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Consulting and Separation Agreement

CONSULTING AND SEPARATION AGREEMENT

THIS CONSULTING AND SEPARATION AGREEMENT (this Agreement) is made and entered into as of the 13th day of October 2006, between JULIET M. REISING, a resident of the State of Georgia (Executive), and VERSO TECHNOLOGIES, INC., a Minnesota corporation (the Company).

W I T N E S S E T H:

WHEREAS, Executive has heretofore served as the Companys Executive Vice President and Chief Financial Officer, and Executive desires to resign her positions with the Company in order to pursue other opportunities; and

WHEREAS the Company and Executive each desire to enter into this Agreement to set forth in writing the terms and conditions of Executives resignation of all positions with, and separation from, the Company, its subsidiaries and affiliates;

NOW, THEREFORE, in consideration of the premises and of the promises and agreements hereinafter set forth, the parties hereto, intending to be legally bound, do hereby agree as follows:

Section 1. Separation; Separation Date. The Company and Executive separate by mutual agreement, and such separation shall be deemed to be a termination of Executives employment without cause under and within the meaning of that certain Amended and Restated Employment Agreement between the Company and Executive dated as of October 1, 2005 (the Employment Agreement). In order to effect such separation, Executive hereby resigns as the Executive Vice President and Chief Financial Officer of the Company and from all other positions Executive holds with the Company, its subsidiaries and affiliates effective as of November 1, 2006 (the Effective Date).

Section 2. Payments and Benefits. Executive shall receive the compensation and benefits pursuant to Section 10.1.1(ii) of the Employment Agreement commencing on December 1, 2006; provided, however that if there shall occur a Change in Control (as that term is defined in the Employment Agreement) at any time prior to December 31, 2008, then Executive shall receive all remaining compensation due her pursuant to Section 10.1.1(ii)(2) of the Employment Agreement in a lump-sum within ten (10) business days of such Change in Control.

Section 3. Continuation Period and Compensation. For the period commencing on the Effective Date and continuing through November 30, 2006 (the Employment Continuation Period), Executive shall continue to serve as an employee of the Company and, in such capacity, shall perform such executive-level services comparable in scope to those previously performed by Executive for or on behalf of the Company in order to facilitate the orderly transition of matters for which Executive has heretofore been responsible. For the services rendered by Executive during the Employment Continuation Period, Executive shall continue to receive the same salary and benefits to which Executive is currently entitled. For the

period commencing on December 1, 2006 and continuing through January 1, 2007 (the Consultancy Period), Executive shall be available to consult with the Company and respond to appropriate inquiries on such matters pertaining to the Companys business as may, from time to time, be reasonably requested of Executive by the Company; provided, however, that such services shall be limited to executive-level services comparable in scope to those previously performed by Executive for or on behalf of the Company. In this regard, Executive shall be available throughout the Consultancy Period at reasonable times, and upon reasonable notice, to meet, in person or via telephone, with the Company, for the purposes of providing such consulting services; provided, however, that the foregoing shall not be deemed to restrict Executive from engaging in any part or full-time employment with, or providing consulting services to, someone other than the Company. In consideration of such consultancy services and the other matters herein, the Company shall grant to Executive on or before December 1, 2006 an aggregate of 66,936 shares of restricted stock pursuant to the Companys 1999 Stock Incentive Plan, as amended, which shares shall vest on January 1, 2007.

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