EX-99.17 LICENSE AGREEMENT

<PAGE>

EXHIBIT 99.17

EXECUTION COPY

EXHIBIT D

LICENSE AGREEMENT

This License Agreement (the "AGREEMENT") is entered into effective this

21st day of January, 2005 (the "EFFECTIVE DATE") by and between NACT

Acquisition, Inc., a Delaware corporation ("NACT"), and Verso Technologies,

Inc., a Minnesota corporation ("VERSO").

WHEREAS, Verso and NACT are parties to an Asset Purchase Agreement dated

as of even date hereof (the "ASSET PURCHASE AGREEMENT"); and

WHEREAS, pursuant to the Asset Purchase Agreement, NACT agreed to purchase

substantially all of the assets of NACT Telecommunications, Inc., a wholly owned

subsidiary of Verso; and

WHEREAS, the NTS software product created by NACT Telecommunications, Inc.

is included among the assets transferred to NACT under the Asset Purchase

Agreement; and

WHEREAS, NACT agreed in the Asset Purchase Agreement to grant to Verso a

license to the source code of the NTS product and certain other rights in

partial consideration for the transfer of assets to NACT; and

WHEREAS, Verso and Jacksonville Technology Associates, Inc. ("JTA") are in

negotiations for the purchase of substantially all of the assets of JTA by Verso

(the "JTA TRANSACTION").

NOW, THEREFORE, in consideration of the mutual promises set forth in this

Agreement, Verso and NACT agree as follows:

1. Definitions.

In addition to the other terms defined herein, the following definitions

shall apply to this Agreement:

"Affiliate" means any entity in which a party owns or controls 50% or more

of the voting securities or interest and any entity which controls 50% or more

of the voting securities or interest of a party.

"Documentation" means all notes, drawings, commentary, flow charts, user

documentation, and other documentation pertaining to the Licensed Software that

is reasonably required for Verso to integrate the Licensed Software into Verso

Products and to support and maintain the Licensed Software.

"Intellectual Property Rights" means all (i) rights associated with works

of authorship, including, without limitation, exclusive exploitation rights,

copyrights and moral rights; (ii) trademark, trade dress, and trade name rights;

(iii) trade secret rights; (iv) designs, algorithms, and all other industrial

property rights; (v) patents, patent applications, extensions, combinations,

<PAGE>

divisions, or reissues of the foregoing; and (vi) other intellectual property

and proprietary rights of every kind.

"Licensed Software" means the NTS software version 2.5, in source code

form, including, without limitation, all software which makes up the build

environment required to compile and package the entire NTS product line and any

modifications, upgrades, updates and enhancements thereto in existence as of the

Effective Date or provided to Verso pursuant to Section 8(b) of this Agreement.

"Verso Products" means the products manufactured, offered, sold, licensed

or distributed by Verso and its Affiliates as of the Effective Date (which shall

include for this purpose (i) the products of JTA in existence as of the

Effective Date, provided that Verso and JTA consummate the JTA Transaction and

(ii) the Deliverables delivered to JTA in accordance with the Cable & Wireless

Project (as defined below)), and any future releases, upgrades, new versions or

enhanced versions of such products.

2. License.

NACT hereby grants to Verso and its Affiliates, effective as of the

Effective Date, a perpetual, irrevocable (except as expressly provided in

Section 13), non-exclusive, non-transferable (except as expressly provided in

Section 14(a)), world-wide, fully paid up, royalty free right and license (the

"LICENSE") to:

(a) use, merge, translate, reproduce, install, perform, display, modify,

alter, and adapt the Licensed Software and the Documentation, and to create

derivative works from the Licensed Software and the Documentation, solely for

purposes of integrating the Licensed Software into Verso Products and

maintaining such Licensed Software;

(b) compile the Licensed Software and any modifications or derivates

thereof into executable or machine readable versions, solely for purposes of

integrating the Licensed Software into Verso Products and maintaining such

Licensed Software;

(c) directly or through resellers or distributors, distribute, license,

and sublicense the Licensed Software and any modifications or derivatives

thereof created by Verso to end users and other customers in executable or

machine readable form only as a component and solely as a component of Verso

Products;

(d) create documentation for end users and other customers using all or

parts of the Documentation and to distribute such documentation to resellers,

distributors and end users and other customers of Verso Products; and

(e) escrow the source code of versions of the Licensed Software (excluding

any third-party software contained therein) distributed in executable form under

subparagraph (c) above in escrow accounts for the benefit of third parties;

provided, that (i) such escrow is subject to an agreement substantially in the

form of the Master Preferred Source Code Escrow Agreement attached as Attachment

A and (ii) the Addendum to the Master Preferred Source Code Escrow Agreement

attached as Attachment B is executed by the Escrow Agent, Preferred Beneficiary

and Verso prior to the deposit of such source code with the Escrow Agent.

2

<PAGE>

3. Delivery.

NACT hereby acknowledges the receipt of a CD purporting to contain the

Licensed Software and Documentation. To the extent such CD does not contain the

Licensed Software and Documentation, NACT shall promptly remedy such defect.

4. Limitations; Covenants.

(a) Except as provided in Section 1(e) and Section 14(a), Verso shall not

disclose, distribute or otherwise make available the Licensed Software in source

code form to any third party other than to employees and contractors of Verso

and its Affiliates who (i) have signed a written confidentiality agreement

(containing provisions no less restrictive than the provisions set forth in

Section 11 hereof) and (ii) need to have access to such information for purposes

of exercising the rights granted to Verso under this Agreement on behalf of

Verso.

(b) In connection with distributing, licensing or sublicensing the

Licensed Software pursuant to Section 2(c) hereof, Verso shall enter into a

written agreement (or cause its distributors or resellers to enter into a

written agreement) with each end user or other customer containing terms no less

protective of the Licensed Software than the terms contained in Verso's form of

End User License Agreement set forth in Attachment C.

(c) Verso shall promptly deliver to NACT an executed copy of any Addendum

to the Master Preferred Source Code Escrow Agreement executed pursuant to the

terms of Section 2(e) or otherwise. NACT agrees that the information contained

in such documents shall be deemed to be the Confidential Information of Verso as

provided in Section 11 of this Agreement; provided, however, that NACT may

disclose any Addendum to the Master Source Code Escrow Agreement to the extent

necessary to enforce its rights thereunder or otherwise to effectuate the

purposes of such document.

5. Third Party Software.

To the knowledge of NACT, Verso will not need to license any third-party

software to exercise or enjoy any of its rights under this Agreement to develop

the Licensed Software except for the following third-party development tools:

(a) Informix Dynamic Server database licensed by IBM, (b) Rave 4.0 and 5.0

licensed by Nevrona Designs, (c) Infopower 2000 and 3000 Pro licensed by

Woll2Woll Software, (d) CodeSite 2 licensed by Raize Software, (e) Raize

Components 2.52 licensed by Raize Software, and (f) Delphi 6 Enterprise licensed

by Borland. Verso will be responsible, at its own cost, for obtaining its own

licenses of these development tools. In addition, Verso will need to obtain run

time licenses of Informix Dynamic Server database and Rave prior to

distributing, licensing, and/or sublicensing products containing the Licensed

Software to third parties.

6. Ownership.

(a) The Licensed Software and the Documentation and the Intellectual

Property Rights contained therein are owned by NACT. Verso shall have no right,

title or interest therein except as expressly set forth in this Agreement, and

NACT reserves all right in the Licensed Software and Documentation not expressly

granted herein.

3

<PAGE>

(b) All modifications, alterations, and derivations of the Licensed

Software and Documentation created by or on behalf of Verso and at Verso's

expense in accordance with the terms of this Agreement shall be the proprietary

information of Verso, and NACT shall have no right, title or interest therein.

Verso and its licensors shall own all Intellectual Property Rights in and to

such modifications, alterations and derivations subject only to NACT's rights in

the Licensed Software and Documentation. For the avoidance of doubt, NACT shall

retain all right, title and interest in and to corrected versions of the

Licensed Software provided to Verso in accordance with Section 8(b).

7. Bankruptcy.

In the event of the dissolution, bankruptcy or insolvency of NACT, NACT

acknowledges that, if NACT rejects this Agreement in any bankruptcy proceeding,

Verso may elect to retain its rights under this Agreement as provided in Section

365(n) of the United States Bankruptcy Code.

8. Warranties.

NACT hereby warrants and represents to Verso as follows:

(a) NACT has the right to grant the License to Verso, and, subject to

Section 5, Verso's exercise of its rights under this Agreement shall not violate

the rights of any third party granted by NACT or violate the obligations of NACT

under any agreement with a third party. As of the Effective Date, there is no

actual or, to the knowledge of NACT, threatened suit or claims by any third

party based on any of the foregoing.

(b) For a period of one (1) year from the Effective Date (the "WARRANTY

PERIOD"), (i) the version of the Licensed Software delivered to Verso by NACT

(as may, from time to time, be modified by updates, upgrades, modifications or

enhancements distributed by NACT to Verso in accordance with this Section 8(b))

shall be free from defects and shall operate in accordance with the

specifications for the Licensed Software and the relevant portions of the

Documentation in all material respects; and (ii) the Documentation shall reflect

the operation of the Licensed Software, in each case in all material respects.

NACT shall promptly correct any errors, defects or malfunctions in the Licensed

Software and Documentation reported by Verso during the Warranty Period and

shall promptly provide Verso with the corrected versions of the Licensed

Software and the Documentation free of charge. NACT agrees to respond to Verso's

requests for corrections to errors with a time estimate for the correction of

such errors as follows: those classified as high priority within 48 hours, those

classified as medium priority within 5 (five) business days, and those

classified as low priority within fifteen (15) business days, in each case

following written notice by Verso to NACT of such errors and the applicable

priority level. After expiration of the Warranty Period, NACT shall provide

Verso with the ability to obtain support and maintenance on terms and conditions

mutually agreeable to the parties.

(c) THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL

OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS, IMPLIED, OR STATUTORY,

REGARDING THE LICENSED SOFTWARE AND THE DOCUMENTATION, INCLUDING, WITHOUT

LIMITATION, ANY WARRANTIES OF

4

<PAGE>

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.

9. Additional Support.

(a) During the Warranty Period, NACT shall provide to Verso, without

additional charge, reasonably necessary telephone or email consultation

requested by Verso in connection with its use and operation of the Licensed

Software or any problems therewith. Telephone consultation shall be requested

and provided only during NACT's normal business hours. NACT shall provide one

(1) standard two (2)-week training course on the Licensed Software to up to five

(5) Verso personnel without charge to Verso. The training course shall be

provided at NACT's Provo, Utah facility at a time mutually agreeable to the

parties. Verso shall be responsible for all travel, lodging and other living

costs for its personnel attending the training course.

(b) The effectiveness of subsections (i) and (ii) immediately below shall

be contingent on the consummation of the JTA Transaction or Verso entering into

a subcontract agreement with JTA to perform services for JTA for the Cable &

Wireless Project (as defined below).

(i) NACT agrees to provide the deliverables listed in Attachment D

hereto (the "DELIVERABLES") to Verso free of charge in connection with the

Cable & Wireless Panama S.A. ("CABLE & WIRELESS") project being performed

by Verso in Panama (the "CABLE AND WIRELESS PROJECT"). Verso hereby

acknowledges the receipt of the Phase 1 Deliverables. The Phase 3

Deliverables shall be delivered by NACT no later than thirty (30) business

days after specifications and definitions for such Deliverables have been

provided by Verso to NACT. The parties acknowledge that the definition of

the Phase 3 Deliverables has not been fully defined. The Deliverables

shall be subject to approval and acceptance by Cable & Wireless. NACT

agrees to make all corrections and changes in the Deliverables required to

obtain such acceptance and approval without charge; provided, that NACT

shall be obligated to contribute no more than 160 hours of development for

and testing of the Phase 3 Deliverables without charge. Once this level is

exceeded, Verso will pay NACT the rate of $100/hour for development for

and $80/hour for testing of the Phase 3 Deliverables. If the 160-hour

level is exceeded, NACT will provide weekly time reports for work

performed on the Phase 3 Deliverables stating in reasonable detail the

work performed and hours worked for each individual assigned to the Cable

& Wireless Project.

(ii) NACT will provide a warranty on each Deliverable at no charge

in accordance with the terms set forth in Section 8(b) for a one (1)-year

period commencing on the date of the acceptance of the Deliverable by

Cable & Wireless. Thereafter, NACT shall make support available for the

Deliverables at an additional charge on reasonable terms (including,

without limitation, price) mutually agreed upon by the parties.

(c) NACT and Verso agree that Verso may only seek damages or any other

remedy for breach of this Section 9 if Verso requests to NACT in writing

performance (or re-

5

<PAGE>

performance) by NACT of the applicable service and, within 30 days of the

receipt of such notice, NACT has failed to cure such breach.

10. Indemnity.

(a) NACT, at its own cost and expense, shall indemnify and hold harmless

Verso, its Affiliates or assignees, and their respective directors, officers,

employees and agents from and against any claim, demand, cause of action, debt

or liability, including, without limitation, costs and reasonable attorneys'

fees (collectively, "LOSSES"), to the extent that such Losses result from a

third-party claim that the Licensed Software or Documentation, as provided to

Verso by NACT, infringes or violates the Intellectual Property Rights of any

third party.

(b) Verso, at its own cost and expense, shall indemnify and hold harmless

NACT, its Affiliates or assignees, and their respective directors, officers,

employees and agents from and against any Losses to the extent that such Losses

result from a third-party claim that any modifications or alterations of the

Licensed Software or Documentation created by Verso infringe or violate any

Intellectual Property Rights of any third party, or any other third-party claim

arising from the exercise by Verso of its rights hereunder, except to the extent

(i) such Losses result from NACT's gross negligence or willful misconduct or

(ii) NACT would otherwise be responsible for such Losses pursuant to Section

10(a).

(c) The indemnifying party shall be responsible, at its cost and expense,

for the defense and all negotiations relative to the settlement of any claim

subject to the indemnification provisions of this Section 10; provided, however,

that (i) Verso may not settle any claim in a manner that would have an adverse

affect on the rights of NACT in the Licensed Software or Documentation without

the prior written consent of NACT (to be granted in its sole discretion) and

(ii) nothing in this Section 10(c) shall be deemed to prohibit either party from

engaging its own counsel in connection with such claim and participating in its

own defense. The indemnified party shall promptly provide the indemnifying party

with written notice of any claim which the indemnified party believes falls

within the scope of this Section 10 and, at the indemnifying party's cost and

expense, shall provide reasonable assistance to the indemnifying party in

connection with such claims.

(d) Limitation on Liability. EXCEPT FOR DAMAGES ARISING FROM CLAIMS OF

GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, CLAIMS OF BREACH OF SECTION 11

("CONFIDENTIALITY") OR EITHER PARTIES' INDEMNIFICATION OBLIGATIONS UNDER THIS

SECTION 10, NEITHER PARTY, NOR ITS AFFILIATES NOR ITS NOR THEIR RESPECTIVE

DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SUBCONTRACTORS OR LICENSORS,

SHALL BE LIABLE TO THE OTHER PARTY, OR ITS DIRECTORS, OFFICERS, EMPLOYEES,

AGENTS, AFFILIATES, SUBCONTRACTORS OR LICENSORS, FOR INCIDENTAL, INDIRECT,

PUNITIVE, EXEMPLAR