EX-99.2 INTELLECTUAL PROPERTY SECURITY AGREEMENT

Exhibit 99.2

INTELLECTUAL PROPERTY SECURITY AGREEMENT

     THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of September 20, 2006 is made by VERSO TECHNOLOGIES, INC, a Minnesota corporation (“Verso”), TELEMATE.NET SOFTWARE, INC., a Georgia corporation (“Telemate”) and VERSO VERILINK, LLC, a Georgia limited liability company (“Verilink”, and together with Verso and Telemate, the “Grantors” and each a “Grantor”), in favor of Laurus Master Fund, Ltd., a Cayman Islands company (“Lender”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Security Agreement dated as of the date hereof between Grantor and Lender (as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”), Lender has agreed to make the Loans for the benefit of Grantor; and

WHEREAS, Lender is willing to make the Loans as provided for in the Security Agreement, but only upon the condition, among others, that Grantor shall have executed and delivered to Lender this Intellectual Property Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby agrees as follows:

1. DEFINED TERMS.

          (a) When used herein the following terms shall have the following meanings:

     “Copyrights” means all works capable of copyright under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished, all registrations and recordings thereof, and all applications in connection therewith, including all registrations, recordings and applications in the United States Copyright Office, and the right to obtain all renewals of any of the foregoing.

     “Copyright Licenses” means all written agreements relating to any Copyright, including agreements providing the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright, and whether Grantor is named as licensor, licensee or otherwise.

     “IP Licenses” shall mean Copyright Licenses, Patent Licenses and Trademark Licenses.

     “Patents” means (a) all letters patent of the United States, any other country or any political subdivision thereof, and all reissues and extensions of such letters patent, (b) all applications for letters patent of the United States or any other county and all divisions, continuations and continuations-in-part thereof, and (c) all rights to obtain any reissues or extensions of the foregoing.

     “Patent Licenses” means all agreements, whether written or oral, relating to any Patent, including agreements providing for the grant by or to any Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent, and whether Grantor is named as licensor, licensee or otherwise.

     “Trademarks” means (a) all trademarks, trade names, corporate names, business names, fictitious business names, trade styles, services marks, logos, domain names and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or political subdivision thereof, or otherwise, and all common-law rights thereto, and (b) the right to obtain all renewals thereof.

     “Trademark Licenses” means, collectively, each agreement, whether written or oral, relating to any Trademark, including agreements providing for the grant by or to any Grantor of any right to use any Trademark, and whether Grantor is named as licensor, licensee or otherwise.

     (b) All capitalized terms used but not otherwise defined herein have the meanings given to them in Schedule A to the Security Agreement.

2. GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the complete and timely payment of all the Obligations of Grantor now or hereafter existing from time to time, Grantor hereby pledges and grants to Lender a continuing first priority security interest in all of Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the “Intellectual Property Collateral”):

     (a) all of its Patents and Patent Licenses to which it is a party including those referred to on Schedule I hereto;

     (b) all of its Trademarks and Trademark Licenses to which it is a party including those referred to on Schedule II hereto;

     (c) all of its Copyrights and Copyright Licenses to which it is a party including those registered Copyrights referred to on Schedule III hereto; NOTE: LAURUS SHOULD BE GRANTED A SECURITY INTEREST IN ALL COPYRIGHTS, BUT THE SCHEDULE TO BE FILED WITH THE COPYRIGHT OFFICE MAY BE LIMITED TO REGISTERED COPYRIGHTS

(d) all reissues, continuations or extensions of the foregoing;

     (e) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, each Trademark License, each Copyright and each Copyright License; and

     (f) all products and proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future (i) infringement or dilution of

any Patent or Patent licensed under any Patent License, (ii) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (iii) infringement or dilution of any Trademark or Trademark licensed under any Trademark License, (iv) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License, (v) infringement or dilution of any Copyright or Copyright licensed under any Copyright License, and (vi) injury to the goodwill associated with any Copyright or any Copyright licensed under any Copyright License.

3. REPRESENTATIONS AND WARRANTIES. Grantor represents and warrants that Grantor does not have any interest in, or title to, any Patent, Trademark or Copyright except as set forth in Schedule&nbs