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Exhibit 99.2
AMENDMENT #1 TO SECURED CONVERTIBLE PROMISSORY NOTE
CITEL
Technologies Limited, a company organized under the laws of
England
and Wales ("CITEL (U.K.)"), and CITEL
Technologies, Inc., a Delaware corporation
("CITEL (U.S.)" are the obligors under a
Secured Promissory Note, dated January
21, 2005 in the original principal amount
of $3,500,000 (the "Note") payable to
Verso Technologies, Inc., a Minnesota
corporation ("Verso"). Capitalized Terms
used herein but not otherwise defined
herein shall have the meanings ascribed to
such terms in the Note.
FOR VALUE
RECEIVED, CITEL (U.K.), CITEL U.S., and Verso hereby agree to
amend the Note as follows effective as of
the effective date of the
Subordination Agreement dated on or about
the date hereof between Verso and
Bridge Bank, National Association:
1. The last
paragraph of Section 8 of the Note (immediately following
Section 8.6 thereof) shall be revised to
read as follows:
"The entire indebtedness represented by this Note shall become
immediately due and payable: (i) upon the occurrence of any Event
of
Default described in Sections 8.2, 8.3 or 8.4 at the option of
Verso
and upon not less than thirty (30) days' written notice of such
default, if the Event of Default is not cured prior to the
expiration
of that 30-day period; (ii) upon the occurrence of any Event of
Default described in Section 8.1 at the option of Verso and upon
not
less than three (3) Business Days' written notice of such d
