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                                                                    Exhibit 4.62

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE, SOLD OR
TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO, OR AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS
AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.

                                     WARRANT

                            TO PURCHASE COMMON STOCK

                                       OF

                            VERSO TECHNOLOGIES, INC.

ISSUE DATE: _________                                           WARRANT NO. __

      THIS CERTIFIES that _______________________ or any subsequent holder
hereof (the "Holder"), has the right to purchase from VERSO TECHNOLOGIES, INC.,
a Minnesota corporation (the "Company"), up to [________] fully paid and
nonassessable shares of the Company's common stock, par value $0.01 per share
(the "Common Stock"), subject to adjustment and the other terms as provided
herein, at a price per share equal to the Exercise Price (as defined below), at
any time and from time to time beginning on the date this Warrant is originally
issued (the "Issue Date") and ending at 6:00 p.m., eastern time, on the
ninetieth (90th) day following the Issue Date (the "Expiration Date"). This
Warrant is issued in connection with the financing conducted by the Company
pursuant to that certain Securities Purchase Agreement, dated as of February 4,
2005 (the "Securities Purchase Agreement"). Capitalized terms used herein and
not otherwise defined shall have the respective meanings set forth in the
Securities Purchase Agreement.

      1. Exercise.

      (a) Right to Exercise; Exercise Price. The Holder shall have the right to
exercise this Warrant at any time and from time to time during the period
beginning on the Issue Date and ending on the Expiration Date as to all or any
part of the shares of Common Stock covered hereby (the "Warrant Shares"). The
"Exercise Price" for each Warrant Share purchased by the Holder upon the
exercise of this Warrant shall be equal to seventy eight cents ($.78), subject
to adjustment for the events specified in Section 6 below.

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      (b) Exercise Notice. In order to exercise this Warrant, the Holder shall
send to the Company by facsimile transmission, at any time prior to 6:00 p.m.,
eastern time, on the Business Day on which the Holder wishes to effect such
exercise (the "Exercise Date"), (i) a notice of exercise in substantially the
form attached hereto as Exhibit A (the "Exercise Notice"), (ii) a copy of the
original Warrant, and (iii) the Exercise Price by wire transfer of immediately
available funds. The Exercise Notice shall state the name or names in which the
shares of Common Stock that are issuable on such exercise shall be issued. In
the case of a dispute between the Company and the Holder as to the calculation
of the Exercise Price or the number of Warrant Shares issuable hereunder
(including, without limitation, the calculation of any adjustment pursuant to
Section 6 below), the Company shall issue to the Holder the number of Warrant
Shares that are not disputed within the time periods specified in Section 2
below and shall submit the disputed calculations to a certified public
accounting firm of national reputation (other than the Company's regularly
retained accountants) within two (2) Business Days following the date on which
the Holder's Exercise Notice is delivered to the Company. The Company shall
cause such accountant to calculate the Exercise Price and/or the number of
Warrant Shares issuable hereunder and to notify the Company and the Holder of
the results in writing no later than three (3) Business Days following the day
on which such accountant received the disputed calculations (the "Dispute
Procedure"). Such accountant's calculation shall be deemed conclusive absent
manifest error. The fees of any such accountant shall be borne by the party
whose calculations were most at variance with those of such accountant.

      (c) Holder of Record. The Holder shall, for all purposes, be deemed to
have become the holder of record of the Warrant Shares specified in an Exercise
Notice on the Exercise Date specified therein, irrespective of the date of
delivery of such Warrant Shares. Except as specifically provided herein, nothing
in this Warrant shall be construed as conferring upon the Holder hereof any
rights as a stockholder of the Company prior to the Exercise Date.

      (d) Cancellation of Warrant. This Warrant shall be canceled upon its
exercise in full and, if this Warrant is exercised in part, the Company shall,
at the time that it delivers Warrant Shares to the Holder pursuant to such
exercise as provided herein, issue a new warrant, and deliver to the Holder a
certificate representing such new warrant, with terms identical in all respects
to this Warrant (except that such new warrant shall be exercisable into the
number of shares of Common Stock with respect to which this Warrant shall remain
unexercised); provided, however, that the Holder shall be entitled to exercise
all or any portion of such new warrant at any time following the time at which
this Warrant is exercised, regardless of whether the Company has actually issued
such new warrant or delivered to the Holder a certificate therefor.

      2. Delivery of Warrant Shares Upon Exercise. Upon receipt of a fax copy of
an Exercise Notice pursuant to Section 1 above, the Company shall, (A) no later
than the close of business on the later to occur of (i) the third (3rd) Business
Day following the Exercise Date specified in such Exercise Notice and (ii) such
later date on which the Company shall have received payment of the Exercise
Price, and (B) with respect to Warrant Shares that are the subject of a Dispute
Procedure, the close of business on the third (3rd) Business Day following the
determination made pursuant to Section 1(b) (each of the dates specified in (A)
or (B) being referred to as a "Delivery Date"), issue and deliver or caused to
be delivered to the Holder the number of Warrant Shares as shall be determined
as provided herein. The Company shall effect delivery of Warrant Shares to the
Holder, as long as the Company's designated transfer agent

                                      -2-

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(the "Transfer Agent") participates in the Depository Trust Company ("DTC") Fast
Automated Securities Transfer program ("FAST") and no restrictive legend is
required pursuant to the terms of this Warrant or the Securities Purchase
Agreement, by crediting the account of the Holder or its nominee at DTC (as
specified in the applicable Exercise Notice) with the number of Warrant Shares
required to be delivered, no later than the close of business on such Delivery
Date. In the event that the Transfer Agent is not a participant in FAST or if
the Holder so specifies in a Exercise Notice or otherwise in writing on or
before the Exercise Date, the Company shall effect delivery of Warrant Shares by
delivering to the Holder or its nominee physical certificates representing such
Warrant Shares, no later than the close of business on such Delivery Date.
Warrant Shares delivered to the Holder shall not contain any restrictive legend
unless such legend is required pursuant to the terms of the Securities Purchase
Agreement.

      3. Failure to Deliver Warrant Shares.

      (a) In the event that the Company fails for any reason to deliver to the
Holder the number of Warrant Shares specified in the applicable Exercise Notice
on or before the Delivery Date therefor (an "Exercise Default"), the Company
shall pay to the Holder payments ("Exercise Default Payments") in the amount of
(i) (N/365) multiplied by (ii) the aggregate Exercise Price of the Warrant
Shares which are the subject of such Exercise Default multiplied by (iii) the
lower of twelve percent (12%) per annum and the maximum rate permitted by
applicable law (the "Default Interest Rate"), where "N" equals the number of
days elapsed between the original Delivery Date of such Warrant Shares and the
date on which all of such Warrant Shares are issued and delivered to the Holder.
Cash amounts payable hereunder shall be paid on or before the fifth (5th)
Business Day of each calendar month following the calendar month in which such
amount has accrued.

      (b) In the event of an Exercise Default, the Holder may, upon written
notice to the Company (an "Exercise Default Notice"), regain on the date of such
notice the rights of the Holder under the exercised portion of this Warrant that
is the subject of such Exercise Default. In the event of such Exercise Default
and delivery of an Exercise Default Notice, the Holder shall retain all of the
Holder's rights and remedies with respect to the Company's failure to deliver
such Warrant Shares (including without limitation the right to receive the cash
payments specified in Section 3(a) above).

      (c) The Holder's rights and remedies hereunder are cumulative, and no
right or remedy is exclusive of any other. In addition to the amounts specified
herein, the Holder shall have the right to pursue all other remedies available
to it at law or in equity (including, without limitation, a decree of specific
performance and/or injunctive relief). Nothing herein shall limit the Holder's
right to pursue actual damages for the Company's failure to issue and deliver
Warrant Shares on the applicable Delivery Date (including, without limitation,
damages relating to any purchase of Common Stock by the Holder to make delivery
on a sale effected in anticipation of receiving Warrant Shares upon exercise,
such damages to be in an amount equal to (A) the aggregate amount paid by the
Holder for the Common Stock so purchased minus (B) the aggregate amount of net
proceeds, if any, received by the Holder from the sale of the Warrant Shares
issued by the Company pursuant to such exercise).

                                      -3-

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      4. Exercise Limitations. In no event shall a Holder be permitted to
exercise this Warrant, or part hereof, if, upon such exercise, the number of
shares of Common Stock beneficially owned by the Holder (other than shares which
would otherwise be deemed beneficially owned except for being subject to a
limitation on conversion or exercise analogous to the limitation contained in
this Section 4), would exceed 4.99% of the number of shares of Common Stock then
issued and outstanding. As used herein, beneficial ownership shall be determined
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended, and the rules thereunder. To the extent that the limitation contained
in this Section 4 applies, the submission of an Exercise Notice by the Holder
shall be deemed to be the Holder's representation that this Warrant is
exercisable pursuant to the terms hereof and the Company shall be entitled to
rely on such representation without making any further inquiry as to whether
this Section 4 applies. Nothing contained herein shall be deemed to restrict the
right of a Holder to exercise this Warrant, or part thereof, at such time as
such exercise will not violate the provisions of this Section 4. This Section 4
may not be amended unless such amendment is approved by the holders of a
majority of the Common Stock then outstanding; provided, however, that the
limitations contained in this Section 4 shall cease to apply (x) upon sixty (60)
days' prior written notice from the Holder to the Company, or (y) immediately
upon written notice from the Holder to the Company at any time after the public
announcement or other disclosure of a Major Transaction (as defined below) or a
Change of Control.

      5. Payment of the Exercise Price; Cashless Exercise. The Holder may pay
the Exercise Price in either of the following forms or, at the election of
Holder, a combination thereof:

      (a) through a cash exercise (a "Cash Exercise") by delivering immediately
available funds, or

      (b) through a cashless exercise (a "Cashless Exercise"), as hereinafter
provided. The Holder may effect a Cashless Exercise by surrendering this Warrant
to the Company and noting on the Exercise Notice that the Holder wishes to
effect a Cashless Exercise, upon which the Company shall issue to the Holder the
number of Warrant Shares determined as follows:

          X = Y x (A-B)/A

where:    X = the number of Warrant Shares to be issued to the Holder;

          Y = the number of Warrant Shares with respect to which this Warrant is
          being exercised;

          A = the Market Price as of the Exercise Date; and

          B = the Exercise Price.

For purposes of Rule 144, it is intended and acknowledged that the Warrant
Shares issued in a Cashless Exercise transaction shall be deemed to have been
acquired by the Holder, and the holding period for the Warrant Shares required
by Rule 144 shall be deemed to have been commenced, on the Issue Date.

                                      -4-

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      6. Anti-Dilution Adjustments; Distributions; Other Events. The Exercise
Price and the number of Warrant Shares issuable hereunder shall be subject to
adjustment from time to time as provided in this Section 6. In the event that
any adjustment of the Exercise Price required herein results in a fraction of a
cent, the Exercise Price shall be rounded up or down to the nearest one
hundredth of a cent.

      (a) Subdivision or Combination of Common Stock. If the Company, at any
time after the Issue Date, subdivides (by any stock split, stock dividend,
recapitalization, reorganization, reclassification or otherwise) the outstanding
shares of Common Stock into a greater number of shares, then effective upon the
close of business on the record date for effecting such subdivision, the
Exercise Price in effect immediately prior to such subdivision will be
proportionately reduced. If the Company, at any time after the Issue Date,
combines (by reverse stock split, recapitalization, reorganization,
reclassification or otherwise) the outstanding shares of Common Stock into a
smaller number of shares, then, effective upon the close of business on the
record date for effecting such combination, the Exercise Price in effect
immediately prior to such combination will be proportionally increased.

      (b) Distributions. If, at any time after the Issue Date, the Company
declares or makes any distribution of cash or any other assets (or rights to
acquire such assets) to holders of Common Stock, as a partial liquidating
dividend or otherwise, including without limitation any dividend or distribution
to the Company's stockholders in shares (or rights to acquire shares) of capital
stock of a subsidiary) (a "Distribution"), the Company shall deliver written
notice of such Distribution (a "Distribution Notice") to the Holder at least
thirty (30) days prior to the earlier to occur of (i) the record date for
determining stockholders entitled to such Distribution (the "Record Date") and
(ii) the date on which such Distribution is made (the "Distribution Date") (the
earlier of such dates being referred to as the "Determination Date"). In the
Distribution Notice to a Holder, the Company shall indicate whether the Company
has elected (A) to deliver to such Holder, upon any exercise of this Warrant
after the Determination Date, the same amount and type of assets being
distributed in such Distribution as though the Holder were, on the Determination
Date, a holder of a number of shares of Common Stock into which this Warrant is
exercisable as of such Determination Date (such number of shares to be
determined at the Exercise Price then in effect and without giving effect to any
limitations on such exercise) or (B) upon any exercise of this Warrant on or
after the Determination Date, to reduce the Exercise Price applicable to such
exercise by reducing the Exercise Price in effect on the Business Day
immediately preceding the Record Date by an amount equal to the fair market
value of the assets to be distributed divided by the number of shares of Common
Stock as to which such Distribution is to be made, such fair market value to be
reasonably determined in good faith by the Company's Board of Directors. If the
Company does not notify the Holders of its election pursuant to the preceding
sentence on or prior to the Determination Date, the Company shall be deemed to
have elected clause (A) of the preceding sentence.

      (c) Major Transactions. In the event of a merger, consolidation, business
combination, tender offer, exchange of shares, recapitalization, reorganization,
redemption or other similar event, as a result of which shares of Common Stock
shall be changed into the same or a different number of shares of the same or
another class or classes of stock or securities or other assets of the Company
or another entity or the Company shall sell all or substantially all of

                                      -5-

<PAGE>

its assets (each of the foregoing being a "Major Transaction"), the Company will
give the Holder at least twenty (20) Trading Days written notice prior to the
earlier of (x) the closing or effectiveness of such Major Transaction and (y)
the record date for the receipt of such shares of stock or securities or other
assets. In the event of a Major Transaction, the Holder shall be permitted
either (i) where the surviving entity in a Major Transaction does not have a
class of equity security registered pursuant to Section 12 of the Exchange Act,
or such equity security does not trade on a national exchange or automated
quotation system, to require the Company to repurchase this Warrant for an
amount equal to the value of this Warrant calculated pursuant to the
Black-Scholes pricing model or (ii) to exercise this Warrant in whole or in part
at any time prior to the record date for the receipt of such consideration and
shall be entitled to receive, for each share of Common Stock issuable to Holder
upon such exercise, the same per share consideration payable to the other
holders of Common Stock in connection with such Major Transaction. If and to the
extent that the Holder retains any portion of this Warrant following such record
date, the Company will cause the surviving or, in the event of a sale of assets,
purchasing entity, as a condition precedent to such Major Transaction, to assume
the obligations of the Company under this Warrant, with such adjustments to the
Exercise Price and the securities covered hereby as may be necessary in order to
preserve the economic benefits of this Warrant to the Holder.

      (d) Adjustments; Additional Shares, Securities or Assets. In the event
that at any time, as a result of an adjustment made pursuant to this Section 6,
the Holder of this Warrant shall, upon exercise of this Warrant, become entitled
to receive securities or assets (other than Common Stock) then, wherever
appropriate, all references herein to shares of Common Stock shall be deemed to
refer to and include such shares and/or other securities or assets; and
thereafter the number of such shares and/or other securities or assets shall be
subject to adjustment from time to time in a manner and upon terms as nearly
equivalent as practicable to the provisions of this Section 6. Any adjustment
made herein that results in a decrease in the Exercise Price shall also effect a
proportional increase in the number of shares of Common Stock into which this
Warrant is exercisable.

      7. Fractional Interests.

         No fractional shares or scrip representing fractional shares shall
be issuable upon the exercise of this Warrant, but on exercise of this Warrant,
the Holder hereof may purchase only a whole number of shares of Common Stock.
If, on exercise of this Warrant, the Holder hereof would be entitled to a
fractional share of Common Stock or a right to acquire a fractional share of
Common Stock, the Company shall, in lieu of issuing any such fractional share,
pay to the Holder an amount in cash equal to the product resulting from
multiplying such fraction by the Market Price as of the Exercise Date.

      8. Transfer of this Warrant.

         The Holder may sell, transfer, assign, pledge or otherwise dispose
of this Warrant, in whole or in part, as long as such sale or other disposition
is made pursuant to an effective registration statement or an exemption from the
registration requirements of the Securities Act. Upon such transfer or other
disposition (other than a pledge), the Holder shall deliver this Warrant to the
Company together with a written notice to the Company, substantially in the form

                                      -6-

<PAGE>

of the Transfer Notice attached hereto as Exhibit B (the "Transfer Notice"),
indicating the person or persons to whom this Warrant shall be transferred and,
if less than all of this Warrant is transferred, the number of Warrant Shares to
be covered by the part of this Warrant to be transferred to each such person.
Within three (3) Business Days of receiving a Transfer Notice and the original
of this Warrant, the Company shall deliver to the each transferee designated by
the Holder a Warrant or Warrants of like tenor and terms for the appropriate
number of Warrant Shares and, if less than all this Warrant is transferred,
shall deliver to the Holder a Warrant for the remaining number of Warrant
Shares.

      9. Benefits of this Warrant.

         This Warrant shall be for the sole and exclusive benefit of the
Holder of this Warrant and nothing in this Warrant shall be construed to confer
upon any person other than the Holder of this Warrant any legal or equitable
right, remedy or claim hereunder.

      10. Loss, theft, destruction or mutilation of Warrant.

          Upon receipt by the Company of evidence of the loss, theft,
destruction or mutilation of this Warrant, and (in the case of loss, theft or
destruction) of indemnity reasonably satisfactory to the Company, and upon
surrender of this Warrant, if mutilated, the Company shall execute and deliver a
new Warrant of like tenor and date.

      11. Notice or Demands.

          Any notice, demand or request required or permitted to be given by
the Company or the Holder pursuant to the terms of this Warrant shall be in
writing and shall be deemed delivered (i) when delivered personally or by
verifiable facsimile transmission, unless such delivery is made on a day that is
not a Business Day, in which case such delivery will be deemed to be made on the
next succeeding Business Day, (ii) on the next Business Day after timely
delivery to an overnight courier and (iii) on the Business Day actually received
if deposited in the U.S. mail (certified or registered mail, return receipt
requested, postage prepaid), addressed as follows:

           If to the Company:

           Verso Technologies, Inc.
           400 Galleria Parkway, Suite 300
           Atlanta, GA 30339
           Attn: Chief Financial Officer
           Tel: (678) 589-3500
           Fax: (678) 589-3780

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<PAGE>

           with a copy (which shall not constitute notice) to:

           Rogers & Hardin LLP
           2700 International Tower
           229 Peachtree Street NE
           Atlanta, GA 30303
           Attn: Robert C. Hussle, Esq.
           Tel: (404) 522-4700
           Fax: (404) 525-2224

and if to the Holder, to such address as the Holder shall have furnished to the
Company in writing.

      12. Applicable Law.

          This Warrant is issued under and shall for all purposes be governed
by and construed in accordance with the laws of the State of New York applicable
to contracts made and to be performed entirely within the State of New York.

      13. Amendments.

          No amendment, modification or other change to, or waiver of any
provision of, this Warrant may be made unless such amendment, modification or
change is (A) set forth in writing and is signed by the Company and the Holder
and (B) agreed to in writing by the holders of at least a majority of the number
of shares into which the Warrants are exercisable (without regard to any
limitation contained herein on such exercise), it being understood that upon the
satisfaction of the conditions described in (A) and (B) above, each Warrant
(including any Warrant held by the Holder who did not execute the agreement
specified in (B) above) shall be deemed to incorporate any amendment,
modification, change or waiver effected thereby as of the effective date
thereof.

      14. Entire Agreement.

          This Warrant and the other Transaction Documents constitute the
entire agreement among the parties hereto with respect to the subject matter
hereof and thereof. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein and therein. This
Warrant and the other Transaction Documents supersede all prior agreements and
understandings among the parties hereto with respect to the subject matter
hereof and thereof.

      15. Headings.

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

                           [Signature Page to Follow]

                                      -8-

<PAGE>

      IN WITNESS WHEREOF, the Company has duly executed and delivered this
Warrant as of the Issue Date.

                                     VERSO TECHNOLOGIES, INC.

                                     By: _________________________
                                         Name:
                                         Title:

<PAGE>

                                                            EXHIBIT A to WARRANT

                                 EXERCISE NOTICE

      The undersigned Holder hereby irrevocably exercises the right to
purchase ___________ of the shares of Common Stock ("Warrant Shares") of VERSO
TECHNOLOGIES, INC. evidenced by the attached Warrant (the "Warrant").
Capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Warrant.

      1. Form of Exercise Price. The Holder intends that payment of the Exercise
Price shall be made as:

          ______ a Cash Exercise with respect to _______________ Warrant Shares;
and/or

          ______ a Cashless Exercise with respect to _________________ Warrant
Shares, as permitted by Section 5(b) of the attached Warrant.

      2. Payment of Exercise Price. In the event that the Holder has elected a
Cash Exercise with respect to some or all of the Warrant Shares to be issued
pursuant hereto, the Holder shall pay the sum of $________________ to the
Company in accordance with the terms of the Warrant.

Date: ______________________

__________________________________
    Name of Registered Holder

By: ________________________
    Name:
    Title:

<PAGE>

                                                            EXHIBIT B to WARRANT

                                 TRANSFER NOTICE

FOR VALUE RECEIVED, the undersigned Holder of the attached Warrant hereby sells,
assigns and transfers unto the person or persons named below the right to
purchase ____________ shares of the Common Stock of _____________________
evidenced by the attached Warrant.

Date: ______________________

___________________________________
      Name of Registered Holder

By: _______________________________
    Name:
    Title:

Transferee Name and Address:

___________________________________

___________________________________

___________________________________