ASSIGNMENT AND ASSUMPTION AGREEMENT (US)

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Exhibit 99.2

ASSIGNMENT AND ASSUMPTION AGREEMENT (US)

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"), dated as of

January 21, 2005, is entered into by and between Citel Technologies, Inc., a

Delaware corporation ("Purchaser"), and Verso Technologies, Inc., a Minnesota

corporation, MCK Communications, Inc., a Nevada corporation, MCK Communications,

Inc., a Delaware corporation, MCK Telecommunications Inc., a Yukon Territory

corporation, and Digital Techniques, Inc., a Texas corporation (collectively,

"Sellers"), pursuant to the Asset Purchase Agreement (as amended, supplemented

or otherwise modified from time to time in accordance with its terms, the "Asset

Purchase Agreement"), dated as of January 21, 2005, by and among Purchaser,

Sellers, Citel Technologies Limited, company number 02459517, a corporation

organized under the laws of England and Wales, and MCK Canada Operations Inc., a

corporation organized under the laws of British Columbia. Each of the Purchaser

and Sellers is referred to herein individually as a "Party" and together as the

"Parties." Capitalized terms used herein but not defined herein shall have the

meanings set forth in the Asset Purchase Agreement.

RECITALS:

WHEREAS, pursuant to Section 2.1(j) of the Asset Purchase Agreement,

Sellers and Purchaser have agreed that the Purchaser shall purchase, acquire,

accept and assume from Sellers, all of each Seller's right, title and interest

in, to and under, and all obligations under or relating to, the Contracts set

forth on Annex A hereto (the "Assigned Contracts"); and

WHEREAS, pursuant to Section 3.1 of the Asset Purchase Agreement and

subject to Section 3.2 thereto, Sellers and Purchaser have agreed that the

Purchaser shall assume and become liable for each of the Liabilities set forth

on Annex B hereto (the "Assumed Liabilities").

NOW THEREFORE, in consideration of the mutual promises and covenants set

forth in this Agreement, and for other good and valuable consideration, the

receipt and sufficiency of which is hereby acknowledged and accepted, each Party

hereby agrees as follows:

1. Assignment and Assumption of Assigned Contracts. Upon the terms and

subject to the condition set forth in the Asset Purchase Agreement from and

after the Closing, (a) each Seller does hereby assign and delegate to Purchaser

all of such Seller's right, title and interest in, to and under, and all

obligations under or relating to, the Assigned Contracts and (b) Purchaser does

hereby assume and agrees to pay, defend, discharge and perform as and when due

all Liabilities and obligations to perform arising under or relating to each of

the Assigned Contracts, except Liabilities, even if arising post-Closing, for

performance under the Assigned Contracts prior to Closing.

2. Assumption of Assumed Liabilities. Upon the terms and subject to the

condition set forth in the Asset Purchase Agreement, Purchaser does hereby

assume, and from and after the Closing shall be obligated to pay, perform and

discharge when due the Assumed Liabilities. Purchaser assumes no Excluded

Liabilities, and the parties hereto agree that all such Excluded Liabilities

shall remain the sole responsibility of Sellers.

Assignment and Assumption Agreement (US)

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3. Relationship to Asset Purchase Agreement. Sellers make no express or

implied representations or warranties in this Agreement of any kind whatsoever

with respect to the Assigned Contracts. This Agreement in no way defeats,

limits, alters, impairs, enhances or enlarges any right, obligation, claim or

remedy under the Asset Purchase Agreement, including any rights the Parties may

have under the representations, warranties and indemnities set forth therein. If

any provision of this Agreement is construed to conflict with a provision of the

Asset Purchase Agreement, the provision in the Asset Purchase Agreement shall be

deemed controlling.

4. Governing Law; Waiver of Jury Trial. This Agreement shall be governed

by, and interpreted in accordance with, the laws of the State of New York

applicable to contracts made and to be performed entirely within that State,

without reference to its conflict of laws rules. Each of the Sellers and

Purchaser irrevocably consents to the service of process in any action or

proceeding hereunder by the mailing of copies thereof by registered or certified

airmail, postage prepaid, to the address specified in Section 15.4 of the Asset

Purchase Agreement. The foregoing shall not limit the rights of any Party to

serve process in any other manner permitted by applicable law or regulation or

to obtain execution of judgment in any other jurisdiction.

5. Binding Effect; Assignment: No Third Party Beneficiary. Except as

otherwise expressly provided herein, the provisions hereof shall inure to the

benefit of, and be binding upon, each of the Sellers and Purchaser and its

respective successors and assigns. Neither this Agreement nor any rights

hereunder shall be assignable by any Party without the prior written consent of

the other Party. This Agreement is for the sole benefit of the Parties and their

respective successors and permitted assigns and nothing herein, express or

implied, is intended or shall confer upon any other person or entity any legal

or equitable right, benefit or remedy of any nature whatsoever under or by

reason of this Agreement.

6. Counterparts. This Agreement may be executed in two or more

counterparts, each of which shall be deemed to constitute an original, but all

of which together shall constitute one and the same document.

[Remainder of Page Intentionally Left Blank]

Assignment and Assumption Agreement (US)

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IN WITNESS WHEREOF, the Parties have caused this Assignment and Assumption

Agreement to be executed as of the date first written above by their respective

officers thereunto duly authorized.

SELLERS:

Verso Technologies, Inc. MCK Communications, Inc. (NV)

By: /s/ Juliet M. Reising By: /s/ Juliet M. Reising

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

Name: Juliet M. Reising Name: Juliet M. Reising

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

Title: Executive Vice President Title: Vice President

and Chief Financial Officer ---------------------------

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

MCK Communications, Inc. (DE) MCK Telecommunications Inc.

By: /s/ Juliet M. Reising By: /s/ Juliet M. Reising

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

Name: Juliet M. Reising Name: Juliet M. Reising

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

Title: Vice President Title: President

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

Digital Techniques, Inc.

By: /s/ Juliet M. Reising

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

Name: Juliet M. Reising

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Title: Vice President

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

PURCHASER:

Citel Technologies, Inc.

By: /s/ Nicholas G. Gretton

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

Name: Nicholas G. Gretton

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

Title: Chief Executive Officer,

President and Secretary

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

Assignment and Assumption Agreement (US)

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ANNEX A

ASSIGNED CONTRACTS

SCHEDULE 2.1(j): CONTRACTS - The Assigned Contracts are those identified with an

X in the Purchased Asset column.

ACTIVE (NON-DTI)

<TABLE>

<CAPTION>

ACCOUNT MCK

TYPE NUMBER PARTY COUNTERPARTY

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

<S> <C> <C> <C>

Development/manufacturing MCK-NV ABS Business Systems (Alcatel)

OEM ALC003 MCK-? Alcatel Business Systems

Distributor ANI006 MCK-NV Anixter Canada

Distributor ANI010 MCK-NV Anixter Europe Holdings B.V.

Reseller BCS001 MCK-NE BellSouth Communication Systems, LLC

Value Add Distributor MCK-DE Dacon Electronics Plc

Distributor MCK-NV Dacon Electronics Plc

OEM MCK-NV Dictaphone Corporation

Value Add Distributor DIG013 MCK-DE Digital Techniques (Asia) Limited

OEM MCK-DE Ericsson Business Networks AB

Distributor GBH002 MCK-DE GBH Distributing, Inc.

Value Add Distributor IME001 MCK-DE Imeco Telecom Inc.

Distributor MCK-DE Iwatsu America, Inc.

Distributor NEC001 MCK-DE NEC America, Inc.

Distributor MCK-NV NEC America, Inc.

Product Development MCK-NV NEC Corporation and NEC America, Inc.

<CAPTION>

AGREEMENT PURCHASED EXCLUDED CONSENT

ACCOUNT DATE ASSET ASSET REQUIRED

TYPE NUMBER MM/DD/YY SCHEDULE 2.1(j) SCHEDULE 2.2 SCHEDULE 5.3

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

<S> <C> <C> <C> <C> <C>

Development/manufacturing 04/27/99 X Yes

OEM ALC003 11/14/00 X Yes

Distributor ANI006 06/10/99 X No

Distributor ANI010 06/3/01,05/12/04 X No

amendment

Reseller BCS001 09/11/98 X Yes

Value Add Distributor 03/05/02 X No

Distributor 01/14/99 X No

OEM 03/03/98 X Yes

Value Add Distributor DIG013 07/02/02 X No

OEM 08/01/00 X No

Distributor GBH002 10/26/01 X No

Value Add Distributor IME001 07/31/02 X No

Distributor 07/31/00 X Yes

Distributor NEC001 01/25/00 X Yes

Distributor 01/22/99 X Yes

Product Development 01/31/97 See note below* See note below* Yes

</TABLE>

Assignment and Assumption Agreement (US)

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<TABLE>

<CAPTION>

ACCOUNT MCK

TYPE NUMBER PARTY COUNTERPARTY

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

<S> <C> <C> <C>

OEM MCK-DE Nitsuko America

Distributor SPR005 MCK-NV North Supply Company (Sprint)

Manufacturer MCK- ? OEM Worldwide LLC

Distributor MCK-DE Optus, Inc.

Distributor PAN002 Verso Panasonic Communications Company (UK) Ltd. and Panasonic

Business Systems

Distributor Verso Panasonic Communications Company (UK) Ltd. and Panasonic

Marketing Europe GmbH

OEM POS002 MCK-DE Positron Public Safety Systems, Inc.

Distributor SBC002 MCK-DE SBC Services, Inc.

Distribution CAT005 MCK-? ScanSource, Inc. d/b/a Catalyst Telecom

Distributor TEL119 MCK-DE TeleCorp, Inc.

Value Add Distributor TEL122 MCK-DE Teleswitch Communications, Inc.

Distributor TOS001 MCK-DE Toshiba America Information Systems, Inc.

Distributor VER012 MCK-? Verizon Network Integration Corp.

Master Support Agreement MCK- ? Vital Network Services, L.L.C.

Distributor VOD002 MCK-DE Voda One Corp.(nka Westcon Group Inc.)

Distributor WHI003 MCK-DE White Radio, a division of Cygnal Technologies Ltd.

Value Add Distributor WIL012 MCK-DE Williams Telecommunications Systems

<CAPTION>

AGREEMENT PURCHASED EXCLUDED CONSENT

ACCOUNT DATE ASSET ASSET REQUIRED

TYPE NUMBER MM/DD/YY SCHEDULE 2.1(j) SCHEDULE 2.2 SCHEDULE 5.3

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

<S> <C> <C> <C> <C> <C>

OEM 07/26/00 See note below* See note below* Yes

Distributor SPR005 02/01/99 X Yes

Manufacturer 08/29/03 X No

Distributor 02/01/02 X No

Distributor PAN002 04/15/04 X Yes

Distributor 04/15/04 X Yes

OEM POS002 01/31/01 X Positron has termination

right

Distributor SBC002 08/10/01 X Yes

Distribution CAT005 12/10/99 X Yes

Distributor TEL119 12/03/03 X No

Value Add Distributor TEL122 10/26/02 X No

Distributor TOS001 04/17/00 X Yes

Distributor VER012 03/11/02 X Yes

Master Support Agreement No date X No

Distributor VOD002 01/22/01 X Yes

Distributor WHI003 07/30/01 X No

Value Add Distributor WIL012 04/14/03 X No

</TABLE>

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INACTIVE (NON-DTI)

<TABLE>

<CAPTION>

CONSENT

ACCOUNT MCK AGREEMENT DATE PURCHASED ASSET EXCLUDED ASSET REQUIRED

TYPE NUMBER PARTY COUNTERPARTY MM/DD/YY SCHEDULE 2.1(J) SCHEDULE 2.2 SCHEDULE 5.3

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

<S> <C> <C> <C> <C> <C> <C> <C>

Distributor NOR014 MCK-CA Northern Telecom Limited 07/17/95 See note below* See note below* Yes

</TABLE>

REAL ESTATE LEASES

<TABLE>

<CAPTION>

PURCHASED EXCLUDED CONSENT

MCK ASSET ASSET REQUIRED

AGREEMENT ADDRESS PARTY COUNTERPARTY DATE SCHEDULE 2.1(J) SCHEDULE 2.2 SCHEDULE 5.3

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

<S> <C> <C> <C> <C> <C> <C> <C>

Phone switch letter 117 Kendrick Street MCK-DE Upromise, Inc. X ?

agreement

</TABLE>

DTI ACTIVE DISTRIBUTION AGREEMENTS (* SIGNIFIES NON-STANDARD AGREEMENT)

<TABLE>

<CAPTION>

PURCHASED EXCLUDED CONSENT

ACCOUNT AGREEMENT ASSET ASSET REQUIRED

COUNTERPARTY NUMBER DATE MM/DD/YY SCHEDULE 2.1(j) SCHEDULE 2.2 SCHEDULE 5.3

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

<S> <C> <C> <C> <C> <C>

BellSouth Services Incorporated 05/01/94 X Yes

Canadian Communications Products, Inc. 07/12/93 X Yes

Collins Communications Systems Co. 08/01/93 X Yes

Dictaphone Corporation 01/12/98 X Yes

DTI Asia 10/04/99 X Yes

DTI Asia 04/21/98 X Yes

Goserco Inc. 08/08/00 X Yes

GTE Communication Systems Corporation* 10/01/96 X Yes

Oscar Communications, Pty. Ltd. 06/30/95 X Yes

</TABLE>

Assignment and Assumption Agreement (US)

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