    stock issued to Laurus Master Fund, Ltd. dated
    September 20, 2006.

Incorporated by reference to
    Exhibit 4.4 to the Registrants Registration Statement
    on
    Form S-3
    filed on November 11, 2006 (No.
    333-138429).4
.62

Registration Rights Agreement
    between the Registrant and Laurus Master Fund, Ltd. dated
    September 20, 2006.

Incorporated by reference to
    Exhibit 4.5 to the Registrants Registration Statement
    on
    Form S-3
    filed on November 11, 2006 (No.
    333-138429).4
.63

Warrant to purchase
    192,000 shares of the Registrants common stock issued
    to J. P. Turner Partners, LP dated September 20, 2006.

Incorporated by reference to
    Exhibit 4.6 to the Registrants Registration Statement
    on
    Form S-3
    filed on November 11, 2006 (No.
    333-138429).4
.64

Form of Registration Rights
    Agreement dated as of March 31, 2005 among the Registrant,
    WSECI, Inc. and the shareholders thereof.

Incorporated by reference to
    Exhibit 4.1 to the Registrants Current Report on
    Form 8-K
    filed on March 1, 2005.4
.65

Form of Registration Rights
    Agreement executed in connection with the Registrants
    acquisition of the assets of WSECI, Inc.

Incorporated by reference to
    Exhibit 4.1 to the Registrants Current Report on
    Form 8-K
    filed on March 1, 2005.4
.66

Form of Warrant to purchase shares
    of the Registrants common stock dated January 31,
    2007 pursuant to the Securities Purchase Agreement dated
    January 30, 2007 among the Registrant and the purchasers
    signatory thereto.

Incorporated by reference to
    Exhibit 4.1 to the Registrants Current Report on
    Form 8-K
    filed January 31, 2007.4
.67

Form of Registration Rights
    Agreement dated as of January 30, 2007 entered into
    pursuant to the Securities Purchase Agreement dated
    January 30, 2007 among the Registrant and the purchasers
    signatory thereto.

Incorporated by reference to
    Exhibit 99.2 to the Registrants Current Report on
    Form 8-K
    filed January 31, 2007.4
.68

Form of Warrant to purchase shares
    of the Registrants common stock dated February 5,
    2007 pursuant to the Securities Purchase Agreement among the
    Registrant and the purchasers signatory thereto dated as of
    February 2, 2007.

Incorporated by reference to
    Exhibit 4.1 to the Registrants Current Report on
    Form 8-K
    filed February 6, 2007.4
.69

Form of Warrant to purchase shares
    of the Registrants common stock dated February 6,
    2007 pursuant to the Securities Purchase Agreement among the
    Registrant and the purchasers signatory thereto dated as of
    February 5, 2007.

Incorporated by reference to
    Exhibit 4.2 to the Registrants Current Report on
    Form 8-K
    filed February 6, 2007. E-8




---



##### 



Exhibit No.

Exhibit

Method of Filing4
.70

Form of Registration Rights
    Agreement dated as of February 2, 2007 entered into
    pursuant to the Securities Purchase Agreement among the
    Registrant and the purchasers signatory thereto dated as of
    February 2, 2007.

Incorporated by reference to
    Exhibit 99.2 to the Registrants Current Report on
    Form 8-K
    filed February 6, 2007.4
.71

Form of Registration Rights
    Agreement dated as of February 5, 2007 entered into
    pursuant to the Securities Purchase Agreement among the
    Registrant and the purchasers signatory thereto dated as of
    February 5, 2007.

Incorporated by reference to
    Exhibit 99.4 to the Registrants Current Report on
    Form 8-K
    filed February 6, 2007.4
.72

Form of Warrant to purchase shares
    of the Registrants common stock dated February 9,
    2007 pursuant to the Securities Purchase Agreement among the
    Registrant and the purchaser signatory thereto dated as of
    February 9, 2007.

Incorporated by reference to
    Exhibit 4.1 to the Registrants Current Report on
    Form 8-K
    filed February 12, 2007.4
.73

Form of Registration Rights
    Agreement dated as of February 9, 2007 entered into
    pursuant to the Securities Purchase Agreement among the
    Registrant and the purchaser signatory thereto dated as of
    February 9, 2007.

Incorporated by reference to
    Exhibit 99.2 to the Registrants Current Report on
    Form 8-K
    filed February 12, 2007.10
.1

Form of Incentive Stock Option
    Agreement.

Incorporated by reference to
    Exhibit 10.6 to the Registrants Registration
    Statement on
    Form S-18
    (File
    33-51456).10
.2

Form of Non-Statutory Option
    Agreement.

Incorporated by reference to
    Exhibit 10.7 to the Registrants Registration
    Statement on
    Form S-18
    (File
    33-51456).10
.3

Form of Restricted Stock Award
    Agreement.

Filed herewith.10
.4

Form of Non-Employee Director
    Stock Option Agreement.

Incorporated by reference to
    Exhibit 10.10 to the Registrants Annual Report on
    Form 10-KSB
    for the year ended March 31, 1993.10
.5

1992 Stock Incentive Plan.

Incorporated by reference to
    Exhibit 10.4 to the Registrants Registration
    Statement on
    Form S-18
    (File No.
    33-51456).10
.6

1995 Stock Incentive Plan.

Incorporated by reference to
    Exhibit 10.12 to the Registrants Annual Report on
    Form 10-KSB
    for the year ended March 31, 1995.10
.7

1997 Stock Incentive Plan.

Incorporated by reference to the
    Registrants Proxy Statement for its 1997 Annual Meeting of
    Stockholders.10
.8

1998 Stock Incentive Plan.

Incorporated by reference to
    Exhibit 10.27 to the Registrants Registration
    Statement on
    Form S-4
    filed February 16, 1999 (File No.
    333-68699).10
.9

1999 Stock Incentive Plan.

Incorporated by reference to
    Appendix A to the Registrants Proxy Statement dated
    October 4, 2006.10
.10

1999 Employee Stock Purchase Plan.

Incorporated by reference to
    Exhibit 10.9 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2004. E-9




---



##### 



Exhibit No.

Exhibit

Method of Filing10
.11

Office Lease Agreement dated as of
    September 20, 1999, between the Registrant and Galleria 400
    LLC.

Incorporated by reference to
    Exhibit 10.51 to the Registrants Registration
    Statement on
    Form S-4
    filed August 7, 2000 (File No.
    333-43224).10
.12

First Amendment to Office Lease
    Agreement dated as of March 31, 2000, between the
    Registrant and Galleria 400 LLC.

Incorporated by reference to
    Exhibit 10.52 to the Registrants Registration
    Statement on
    Form S-4
    filed August 7, 2000 (File No.
    333-43224).10
.13

Convertible Debenture Purchase
    Agreement dated as of July 27, 2000, among the Registrant,
    Strong River Investments, Inc.

Incorporated by reference to
    Exhibit 10.53 to the Registrants Registration
    Statement on
    Form S-4
    filed August 7, 2000 (File No.
    333-43224).10
.14

Executive Employment Agreement
    dated as of September 29, 2000, between the Registrant and
    Steven A. Odom. Represents an executive compensation plan or
    arrangement.

Incorporated by reference to
    Exhibit 10.4 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2000.10
.15

Executive Employment Agreement
    dated as of September 29, 2000, between the Registrant and
    James M. Logsdon. Represents an executive compensation plan or
    arrangement.

Incorporated by reference to
    Exhibit 10.5 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2000.10
.16

Executive Employment Agreement
    dated as of September 29, 2000, between the Registrant and
    Juliet M. Reising. Represents an executive compensation plan or
    arrangement.

Incorporated by reference to
    Exhibit 10.6 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2000.10
.17

Form of Escrow Agreement entered
    into in connection with the MessageClick Merger Agreement.

Incorporated by reference to
    Exhibit 4.3 to the Registrants Current Report on
    Form 8-K
    filed December 6, 2000.10
.18

Convertible Debenture and Warrant
    Purchase Agreement dated as of October 31, 2000, between
    the Registrant and the purchasers signatory thereto.

Incorporated by reference to
    Exhibit 4.4 to the Registrants Current Report on
    Form 8-K
    filed December 6, 2000.10
.19

Cereus Technology Partners, Inc.
    Directors Warrant Incentive Plan. Represents an executive
    compensation plan or arrangement.

Incorporated by reference to
    Exhibit 10(cc) to Cereus Technology Partners, Inc.s
    Annual Report on
    Form 10-KSB40
    for the year ended December 31, 1999.10
.20

Cereus Technology Partners, Inc.
    Outside Directors Warrant Plan. Represents an executive
    compensation plan or arrangement.

Incorporated by reference to
    Exhibit 10(dd) to Cereus Technology Partners, Inc.s
    Annual Report on
    Form 10-KSB40
    for the year ended December 31, 1999.10
.21

Loan and Security Agreement dated
    December 14, 2001, among the Registrant, NACT
    Telecommunications, Inc., Telemate.Net Software, Inc. and
    Silicon Valley Bank, Commercial Finance Division.

Incorporated by reference to
    Exhibit 10.35 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2001.10
.22

Lease Agreement dated as of
    December 30, 1999, between NACT Telecommunications, Inc.
    and Boggess-Riverwoods Company, L.L.C.

Incorporated by reference to
    Exhibit 10.39 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2001.10
.23

Instrument of Assumption and
    Substitution of Guarantor of Lease dated as of July 27,
    2001, among the Registrant, World Access, Inc., Boggess
    Holdings, L.L.C. and NACT Telecommunications, Inc.

Incorporated by reference to
    Exhibit 10.40 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2001. E-10




---



##### 



Exhibit No.

Exhibit

Method of Filing10
.24

Intellectual Property Security
    Agreement dated as of December 14, 2001, between the
    Registrant and Silicon Valley Bank.

Incorporated by reference to
    Exhibit 10.41 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2001.10
.25

Intellectual Property Security
    Agreement dated as of December 14, 2001, between NACT
    Telecommunications, Inc. and Silicon Valley Bank.

Incorporated by reference to
    Exhibit 10.42 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2001.10
.26

Intellectual Property Security
    Agreement dated as of December 14, 2001, between
    Telemate.Net Software, Inc. and Silicon Valley Bank.

Incorporated by reference to
    Exhibit 10.43 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2001.10
.27

Telemate.Net Software, Inc. 1999
    Stock Incentive Plan.

Incorporated by reference to
    Exhibit 10.13 to Telemate.Net Software, Inc.s
    Registration Statement on
    Form S-1
    filed June 24, 1999 (File No.
    333-81443).10
.28

Amendment to the Telemate.Net 1999
    Software, Inc. Stock Incentive Plan.

Incorporated by reference to
    Exhibit 10.18 to Telemate.Net Software, Inc.s
    Registration Statement on
    Form S-1
    filed June 24, 1999 (File No.
    333-81443).10
.29

Telemate Stock Incentive Plan.

Incorporated by reference to
    Exhibit 10.10 to Telemate.Net Software, Inc.s
    Registration Statement on
    Form S-1
    filed June 24, 1999 (File No.
    333-81443).10
.30

Amendment to Telemate Stock
    Incentive Plan.

Incorporated by reference to
    Exhibit 10.14 to Telemate.Net Software, Inc.s
    Registration Statement on
    Form S-1
    filed June 24, 1999 (File No.
    333-81443).10
.31

Form of Indemnification Agreement
    entered into as of October 12, 2001, between the Registrant
    and each of its directors and non-director officers at the level
    of Vice-President and above.

Incorporated by reference to
    Appendix F-1 to the Registrants Registration Statement on
    Form S-4/A
    filed October 12, 2001 (File No.
    333-62262).10
.32

Interest Purchase Agreement dated
    as of June 4, 2002, between the Registrant and NeTrue
    Communications, Inc.

Incorporated by reference to
    Exhibit 10.9 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002.10
.33

Subordination Agreement dated
    April 25, 2002, among the Registrant, Telemate.Net
    Software, Inc., NACT Telecommunications, Inc. and Silicon Valley
    Bank.

Incorporated by reference to
    Exhibit 99.6 to the Registrants Current Report on
    Form 8-K
    filed May 1, 2002.10
.34

Amendment to Loan Documents dated
    February 12, 2003, among the Registrant, Telemate.Net
    Software, Inc., NACT Telecommunications, Inc. and Silicon Valley
    Bank.

Incorporated by reference to
    Exhibit 99.1 to the Registrants Current Report on
    Form 8-K
    filed February 13, 2003.10
.35

Loan and Security Agreement (Exim
    Program) dated February 12, 2003, among the Registrant,
    Telemate.Net Software, Inc., NACT Telecommunications, Inc. and
    Silicon Valley Bank.

Incorporated by reference to
    Exhibit 99.2 to the Registrants Current Report on
    Form 8-K
    filed February 13, 2003.10
.36

Borrower Agreement dated
    February 12, 2003, among the Registrant, Telemate.Net
    Software, Inc., NACT Telecommunications, Inc. and Silicon Valley
    Bank.

Incorporated by reference to
    Exhibit 99.3 to the Registrants Current Report on
    Form 8-K
    filed February 13, 2003. E-11




---



##### 



Exhibit No.

Exhibit

Method of Filing10
.37

Secured Promissory Note dated
    February 12, 2003, in principal amount of
    $4.0 million, made by the Registrant in favor of Silicon
    Valley Bank.

Incorporated by reference to
    Exhibit 99.4 to the Registrants Current Report on
    Form 8-K
    filed February 13, 2003.10
.38

Subordination Agreement dated
    February 12, 2003, among the Registrant, Clarent
    Corporation and Silicon Valley Bank.

Incorporated by reference to
    Exhibit 99.5 to the Registrants Current Report on
    Form 8-K
    filed February 13, 2003.10
.39

Loan and Security Agreement dated
    as of February 12, 2003, between the Registrant and Clarent
    Corporation.

Incorporated by reference to
    Exhibit 99.6 to the Registrants Current Report on
    Form 8-K
    filed February 13, 2003.10
.40

Secured Subordinated Promissory
    Note dated February 12, 2003, in principal amount of
    $5.0 million, made by the Registrant in favor of Clarent
    Corporation.

Incorporated by reference to
    Exhibit 99.7 to the Registrants Current Report on
    Form 8-K
    filed February 13, 2003.10
.41

Secured Subordinated Promissory
    Note dated February 12, 2003, in principal amount of
    $3.0 million, made by the Registrant in favor of Clarent
    Corporation.

Incorporated by reference to
    Exhibit 99.8 to the Registrants Current Report on
    Form 8-K
    filed February 13, 2003.10
.42

Unsecured Subordinated Promissory
    Note, dated February 12, 2003, in principal amount of
    $1.8 million, made by the Registrant in favor of Clarent
    Corporation.

Incorporated by reference to
    Exhibit 99.9 to the Registrants Current Report on
    Form 8-K
    filed February 13, 2003.10
.43

Bill of Sale, Assignment and
    Assumption Agreement, dated as of February 12, 2003,
    between the Registrant and Clarent Corporation.

Incorporated by reference to
    Exhibit 99.10 to the Registrants Current Report on
    Form 8-K
    filed February 13, 2003.10
.44

Assignment of Patent Rights dated
    as of February 7, 2003, made by Clarent Corporation to the
    Registrant.

Incorporated by reference to
    Exhibit 99.11 to the Registrants Current Report on
    Form 8-K
    filed February 13, 2003.10
.45

Assignment of Trademarks dated as
    of February 12, 2003, between the Registrant and Clarent
    Corporation.

Incorporated by reference to
    Exhibit 99.12 to the Registrants Current Report on
    Form 8-K
    filed February 13, 2003.10
.46

Intellectual Property and Security
    Agreement dated as of February 12, 2003, between the
    Registrant and Clarent Corporation.

Incorporated by reference to
    Exhibit 99.13 to the Registrants Current Report on
    Form 8-K
    filed February 13, 2003.10
.47

Settlement Agreement dated
    November 6, 2002, between the Registrant and WA Telcom
    Products Co., Inc.

Incorporated by reference to
    Exhibit 10.65 to the Registrants Annual Report on
    Form 10-K
    for the period ended December 31, 2002.10
.48

Assignment and Collection
    Agreement dated December 5, 2002,  between the Registrant
    and WA Telcom Products Co., Inc.

Incorporated by reference to
    Exhibit 10.66 to the Registrants Annual Report on
    Form 10-K
    for the period ended December 31, 2002.10
.49

Cross-Corporate Continuing
    Guaranty dated as of February 12, 2003, among the
    Registrant, Telemate.Net Software, Inc., NACT
    Telecommunications, Inc. and Clarent Canada Ltd.

Incorporated by reference to
    Exhibit 10.67 to the Registrants Annual Report on
    Form 10-K
    for the period ended December 31, 2002. E-12




---



##### 



Exhibit No.

Exhibit

Method of Filing10
.50

Lease for 1221 West Mineral
    Avenue, dated as of February 11, 2003, between the
    Registrant and A.S. Burger Investments, LLC.

Incorporated by reference to
    Exhibit 10.68 to the Registrants Annual Report on
    Form 10-K
    for the period ended December 31, 2002.10
.51

Movable Hypothec dated as of
    February 20, 2003, between the Registrant and Silicon
    Valley Bank.

Incorporated by reference to
    Exhibit 10.69 to the Registrants Annual Report on
    Form 10-K
    for the period ended December 31, 2002.10
.52

Movable Hypothec dated as of
    February 20, 2003, between the Clarent Canada Ltd. and
    Silicon Valley Bank.

Incorporated by reference to
    Exhibit 10.70 to the Registrants Annual Report on
    Form 10-K
    for the period ended December 31, 2002.10
.53

Settlement Agreement and Full
    Release of Claims dated as of February 12, 2003, between
    the Registrant and John M. Good.

Incorporated by reference to
    Exhibit 10.71 to the Registrants Annual Report on
    Form 10-K
    for the period ended December 31, 2002.10
.54

Arbitration Award Agreement dated
    February 3, 2002, and among the Registrant, Clunet R. Lewis
    and CLR Enterprises, Inc.

Incorporated by reference to
    Exhibit 10.72 to the Registrants Annual Report on
    Form 10-K
    for the period ended December 31, 2002.10
.55

Arbitration Award Agreement dated
    February 3, 2002, among the Registrant, William P.
    OReilly and Montana Corporation.

Incorporated by reference to
    Exhibit 10.73 to the Registrants Annual Report on
    Form 10-K
    for the period ended December 31, 2002.10
.56

Consulting Agreement dated as of
    March 14, 2003, between the Registrant and William P.
    OReilly.

Incorporated by reference to
    Exhibit 10.74 to the Registrants Annual Report on
    Form 10-K
    for the period ended December 31, 2002.10
.57

Consulting Agreement dated as of
    March 14, 2003, between the Registrant and Clunet R. Lewis.

Incorporated by reference to
    Exhibit 10.75 to the Registrants Annual Report on
    Form 10-K
    for the period ended December 31, 2002.10
.58

Amendment to Loan Documents dated
    April 7, 2003, among the Registrant, Telemate.Net Software,
    Inc., NACT Telecommunications, Inc. and Silicon Valley Bank.

Incorporated by reference to
    Exhibit 10.76 to the Registrants Annual Report on
    Form 10-K
    for the period ended December 31, 2002.10
.59

Amendment to Loan Documents (Exim
    Program) dated April 7, 2003, among the Registrant,
    Telemate.Net Software, Inc., NACT Telecommunications, Inc. and
    Silicon Valley Bank.

Incorporated by reference to
    Exhibit 10.77 to the Registrants Annual Report on
    Form 10-K
    for the period ended December 31, 2002.10
.60

Assignment and Assumption
    Agreement dated January 21, 2005 entered into in connection
    with the Registrants disposition of its MCK business with
    respect to the U.K. assets.

Incorporated by reference to
    Exhibit 99.1 to the Registrants Current Report on
    Form 8-K
    filed on January 27, 2005.10
.61

Assignment and Assumption
    Agreement dated January 21, 2005 entered into in connection
    with the Registrants disposition of its MCK business with
    respect to the U.S. assets.

Incorporated by reference to
    Exhibit 99.2 to the Registrants Current Report on
    Form 8-K
    filed on January 27, 2005.10
.62

Assignment and Assumption
    Agreement dated January 21, 2005 entered into in connection
    with the Registrants disposition of its MCK business with
    respect to the Canadian assets.

Incorporated by reference to
    Exhibit 99.3 to the Registrants Current Report on
    Form 8-K
    filed on January 27, 2005. E-13




---



##### 



Exhibit No.

Exhibit

Method of Filing10
.63

Bill of Sale dated
    January 21, 2005 entered into in connection with the
    Registrants disposition of its MCK business with respect
    to the U.K. assets.

Incorporated by reference to
    Exhibit 99.4 to the Registrants Current Report on
    Form 8-K
    filed on January 27, 2005.10
.64

Bill of Sale dated
    January 21, 2005 entered into in connection with the
    Registrants disposition of its MCK business with respect
    to the U.S. assets.

Incorporated by reference to
    Exhibit 99.5 to the Registrants Current Report on
    Form 8-K
    filed on January 27, 2005.10
.65

Bill of Sale dated
    January 21, 2005 entered into in connection with the
    Registrants disposition of its MCK business with respect
    to the Canadian assets.

Incorporated by reference to
    Exhibit 99.6 to the Registrants Current Report on
    Form 8-K
    filed on January 27, 2005.10
.66

Secured Convertible Promissory
    dated January 21, 2005 issued to the Registrant in
    principal amount of $3.5 million in connection with the
    Registrants disposition of its MCK business.

Incorporated by reference to
    Exhibit 99.7 to the Registrants Current Report on
    Form 8-K
    filed on January 27, 2005.10
.67

Security Agreement dated
    January 21, 2005 entered into in connection with the
    Registrants disposition of its MCK business.

Incorporated by reference to
    Exhibit 99.8 to the Registrants Current Report on
    Form 8-K
    filed on January 27, 2005.10
.68

Copyright Assignment Agreement
    dated January 21, 2005 entered into in connection with the
    Registrants disposition of its MCK business.

Incorporated by reference to
    Exhibit 99.9 to the Registrants Current Report on
    Form 8-K
    filed on January 27, 2005.10
.69

Domain Name Assignment Agreement
    dated January 21, 2005 entered into in connection with the
    Registrants disposition of its MCK business.

Incorporated by reference to
    Exhibit 99.10 to the Registrants Current Report on
    Form 8-K
    filed on January 27, 2005.10
.70

Patent Assignment Agreement dated
    January 21, 2005 entered into in connection with the
    Registrants disposition of its MCK business.

Incorporated by reference to
    Exhibit 99.11 to the Registrants Current Report on
    Form 8-K
    filed on January 27, 2005.10
.71

Trademark Assignment Agreement
    dated January 21, 2005 entered into in connection with the
    Registrants disposition of its MCK business.

Incorporated by reference to
    Exhibit 99.12 to the Registrants Current Report on
    Form 8-K
    filed on January 27, 2005.10
.72

Bill of Sale dated
    January 21, 2005 entered into in connection with the
    Registrants disposition of its NACT business.

Incorporated by reference to
    Exhibit 99.13 to the Registrants Current Report on
    Form 8-K
    filed on January 27, 2005.10
.73

Copyright Assignment Agreement
    dated January 21, 2005 entered into in connection with the
    Registrants disposition of its NACT business.

Incorporated by reference to
    Exhibit 99.14 to the Registrants Current Report on
    Form 8-K
    filed on January 27, 2005.10
.74

Trademark Assignment Agreement
    dated January 21, 2005 entered into in connection with the
    Registrants disposition of its NACT business.

Incorporated by reference to
    Exhibit 99.15 to the Registrants Current Report on
    Form 8-K
    filed on January 27, 2005.10
.75

Patent Assignment Agreement dated
    January 21, 2005 entered into in connection with the
    Registrants disposition of its NACT business.

Incorporated by reference to
    Exhibit 99.16 to the Registrants Current Report on
    Form 8-K
    filed on January 27, 2005.10
.76

License Agreement dated
    January 21, 2005 entered into in connection with the
    Registrants disposition of its NACT business.

Incorporated by reference to
    Exhibit 99.17 to the Registrants Current Report on
    Form 8-K
    filed on January 27, 2005. E-14




---



##### 



Exhibit No.

Exhibit

Method of Filing10
.77

Reciprocal Reseller Agreement
    dated January 21, 2005 entered into in connection with the
    Registrants disposition of its NACT business.

Incorporated by reference to
    Exhibit 99.18 to the Registrants Current Report on
    Form 8-K
    filed on January 27, 2005.10
.78

Call Center Services Agreement
    dated January 21, 2005 entered into in connection with the
    Registrants disposition of its NACT business.

Incorporated by reference to
    Exhibit 99.19 to the Registrants Current Report on
    Form 8-K
    filed on January 27, 200510
.79

Instrument of Assignment,
    Agreement and Consent dated January 21, 2005 entered into
    in connection with the Registrants disposition of its NACT
    business.

Incorporated by reference to
    Exhibit 99.20 to the Registrants Current Report on
    Form 8-K
    filed on January 27, 2005.10
.80

Cash Collateral Agreement dated as
    of February 4, 2005 between the Registrant, the Investors
    signatory thereto and Wachovia Bank, National Association.

Incorporated by reference to
    Exhibit 99.1 to the Registrants Current Report on
    Form 8-K
    filed on February 8, 2005.10
.81

Form of Seller Non-Competition
    Agreement to be executed in connection with the closing of the
    transactions contemplated by the Asset Purchase Agreement dated
    as of February 23, 2005 by and among the Registrant, WSECI,
    Inc. and the shareholders of WSECI, Inc.

Incorporated by reference to
    Exhibit 99.1 to the Registrants Current Report on
    Form 8-K
    filed on March 1, 2005.10
.82

Form of Bill of Sale, Assignment
    and Assumption Agreement Seller to be executed in connection
    with the closing of the transactions contemplated by the Asset
    Purchase Agreement dated as of February 23, 2005 by and
    among the Registrant, WSECI, Inc. and the shareholders of WSECI,
    Inc.

Incorporated by reference to
    Exhibit 99.2 to the Registrants Current Report on
    Form 8-K
    filed on March 1, 2005.10
.83

Non-qualified Stock Option entered
    into March 15, 2005 and effective November 3, 2004 to
    purchase 500,000 shares of the Registrants common
    stock granted to Lewis Jaffe. Represents an executive
    compensation plan or arrangement.

Incorporated by reference to
    Exhibit 99.5 to the Registrants Current Report filed
    on March 21, 2005 and amended on April 28, 2005.10
.84

Non-qualified Stock Option entered
    into March 15, 2005 and effective November 3, 2004 to
    purchase 250,000 shares of the Registrants common
    stock granted to Lewis Jaffe. Represents an executive
    compensation plan or arrangement.

Incorporated by reference to
    Exhibit 99.6 to the Registrants Current Report filed
    on March 21, 2005 and amended on April 28, 2005.10
.85

Non-qualified Stock Option entered
    into March 15, 2005 and effective November 3, 2004 to
    purchase 250,000 shares of the Registrants common
    stock granted to Lewis Jaffe. Represents an executive
    compensation plan or arrangement.

Incorporated by reference to
    Exhibit 99.7 to the Registrants Current Report filed
    on March 21, 2005 and amended on April 28, 2005.10
.86

Non-qualified Stock Option entered
    into March 15, 2005 and effective November 19, 2004 to
    purchase 250,000 shares of the Registrants common
    stock granted to Montgomery Bannerman. Represents an executive
    compensation plan or arrangement.

Incorporated by reference to
    Exhibit 99.8 to the Registrants Current Report on
    Form 8-K
    filed on March 21, 2005 and amended on April 28, 2005.10
.87

Amendment to Loan Documents dated
    March 15, 2005, among the Registrant, Provo Prepaid
    (Delaware) Corp., Telemate.Net Software, Inc., Needham
    (Delaware) Corp. and Silicon Valley Bank.

Incorporated by reference to
    Exhibit 99.1 to the Registrants Current Report on
    Form 8-K
    filed on March 21, 2005 and amended on April 28, 2005. E-15




---



##### 



Exhibit No.

Exhibit

Method of Filing10
.88

Amendment to Loan Documents (Exim
    Program) dated March 15, 2005, among the Registrant, Provo
    Prepaid (Delaware) Corp., Telemate.Net Software, Inc. and
    Silicon Valley Bank.

Incorporated by reference to
    Exhibit 99.2 to the Registrants Current Report on
    Form 8-K
    filed on March 21, 2005 and amended on April 28, 2005.10
.89

Borrower Agreement dated
    March 15, 2005, among the Registrant, Provo Prepaid
    (Delaware) Corp., Telemate.Net Software, Inc. and Silicon Valley
    Bank.

Incorporated by reference to
    Exhibit 99.3 to the Registrants Current Report on
    Form 8-K
    filed on March 21, 2005 and amended on April 28, 2005.10
.90

Amended and Restated Secured
    Promissory Note dated March 15, 2005, in principal amount
    of $10.0 million, made by the Registrant, Provo Prepaid
    (Delaware) Corp. and Telemate.Net Software, Inc. in favor of
    Silicon Valley Bank.

Incorporated by reference to
    Exhibit 99.4 to the Registrants Current Report on
    Form 8-K
    filed on March 21, 2005 and amended on April 28, 2005.10
.91

Assumption Agreement dated
    April 14, 2005, among the Registrant, Needham (Delaware)
    Corp., Provo Prepaid (Delaware) Corp., Telemate.Net Software,
    Inc. and Silicon Valley Bank.

Incorporated by reference to
    Exhibit 10.32 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2005.10
.92

Borrower Agreement dated
    April 14, 2005, among the Registrant, Needham (Delaware)
    Corp., Provo Prepaid (Delaware) Corp., Telemate.Net Software,
    Inc. and Silicon Valley Bank.

Incorporated by reference to
    Exhibit 10.33 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2005.10
.93

Amended and Restated Secured
    Promissory Note dated April 14, 2005, in principal amount
    of $10.0 million, made by the Registrant, Needham
    (Delaware) Corp., Provo Prepaid (Delaware) Corp. and
    Telemate.Net Software, Inc. in favor of Silicon Valley Bank

Incorporated by reference to
    Exhibit 10.34 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2005.10
.94

Assumption Agreement dated
    April 14, 2005, among the Registrant, Needham (Delaware)
    Corp., Provo Prepaid (Delaware) Corp., Telemate.Net Software,
    Inc. and Silicon Valley Bank.

Incorporated by reference to
    Exhibit 10.32 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2005.10
.95

Borrower Agreement dated
    April 14, 2005, among the Registrant, Needham (Delaware)
    Corp., Provo Prepaid (Delaware) Corp., Telemate.Net Software,
    Inc. and Silicon Valley Bank.

Incorporated by reference to
    Exhibit 10.33 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2005.10
.96

Amended and Restated Secured
    Promissory Note dated April 14, 2005, in principal amount
    of $10.0 million, made by the Registrant, Needham
    (Delaware) Corp., Provo Prepaid (Delaware) Corp. and
    Telemate.Net Software, Inc. in favor of Silicon Valley Bank.

Incorporated by reference to
    Exhibit 10.34 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2005.10
.97

Sublease dated July 1, 2005,
    between the Registrant and Digital Insurance, Inc.

Incorporated by reference to
    Exhibit 99.1 to the Registrants Current Report on
    Form 8-K
    filed on July 8, 2005.10
.98

Bill of Sale dated July 1,
    2005, executed by the Registrant in favor of Digital Insurance,
    Inc.

Incorporated by reference to
    Exhibit 99.2 to the Registrants Current Report on
    Form 8-K
    filed on July 8, 2005.10
.99

Security Agreement entered into on
    July 1, 2005, between the Registrant and Digital Insurance,
    Inc.

Incorporated by reference to
    Exhibit 99.3 to the Registrants Current Report on
    Form 8-K
    filed on July 8, 2005. E-16




---



##### 



Exhibit No.

Exhibit

Method of Filing10
.100

Amendment to the
    7.5% Convertible Debentures dated as of July 25, 2005
    among the Registrant, Mainfield Enterprises Inc. and Heimdall
    Investments, Ltd.

Incorporated by reference to
    Exhibit 99.1 to the Registrants Current Report on
    Form 8-K
    filed on July 29, 2005.10
.101

Limited Waiver and Amendment to
    Loan Documents dated July 25, 2005 between the Registrant
    and Silicon Valley Bank.

Incorporated by reference to
    Exhibit 99.2 to the Registrants Current Report on
    Form 8-K
    filed on July 29, 2005.10
.102

Limited Waiver and Amendment to
    Loan Documents (Exim Program) dated July 25, 2005 between
    the Registrant and Silicon Valley Bank.

Incorporated by reference to
    Exhibit 99.3 to the Registrants Current Report on
    Form 8-K
    filed on July 29, 2005.10
.103

Security Agreement entered into on
    July 1, 2005, between the Registrant and Digital Insurance,
    Inc.

Incorporated by reference to
    Exhibit 99.3 to the Registrants Current Report on
    Form 8-K
    filed July 8, 2005.10
.104

Amendment to the
    7.5% Convertible Debentures dated as of July 25, 2005
    among the Registrant, Mainfield Enterprises Inc. and Heimdall
    Investments, Ltd.

Incorporated by reference to
    Exhibit 99.1 to the Registrants Current Report on
    Form 8-K
    filed July 29, 2005.10
.105

Limited Waiver and Amendment to
    Loan Documents dated July 25, 2005 between the Registrant
    and Silicon Valley Bank.

Incorporated by reference to
    Exhibit 99.2 to the Registrants Current Report on
    Form 8-K
    filed July 29, 2005.10
.106

Limited Waiver and Amendment to
    Loan Documents (Exim Program) dated July 25, 2005 between
    the Registrant and Silicon Valley Bank.

Incorporated by reference to
    Exhibit 99.3 to the Registrants Current Report on
    Form 8-K
    filed July 29, 2005.10
.107

Separation Agreement between the
    Registrant and Lewis Jaffe entered into on August 16, 2005.

Incorporated by reference to
    Exhibit 99.1 to the Registrants Current Report on
    Form 8-K
    filed August 22, 2005.10
.108

Verso Technologies, Inc. 1999
    Stock Incentive Plan, as amended September 22, 2005.

Incorporated by reference to
    Exhibit 99.1 to the Registrants Current Report on
    Form 8-K
    filed September 28, 2005.10
.109

Amendment #1 to Secured
    Convertible Promissory Note among the Registrant, CITEL
    Technologies Limited and CITEL Technologies, Inc. entered into
    on September 23, 2005.

Incorporated by reference to
    Exhibit 99.2 to the Registrants Current Report on
    Form 8-K
    filed September 28, 2005.10
.110

Subordination Agreement dated as
    of September 23, 2005, between the Registrant and Bridge
    Bank, National Association.

Incorporated by reference to
    Exhibit 99.3 to the Registrants Current Report on
    Form 8-K
    filed September 28, 2005.10
.111

Executive Employment Agreement
    executed on October 24, 2005, but effective as of
    October 1, 2005 between the Registrant and Montgomery
    Bannerman. (Represents an executive compensatory plan or
    arrangement.)

Incorporated by reference to
    Exhibit 99.2 to the Registrants Amendment No. 1
    to Current Report on
    Form 8-K
    filed October 27, 2005.10
.112

Amended and Restated Executive
    Employment Agreement executed on October 24, 2005, but
    effective as of October 1, 2005 between the Registrant and
    Steven A. Odom. (Represents an executive compensatory plan or
    arrangement.)

Incorporated by reference to
    Exhibit 99.1 to the Registrants Current Report on
    Form 8-K
    filed October 27, 2005.10
.113

Amended and Restated Executive
    Employment Agreement executed on October 24, 2005, but
    effective as of October 1, 2005 between the Registrant and
    Juliet M. Reising. (Represents an executive compensatory plan or
    arrangement.)

Incorporated by reference to
    Exhibit 99.2 to the Registrants Current Report on
    Form 8-K
    filed October 27, 2005. E-17




---



##### 



Exhibit No.

Exhibit

Method of Filing10
.114

Amended and Restated Promissory
    Note made by the Registrant, Provo Prepaid (Delaware) Corp.,
    Telemate.Net Software, Inc. and Needham (Delaware) Corp. dated
    March 24, 2006.

Incorporated by reference to
    Exhibit 10.113 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2005.10
.115

Export-Import Bank of the United
    States Working Capital Guarantee Program Borrower Agreement
    dated as of March 24, 2006 among the Registrant, Provo
    Prepaid (Delaware) Corp., Telemate.Net Software, Inc. Needham
    (Delaware) Corp. and Silicon Valley Bank.

Incorporated by reference to
    Exhibit 10.114 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2005.10
.116

Amendment to Loan Documents dated
    January 27, 2006 among the Registrant, Provo Prepaid
    (Delaware) Corp., Telemate.Net Software, Inc. Needham (Delaware)
    Corp. and Silicon Valley Bank.

Incorporated by reference to
    Exhibit 10.115 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2005.10
.117

Amendment to Loan Documents (EXIM
    Program) dated as of March 24, 2006 among the Registrant,
    Provo Prepaid (Delaware) Corp., Telemate.Net Software, Inc.
    Needham (Delaware) Corp. and Silicon Valley Bank.

Incorporated by reference to
    Exhibit 10.116 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2005.10
.118

Amendment to Loan Documents dated
    as of March 24, 2006 among the Registrant, Provo Prepaid
    (Delaware) Corp., Telemate.Net Software, Inc. Needham (Delaware)
    Corp. and Silicon Valley Bank.

Incorporated by reference to
    Exhibit 10.117 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2005.10
.119

Agreement of Software Development
    dated as of May 10, 2006, between the Registrant and
    Elitecore Technologies Limited.

Incorporated by reference to
    Exhibit 10.1 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2006.10
.120

Amendment to Loan Documents dated
    as of June 27, 2006 among the Registrant, certain of its
    subsidiaries and Silicon Valley Bank.

Incorporated by reference to
    Exhibit 10.2 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2006.10
.121

Contract entered into on
    July 17, 2006, among the Registrant, Verso Verilink, LLC
    and CM Solutions, Inc.

Incorporated by reference to
    Exhibit 10.3 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2006.10
.122

Manufacturing Agreement dated as
    of July 12, 2006 between the Registrant and CM Solutions
    Corporation.

Incorporated by reference to
    Exhibit 10.4 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2006.10
.123

Amendment to Note dated as of
    June 30, 2006 among the Registrant, CITEL Technologies,
    Inc. and CITEL Technologies Limited.

Incorporated by reference to
    Exhibit 10.5 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2006.10
.124

Agreement dated as of
    June 19, 2003 between Telesector Resources Group, Inc.,
    d/b/a Verizon Services Group and XEL Communications, Inc., which
    amendment has been assumed by Verso Verilink, LLC.

Incorporated by reference to
    Exhibit 10.6 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2006.10
.125

Amendment No. 1 to Agreement
    dated as of August 25, 2003 between Telesector Resources
    Group, Inc., d/b/a Verizon Services Group and XEL
    Communications, Inc., which amendment has been assumed by Verso
    Verilink, LLC.

Incorporated by reference to
    Exhibit 10.7 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2006. E-18




---



##### 



Exhibit No.

Exhibit

Method of Filing10
.126

Amendment No. 2 to Product
    Purchase Agreement dated as of December 12, 2003 between
    Telesector Resources Group, Inc., d/b/a Verizon Services Group
    and XEL Communications, Inc., which amendment has been assumed
    by Verso Verilink, Inc.

Incorporated by reference to
    Exhibit 10.8 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2006.10
.127

Amendment No. 3 to Product
    Purchase Agreement dated as of February 18, 2004 between
    Telesector Resources Group, Inc., d/b/a Verizon Services Group
    and XEL Communications, Inc., which amendment has been assumed
    by Verso Verilink, Inc.

Incorporated by reference to
    Exhibit 10.9 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2006.10
.128

Amendment No. 4 to Contract
    No. C0302362 dated as of November 10, 2004 between
    Telesector Resources Group, Inc., d/b/a Verizon Services Group,
    and Verilink Corporation, which amendment has been assumed by
    Verso Verilink, Inc.

Incorporated by reference to
    Exhibit 10.10 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2006.10
.129

Amendment No. 5 to Product
    Purchase Agreement dated as of March 5, 2005 between
    Telesector Resources Group, Inc., d/b/a Verizon Services Group
    and Verilink Corporation, which amendment has been assumed by
    Verso Verilink, Inc.

Incorporated by reference to
    Exhibit 10.11 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2006.10
.130

Amendment No. 6 to Product
    Purchase Agreement dated as of July 27, 2006, between Verso
    Verilink, LLC and Verizon Services Corp.

Incorporated by reference to
    Exhibit 10.12 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2006.10
.131

Amendment No. 2 to Product
    Purchase Agreement dated as of December 12, 2003 between
    Telesector Resources Group, Inc., d/b/a Verizon Services Group
    and XEL Communications, Inc., which amendment has been assumed
    by Verso Verilink, Inc. (Portions of this Exhibit 10.8 have
    been omitted pursuant to a request for confidential treatment
    filed with the Securities and Exchange Commission.)

Incorporated by reference to
    Exhibit 10.8 to the Registrants Quarterly Report on
    Form 10-Q/A
    for the quarter ended June 30, 2006.10
.132

Amendment No. 5 to Product
    Purchase Agreement dated as of March 5, 2005 between
    Telesector Resources Group, Inc., d/b/a Verizon Services Group
    and Verilink Corporation, which amendment has been assumed by
    Verso Verilink, Inc. (Portions of this Exhibit 10.11 have
    been omitted pursuant to a request for confidential treatment
    filed with the Securities and Exchange Commission.)

Incorporated by reference to
    Exhibit 10.11 to the Registrants Quarterly Report on
    Form 10-Q/A
    for the quarter ended June 30, 2006.10
.133

Security Agreement between the
    Registrant, certain of its subsidiaries and Laurus Master Fund
    dated September 20, 2006.

Incorporated by reference to
    Exhibit 99.1 to the Registrants Registration
    Statement on
    Form S-3
    filed on November 11, 2006 (No.
    333-138429).10
.134

Intellectual Property Security
    Agreement between the Registrant, certain of its subsidiaries
    and Laurus Master Fund, Ltd. dated September 20, 2006.

Incorporated by reference to
    Exhibit 99.2 to the Registrants Registration
    Statement on
    Form S-3
    filed on November 11, 2006 (No.
    333-138429).10
.135

Stock Pledge Agreement between the
    Registrant, certain of its subsidiaries and Laurus Master Fund,
    Ltd. dated September 20, 2006.

Incorporated by reference to
    Exhibit 99.3 to the Registrants Registration
    Statement on
    Form S-3
    filed on November 11, 2006 (No.
    333-138429). E-19




---



##### 



Exhibit No.

Exhibit

Method of Filing10
.136

Hypothecation of Movables between
    the Registrant, and Laurus Master Fund, Ltd. dated
    September 20, 2006.

Incorporated by reference to
    Exhibit 99.4 to the Registrants Registration
    Statement on
    Form S-3
    filed on November 11, 2006 (No.
    333-138429).10
.137

Letter Agreement between the
    Registrant and Laurus Master Fund, Ltd. dated September 20,
    2006.

Incorporated by reference to
    Exhibit 99.5 to the Registrants Registration
    Statement on
    Form S-3
    filed on November 11, 2006 (No.
    333-138429).10
.138

Verso Technologies, Inc. 1999
    Stock Incentive Plan, as amended November 7, 2006.

Incorporated by reference to
    Exhibit 99.1 to the Registrants Current Report on
    Form 8-K
    filed November 13, 2006.10
.139

Consulting and Separation
    Agreement between the Registrant and Juliet M. Reising dated
    October 13, 2006.

Incorporated by reference to
    Exhibit 99.1 to the Registrants Current Report on
    Form 8-K
    filed October 18, 2006.10
.140

Agreement between the Registrant
    and Martin D. Kidder dated October 5, 2006.

Incorporated by reference to
    Exhibit 99.2 to the Registrants Current Report on
    Form 8-K
    filed October 18, 2006.10
.141

Asset Purchase Agreement, dated as
    of December 29, 2006, among the Registrant, Paradyne
    Networks, Inc., and, for certain limited purposes, Zhone
    Technologies, Inc.

Incorporated by reference to
    Exhibit 2.1 to the Registrants Current Report on
    Form 8-K
    filed January 8, 2007.10
.142

Common Stock Purchase Warrant to
    purchase 150,000 shares of the Registrants common
    stock issued to Laurus Master Fund, Ltd., dated
    December 29, 2006.

Incorporated by reference to
    Exhibit 4.1 to the Registrants Current Report on
    Form 8-K
    filed January 8, 2007.10
.143

Common Stock Purchase Warrant to
    purchase 330,470 shares of the Registrants common
    stock issued to Laurus Master Fund, Ltd., dated
    December 29, 2006.

Incorporated by reference to
    Exhibit 4.2 to the Registrants Current Report on
    Form 8-K
    filed January 8, 2007.10
.144

License Agreement, dated as of
    December 29, 2006, between the Registrant and Paradyne
    Networks, Inc.

Incorporated by reference to
    Exhibit 99.1 to the Registrants Current Report on
    Form 8-K
    filed January 8, 2007.10
.145

Adaptation of Reseller Agreement,
    dated as of December 29, 2006, between the Registrant and
    Paradyne Networks, Inc.

Incorporated by reference to
    Exhibit 99.2 to the Registrants Current Report on
    Form 8-K
    filed January 8, 2007.10
.146

Amendment No. 1 to Asset
    Purchase Agreement, dated as of January 25, 2007, among the
    Registrant, Paradyne Networks, Inc. and Zhone Technologies, Inc.

Incorporated by reference to
    Exhibit 2.1 to the Registrants Current Report on
    Form 8-K
    filed January 31, 2007.10
.147

Securities Purchase Agreement
    dated as of January 30, 2007 among the Registrant and the
    purchasers signatory thereto.

Incorporated by reference to
    Exhibit 99.1 to the Registrants Current Report on
    Form 8-K
    filed January 31, 2007.10
.148

Securities Purchase Agreement
    dated as of February 2, 2007 among the Registrant and the
    purchasers signatory thereto.

Incorporated by reference to
    Exhibit 99.1 to the Registrants Current Report on
    Form 8-K
    filed February 6, 2007.10
.149

Securities Purchase Agreement
    dated as of February 5, 2007 among the Registrant and the
    purchasers signatory thereto.

Incorporated by reference to
    Exhibit 99.3 to the Registrants Current Report on
    Form 8-K
    filed February 6, 2007.10
.150

Amendment No. 2 to Asset
    Purchase Agreement, dated as of February 7, 2007, among the
    Registrant, Paradyne Networks, Inc. and Zhone Technologies, Inc.

Incorporated by reference to
    Exhibit 2.1 to the Registrants Current Report on
    Form 8-K
    filed February 12, 2007. E-20




---



##### 



Exhibit No.

Exhibit

Method of Filing10
.151

Securities Purchase Agreement
    dated as of February 9, 2007 among the Registrant and the
    purchaser signatory thereto.

Incorporated by reference to
    Exhibit 99.1 to the Registrants Current Report on
    Form 8-K
    filed February 12, 2007.10
.152

Security Agreement between the
    Registrant, certain of its subsidiaries and Laurus Master Fund
    Ltd. dated September 20, 2006.

Incorporated by reference to
    Exhibit 99.1 to the Registrants Registration
    Statement on
    Form S-3
    (No.
    333-138429).10
.153

Intellectual Property Security
    Agreement between the Registrant, certain of its subsidiaries
    and Laurus Master Fund, Ltd. dated September 20, 2006.

Incorporated by reference to
    Exhibit 99.2 to the Registrants Registration
    Statement on
    Form S-3
    (No.
    333-138429).10
.154

Stock Pledge Agreement between the
    Registrant, certain of its subsidiaries and Laurus Master Fund,
    Ltd. dated September 20, 2006.

Incorporated by reference to
    Exhibit 99.3 to the Registrants Registration
    Statement on
    Form S-3
    (No.
    333-138429).10
.155

Hypothecation of Movables between
    the Registrant and Laurus Master Fund, Ltd. dated
    September 20, 2006.

Incorporated by reference to
    Exhibit 99.4 to the Registrants Registration
    Statement on
    Form S-3
    (No.
    333-138429).10
.156

Letter Agreement between the
    Registrant and Laurus Master Fund, Ltd. dated September 20,
    2006.

Incorporated by reference to
    Exhibit 99.5 to the Registrants Registration
    Statement on
    Form S-3
    (No.
    333-138429).10
.157

Form of Sellers
    Non-Competition Agreement entered into in connection with the
    Registrants acquisition of the assets of WSECI, Inc.

Incorporated by reference to
    Exhibit 99.1 to the Registrants Current Report on
    Form 8-K
    filed March 1, 2005.10
.158

Intellectual Property Assignment
    dated as of March 26, 2007, among the Registrant, Paradyne
    Networks, Inc. and Paradyne Corporation.

Previously filed.10
.159

Exclusive License Agreement dated
    as of March 23, 2007, between the Registrant and Arcadia
    Patent Acquisition Corporation.

Previously filed.16
.1

Letter from Grant Thornton LLP
    dated April 16, 2006.

Incorporated by reference to
    Exhibit 16.1 to the Registrants Current Report on
    Form 8-K
    filed April 14, 2006.16
.2

Letter from Grant Thornton LLP
    dated June 16, 2006.

Incorporated by reference to
    Exhibit 16.1 to the Registrants Current Report on
    Form 8-K
    filed June 16, 2006.21
.1

Subsidiaries of the Registrant.

Previously filed.23
.1

Consent of Tauber &
    Balser, P.C.

Previously filed.23
.2

Consent of Grant Thornton LLP

Previously filed.31
.1

Rule 13a-14(a)/15d-14(a)
    Certification by the Registrants Chief Executive Officer.

Filed herewith.31
.2

Rule 13a-14(a)/15d-14(a)
    Certification by the Registrants Chief Financial Officer.

Filed herewith.32
.1

Section 1350 Certification by
    the Registrants Chief Executive Officer.

Filed herewith.32
.2

Section 1350 Certification by
    the Registrants Chief Financial Officer.

Filed herewith.  E-21