                                                                   EXHIBIT 10.10

                          PLEDGE AND SECURITY AGREEMENT
                          -----------------------------

THIS PLEDGE AND SECURITY AGREEMENT (this "AGREEMENT"), dated as of this 26th day
of January, 2005, is made by Adsero Corp., a Delaware corporation ("PLEDGOR"),
having an office at 2085 Hurontario Street, Mississauga, Ontario, Canada L5A
4G1, to and for the benefit of Barrington Bank International Limited, a Bahamian
banking company, having an office at Cumberland House, PO Box N3036, 2nd Floor,
Nassau, Bahamas (hereinafter, "SECURED PARTY").

                              W I T N E S S E T H:
                              --------------------

         WHEREAS, Secured Party, as lender, and Teckn-O-Laser Company, a Nova
Scotia unlimited liability company ("BORROWER") are among the parties to that
certain Loan Agreement dated as of the date hereof (as the same may be amended,
restated, supplemented or otherwise modified, the "LOAN AGREEMENT"), pursuant to
which, inter alia, Secured Party is lending Cdn.$2,000,000 to Borrower;

         WHEREAS, Pledgor is among the parties providing Secured Party with that
certain joint and several Guaranty dated as of the date hereof (the "Guaranty")
as security for the timely performance by Borrower of its obligations under the
Loan Agreement;

         WHEREAS, upon the completion of the transactions described in that
certain Funding and Payoff Agreement dated as of the date hereof by and among,
inter alia, Pledgor and Secured Party, Pledgor will indirectly own a majority
interest in Borrower and will receive significant benefits from Borrower's
entering into the Loan Agreement; and

         WHEREAS, as a condition to Secured Party's agreement to enter into the
Loan Agreement and provide the funding described therein, Secured Party has
required that Pledgor pledge the Collateral (as defined below) as security for
Pledgor's performance of its obligations under the Guaranty;

         NOW, THEREFORE, in consideration of the sum of $10.00 and for other
good and valuable consideration received by Pledgor, the receipt and sufficiency
of which are hereby acknowledged, Pledgor, intending to be legally bound hereby,
covenants and agrees as follows:

         1. Certain Definitions. Capitalized terms not defined herein shall have
the meanings ascribed thereto in the Loan Agreement. In addition to the words
and terms defined in the Loan Agreement and elsewhere in this Agreement, the
following words and terms shall have the respective meanings set forth below:

                  (a) "COLLATERAL" shall mean, collectively, the Ownership
         Interests and Proceeds.

                  (b) "EQUITY HOLDER" means a direct or indirect legal or
         beneficial owner of an Equity Interest.

                  (c) "EQUITY INTEREST" means (i) in the case of a corporation,
         shares of stock (and status as a stockholder), (ii) in the case of a
         general or limited partnership, a partnership interest (including
         status as a partner), (iii) in the case of a limited liability company,
         membership units or interests (and status as a member) and (iv) in the
         case of any other Person other than an individual, the comparable
         interests therein.

                  (d) "ISSUER" means a Person issuing Equity Interests.

                  (e) "OWNERSHIP INTEREST" of Pledgor shall mean Pledgor's
         Equity Interest, and all other right, title and interest in any Issuer,
         including those entities described on Schedule 1(b) (as amended from
         time to time), together with (1) all dividends, proceeds, rents,
         income, increase, profits and related rights, all sums or distributions
         (whether made in cash, tangible or intangible

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         property of any kind or character, or otherwise) due or to become due
         to Pledgor, including all profits and income, and the accounts thereof,
         all surplus and capital, and the accounts thereof, (2) all rights, if
         any, in specific property of an Issuer, (3) the rights, if any, but not
         the duty, to participate in the management and administration of an
         Issuer's business and affairs, to require any information and account
         of such Issuer's transactions and all other matters relating to the
         business and financial condition of such Issuer, to inspect the books
         and records of such Issuer, including federal, state and local income
         tax returns, and to receive all allocations of loss, deduction, credit
         and other tax benefits allocable to Pledgor from such Issuer, and (4)
         any and all other rights, title and interest of Pledgor in each any
         such Issuer and under such Issuer's organizational documents, in each
         case whether now existing or hereafter acquired or created, together
         with all products, proceeds, substitutions and additions of or to any
         of the foregoing.

                  (f) "OBLIGATIONS" shall have the meaning set forth in Section
         2 hereof.

                  (g) "PLEDGOR OBLIGATIONS" shall have the meaning set forth in
         Section 2 hereof.

                  (h) "PROCEEDS" shall mean all consideration received when an
         Ownership Interest and/or proceeds thereof are sold, exchanged,
         collected or otherwise disposed of, both cash and non-cash, and
         (without duplication of the definition of Ownership Interest) all
         payments, dividends or distributions paid or payable on account of the
         Ownership Interest.

         2. Security. As security for the full and timely payment and/or
performance, as applicable, of the obligations and liabilities of Pledgor under
the Guaranty (collectively, the "OBLIGATIONS") and all other obligations of
Pledgor contained herein (collectively with the Obligations, the "PLEDGOR
OBLIGATIONS") in accordance with the respective terms thereof, Pledgor agrees
that Secured Party shall have, and hereby pledges, grants to and creates in
favor of Secured Party, a first-priority security interest, under the Uniform
Commercial Code as enacted in the State of New York (as amended from time to
time, the "CODE"), in and to all of Pledgor's right, title and interest, whether
now existing or hereafter arising, created or acquired in, to and under the
Collateral. In connection with the granting of such a security interest, Pledgor
hereby collaterally assigns, transfers and sets over unto Secured Party all of
Pledgor's right, title and interest, whether now existing or hereafter arising,
created or acquired in, to and under the Collateral.

         3. Limitations on Secured Party's Obligations under the Organizational
Documents of Issuer. Pledgor acknowledges and agrees that this Agreement shall
not in any way obligate Secured Party Secured Party or any of its successors and
assigns to perform any of the now-existing or hereafter accruing obligations of
Pledgor under the organizational documents of any Issuer, and Pledgor agrees to
perform any and all obligations (including the payment of any and all
liabilities or assessments) of Pledgor thereunder, whether heretofore or
hereafter accruing or arising, all with the same effect as though this Agreement
had not been executed or delivered by Pledgor.

         4. Provisions Applicable to the Collateral. The parties agree that, at
all times during the term of this Agreement, the following provisions shall be
applicable to the Collateral:

                  (a) Pledgor shall keep accurate and complete books and records
         concerning the Collateral owned by it.

                  (b) Pledgor shall deliver to Secured Party any document,
         instrument or security evidencing the Collateral and transfer powers
         executed in blank. Secured Party shall have the right to appoint one or
         more agents for the purpose of retaining physical possession of the
         certificates representing or evidencing the Collateral, which may be
         held (in the discretion of Secured Party) in the name of the Pledgor,
         endorsed or assigned in blank or in favor of Secured Party, or any
         nominee or nominees of Secured Party or any agent appointed by Secured
         Party.

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                  (c) Secured Party shall have the right to review the books and
         records of Pledgor pertaining to the Collateral and to copy the same
         and make excerpts therefrom during normal business hours and at
         reasonable intervals and upon reasonable notice.

                  (d) Promptly upon request of Secured Party from time to time,
         Pledgor shall furnish Secured Party with information concerning the
         Collateral as Secured Party may request, including copies of all
         notices and communications with respect to each Issuer or its
         properties, assets, operations or business which may be sent by Pledgor
         to, or received by Pledgor from, such Issuer or any other Equity
         Holders of any such Issuer.

                  (e) Prior to the occurrence of any Event of Default, Pledgor
         shall have the right to exercise all voting, consent and other rights
         under or pertaining to the Collateral owned by it pursuant to the
         organizational documents of the applicable Issuer so long as such
         rights are exercised in a manner that does not cause an Event of
         Default.

                  (f) Pledgor shall provide Secured Party with certified copies
         of its organizational documents. Pledgor shall not authorize or consent
         to any amendment, revision or modification of its organizational
         documents or the organizational documents of an Issuer that would
         adversely affect Secured Party without first obtaining the written
         consent of Secured Party, including any amendment that would (i) remove
         any representative of an Issuer from management, (ii) limit, commence
         or otherwise change the control and authority of Pledgor over the
         management and operation of an Issuer, or (iii) except as expressly
         permitted by the Loan Agreement, allow the admission of new or
         substitute Equity Holders or the issuance of additional Equity
         Interests in any Issuer.

                  (g) Except as may be permitted under the Loan Agreement,
         neither Pledgor, Borrower nor any other Issuer shall permit, without
         the prior written consent of Secured Party any other transaction that
         would have the effect of diluting Pledgor's Ownership Interest in an
         Issuer.

                  (h) Pledgor shall not wind up, liquidate or dissolve, or enter
         into any transaction of reorganization, consolidation, amalgamation or
         merger, and shall not cause or consent to any such act by an Issuer.

                  (i) Pledgor has and shall continue to have good and marketable
         title to the Collateral from time to time owned or acquired by it, free
         and clear of all Liens, except the security interest granted hereunder
         and as permitted under the Loan Agreement. Pledgor shall defend such
         title against the claims and demands of all Persons whomsoever.

                  (j) Pledgor shall not, without the prior written consent of
         Secured Party, directly or indirectly (except as expressly permitted by
         the Loan Agreement): (i) borrow against the Collateral owned by it
         other than pursuant to the Loan Documents, (ii) create, incur, assume
         or suffer to exist any Lien with respect to any of the Collateral owned
         by it, except the security interest granted hereunder, (iii) sell,
         transfer, assign or otherwise dispose of any of the Collateral owned by
         it, (iv) permit any direct or indirect sale, transfer, assignment or
         other disposition of any Equity Interest in an Issuer or in any Equity
         Holder of an Issuer or permit the admission of new or substitute Equity
         Holders in an Issuer or in any Equity Holder of an Issuer, (v) permit
         any levy or attachment to be made against any of the Collateral owned
         by it except any levy or attachment relating to the Loan Documents, or
         (vi) permit any financing statement to be on file with respect to any
         of the Collateral owned by it, except financing statements in favor of
         Secured Party.

                  (k) Pledgor shall faithfully preserve and protect Secured
         Party's security interest in the Collateral owned by it and shall, at
         its own cost and expense, cause said security interest to be perfected
         and to continue to be perfected, and for such purpose Pledgor shall
         from time to time at the request of Secured Party execute and file or
         record, or cause to be filed or recorded, or

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         authorize the filing and recording of, such instruments, documents and
         notices, including financing statements, amendments and continuation
         statements with respect thereto, as Secured Party may deem necessary or
         advisable from time to time in order to perfect and to continue as
         perfected said security interest. Pledgor shall do all such other acts
         and things and execute and deliver all such other instruments and
         documents, including further security agreements, pledges and
         assignments, as Secured Party may deem necessary or advisable from time
         to time in order to perfect, preserve and continue as perfected the
         priority of said security interest as a security interest in the
         Collateral prior to the rights of all other Persons therein or thereto
         (subject to liens permitted under the Loan Agreement). Pledgor,
         Borrower and each other Issuer that from time to time may execute an
         acknowledgement in the form attached hereto hereby agree that Borrower
         and each such other Issuer shall follow all good faith instructions of
         Secured Party with respect to the Collateral, including with respect to
         the delivery of Proceeds and/or the sale, transfer, assignment,
         conveyance or other disposition of the Collateral, and that this
         provision is intended to cede "CONTROL" of the Collateral for purposes
         of the Code to the extent that the term "control" applies to collateral
         of the same type as the Collateral.

                  (l) Pledgor does hereby irrevocably constitute and appoint
         Secured Party its true and lawful attorney, coupled with the interest
         created hereby, with full power of substitution, for it and in its
         name, place and stead, to ask, demand, collect, receive, receipt for,
         sue for, compound and give acquittance for any and all sums or
         properties that may be or become due, payable or distributable in
         connection with or with respect to the Collateral owned by it, with
         full power to settle, adjust or compromise any claim thereunder or
         therefor as fully as Pledgor could do, and to endorse or sign the name
         of Pledgor on all negotiable instruments and any other commercial paper
         given in payment or in part payment thereof, and all documents of
         satisfaction, discharge or receipt required or requested in connection
         therewith, and in its discretion to file any claim or take any other
         action or proceeding, either in its own name or in the name of Pledgor,
         or otherwise, that Secured Party may deem necessary or appropriate to
         collect or otherwise realize upon any and all of such Collateral, or
         which may be necessary or appropriate to protect and preserve the
         right, title and interest of Secured Party in and to such Collateral
         and the security intended to be afforded hereby.

         5. Representations and Warranties. In addition to, and not in
diminution of, the representations and warranties related to Pledgor that are
set forth in the Loan Agreement and the Guaranty, all of which are hereby
incorporated herein by reference, Pledgor hereby represents and warrants to
Secured Party as follows:

                  (a) Pledgor has good, valid and marketable title to the
         Collateral set forth on Schedule 1(b) as being owned by Pledgor, free
         and clear of all Liens (other than liens permitted under the Loan
         Agreement). Schedule 1(b) hereto is true, correct and complete in all
         respects.

                  (b) This Agreement and the pledge and delivery of the
         Collateral to Secured Party, together with stock powers or other
         instruments executed in blank, creates a duly perfected security
         interest in the Collateral owned by Pledgor in Secured Party's favor
         and no financing statement, mortgage or security agreement covering any
         of the Collateral other than in respect of Secured Party is on file in
         any public office, other than those covering Permitted Liens.

                  (c) There is no contract or agreement in effect with respect
         to Pledgor and Issuer listed on Schedule 1(b) that would in any manner
         impair or prohibit the terms of this Agreement or the assignment of the
         Collateral as provided hereunder.

                  (d) Pledgor's jurisdiction of organization, principal place of
         business, business entity type and chief executive office are as set
         forth in the introductory paragraph of this Agreement.

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                  The representations and warranties set forth in this Section 5
shall survive the execution, delivery and performance of this Agreement until
the date on which all of the Obligations under the Loan Documents have been
indefeasibly paid and performed in full.

         6. Remedies.

                  (a) In the event that any Event of Default shall occur, then
         and in such event, Secured Party shall have such rights and remedies in
         respect to the Collateral or any part thereof as are provided for
         secured parties by the Code and such other rights and remedies in
         respect thereof which it may have at law or in equity or under this
         Agreement, including the right to acquire Pledgor's Equity Interests in
         any or all Issuers pursuant to an assignment of such Equity Interests,
         and, in such event, the party acquiring same shall have the right, but
         not the obligation, to be admitted as an Equity Holder in each
         applicable Issuer, with respect to each such Equity Interest, and the
         right to take possession of the same and to sell all or any portion of
         the Collateral at public or private sale, after ten (10) days prior
         written notice (which is hereby acknowledged to be a commercially
         reasonable time period), at such place or places and at such time or
         times and in such manner and upon such terms, whether for cash or on
         credit, as Secured Party may determine, as if all Pledgor Obligations
         were immediately due and payable.

                  (b) No single or partial exercise by Secured Party of any
         right, remedy, or power hereunder or under the Guaranty, or under any
         other document or agreement executed in connection herewith or
         therewith, shall preclude any other or future exercise of any other
         right, remedy or power. No right, power or remedy of Secured Party as
         provided hereunder or under the Guaranty or the Loan Agreement or any
         other Loan Document is intended to be exclusive of any other right,
         power, or remedy of Secured Party, but each and every such right, power
         and remedy shall be cumulative and concurrent and in addition to any
         other right, power or remedy available to Secured Party now or
         hereafter existing at law or in equity and may be pursued separately,
         successively or together against Pledgor or any endorser, co-maker,
         surety or guarantor of the Pledgor Obligations, or any one or more of
         them, at the discretion of Secured Party. The delay or failure of
         Secured Party to exercise any such right, power or remedy shall in no
         event be construed as a waiver or release thereof.

                  (c) Upon any sale of any of the Collateral, subject to
         applicable law, (i) Secured Party may bid for the Collateral being sold
         and, upon compliance with the terms of sale, may hold, retain and
         possess and dispose of such Collateral in its own absolute right
         without further accountability and may, in paying the purchase money
         therefor, discharge a portion of the Pledgor Obligations in an amount
         equal to such purchase price in lieu of cash in payment of the amount
         that shall be payable thereon; (ii) Secured Party may make and deliver
         to the purchaser or purchasers a good and sufficient instrument of
         assignment and transfer of the Collateral sold; (iii) if so requested
         by Secured Party or by any purchaser, Pledgor shall ratify and confirm
         any such sale or transfer by executing and delivering to Secured Party
         or such purchaser all bills of sale, instruments of assignment and
         transfer and releases as may be designated in any such request; (iv)
         all right, title, interest, claim and demand whatsoever, either at law
         or in equity or otherwise, of Pledgor of, in and to the Collateral so
         sold shall be divested and such sale shall be a perpetual bar both at
         law and in equity against Pledgor, its successors and assigns, and
         against any and all Persons claiming or who may claim the property sold
         or any part thereof from, through or under Pledgor, its successors or
         assigns, or such Persons; and (v) the receipt of Secured Party shall be
         a sufficient discharge to the purchaser or purchasers at such sale for
         his, its or their purchase money, and such purchaser or purchasers, and
         his, its or their successors and assigns, shall not, after paying such
         purchase money and receiving such receipt of Secured Party, be
         obligated to see to the application of such purchase money or be in any
         way answerable for any loss, misapplication or non-application thereof.

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                  (d) After notice of an Event of Default has been given to
         Pledgor, Pledgor shall cause all Proceeds collected by it to be
         delivered to Secured Party forthwith upon receipt, in the original form
         in which received, bearing such endorsements or assignments by Pledgor
         as may be necessary to permit collection thereof by Secured Party and
         for such purpose Pledgor hereby irrevocably authorizes and empowers
         Secured Party, its officers, employees and authorized agents to endorse
         and sign the name of Pledgor on all checks, drafts, money orders or
         other media of payments so delivered and such endorsements or
         assignments shall, for all purposes, be deemed to have been made by
         Pledgor prior to any endorsement or assignment thereof by Secured
         Party. Secured Party may use any convenient or customary means for the
         purpose of collecting such checks, drafts, money orders or other media
         of payment. Each Issuer is hereby directed to deliver Proceeds in
         accordance herewith.

                  (e) Secured Party shall have the right at any time after an
         Event of Default has occurred (i) to take over and direct collection of
         the Collateral, (ii) to take control of the Collateral, including
         exercising all voting, consent and other rights under or pertaining to
         the Collateral and (iii) to transfer all or any part of the Collateral
         into the name of Secured Party or its nominee.

                  (f) To the extent that it may lawfully do so, Pledgor agrees
         that it will not at any time insist upon, or plead, in any manner
         whatsoever claim or take benefit or advantage of, any appraisement,
         valuation, stay, extension or redemption laws, or any law permitting it
         to direct the order in which the Collateral or any part thereof shall
         be sold, now or at any time hereafter in force, which may delay,
         prevent or otherwise affect the performance or enforcement of this
         Agreement or the Pledgor Obligations, and Pledgor hereby expressly
         waives all benefit or advantage of any such laws and covenants that it
         shall not hinder, delay or impede the execution or any power granted or
         delegated to Secured Party in this Agreement, but will suffer and
         permit the execution of every such power as though no such laws were in
         force.

                  (g) Pledgor understands that compliance with Federal or state
         securities laws (including the U.S. Securities Act of 1933, as amended)
         may limit the course of conduct of Secured Party if Secured Party were
         to attempt to dispose of all or any part of the Collateral and may also
         limit the extent to which or the manner in which any subsequent
         transferee of the Collateral may dispose of the same. Pledgor agrees
         that in any sale of any of the Collateral, Secured Party is hereby
         authorized to comply with any such limitation or restriction in
         connection with such sale as it may be advised by counsel is necessary
         in order to (i) avoid any violation of applicable law (including
         compliance with such procedures as may restrict the number of
         prospective bidders and purchasers and/or further restrict such
         prospective bidders or purchasers to Persons who will represent and
         agree that they are purchasing for their own account for investment and
         not with a view to the distribution or resale of such Collateral) or
         (ii) obtain any required approval of the sale or of the purchaser by
         any governmental authority. Pledgor further agrees that such compliance
         shall not result in such sale being considered or deemed not to have
         been made in a commercially reasonable manner, and that Secured Party
         shall not be liable or accountable to Pledgor for any discount allowed
         by reason of the fact that the Collateral is sold in compliance with
         any such limitation or restriction.

                  (h) Secured Party shall be under no obligation to delay a sale
         or disposition of any of the Collateral to permit Borrower and/or the
         Equity Holder of such Collateral to register it for public sale under
         the U.S. Securities Act of 1933, as amended, or under any applicable
         state securities or blue-sky laws, provided that no such sale or
         disposition shall be in violation of applicable securities laws.

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                  (i) The proceeds of any sale of all or any portion of the
         Collateral shall be applied by Secured Party as set forth in the Loan
         Agreement with respect to proceeds of payments received thereunder.

         7. Proceeds. If any Distributions (as defined below) are permitted
pursuant to the Loan Agreement, all payments and Distributions on account of the
Collateral and all other Proceeds may be paid to the respective Equity Holder.
If a Distribution would not be in compliance with the Loan Agreement, Pledgor
shall take all such action necessary to ensure that any such Distributions are
made directly to Secured Party (provided that this shall not cure any Default
generated by such Distribution). All sums paid to Secured Party hereunder shall
be applied by Secured Party to the Pledgor Obligations as set forth in Section
6(i). For purposes hereof, "Distributions" shall include any and all payments
made by an Issuer to the Pledgor, including (a) distributions of Proceeds, (b)
payments and distributions that result from any financing or refinancing of any
real or personal property or from the sale, disposition, taking or loss
(including the proceeds from any eminent domain proceeding or conveyance in lieu
thereof or from casualty insurance) of any property owned by an Issuer) and/or
(c) any payments on account of any intercompany obligations between Pledgor and
any Issuer.

         8. Limitation on Liability of Secured Party. Neither Secured Party nor
any of its officers, directors, employees, agents or counsel shall be liable for
any action taken or omitted to be taken by it or them hereunder or in connection
herewith, except for its or their gross negligence or willful misconduct.
Pledgor shall at its own expense, and does hereby agree to, protect, indemnify,
reimburse, defend and hold harmless Secured Party and its directors, officers
and other Affiliates, agents, employees, attorneys, successors and assigns
(collectively, including Secured Party, the "Indemnified Parties") from and
against any and all liabilities (including strict liability), losses, suits,
proceedings, settlements, judgments, orders, penalties, fines, liens,
assessments, claims, demands, damages, injuries, obligations, costs,
disbursements, expenses or fees, of any kind or nature (including reasonable
attorneys' fees and expenses paid or incurred in connection therewith) arising
out of or by reason of any breach or violation by Pledgor of this Agreement.

         9. Miscellaneous.

                  (a) Headings. The headings in this Agreement are for
         convenience of reference only and are not part of the substance of this
         Agreement.

                  (b) Notices. All notices, demands, instructions and other
         communications required or permitted to be given to or made upon either
         party hereto or any other Person shall be given and shall be effective
         as provided in the Guaranty.

                  (c) Successors and Assigns. This Agreement is for the benefit
         of Secured Party and Secured Party's successors and assigns, and in the
         event of a permitted assignment by Secured Party of the Obligations or
         the Pledgor Obligations, or any part thereof, the rights and benefits
         hereunder, to the extent applicable to the Obligations so assigned, may
         be transferred with such Obligations or Pledgor Obligations. Pledgor
         waives notice of any transfer or assignment of the Obligations or
         Pledgor Obligations, or any part thereof, and agrees that failure to
         give notice will not affect the liabilities of Pledgor hereunder. This
         Agreement is binding not only on Pledgor, but also on its successors
         and assigns; provided, however, that Pledgor shall not assign or
         subject to any lien any interest of Pledgor hereunder without the prior
         consent of Secured Party.

                  (d) Modification. No agreement unless in writing and signed by
         an authorized officer of Secured Party and Pledgor and no course of
         dealing between the parties hereto shall be effective to change, waive,
         terminate, modify, discharge, or release in whole or in part any
         provision of this Agreement.

                  (e) No Waiver. No waiver of any rights or powers of Secured
         Party or consent by it shall be valid unless in writing signed by an
         authorized officer of Secured Party and then such

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         waiver or consent shall be effective only in the specific instance and
         for the specific purpose for which given. Any waiver by Secured Party
         of any provision of this Agreement or the Guaranty or any other
         document or instrument delivered by Pledgor to Secured Party
         (collectively, the "Pledgor Documents") or of any right, remedy or
         option hereunder shall not be controlling, nor shall it prevent or
         estop Secured Party from thereafter enforcing such provision, right,
         remedy or option, and the failure or refusal of Secured Party to insist
         in any one or more instances upon the strict performance of any of the
         terms or provisions of the Pledgor Documents by Pledgor shall not be
         construed as a waiver or relinquishment for the future of any such term
         or provision, but the same shall continue in full force and effect, it
         being understood and agreed that Secured Party's remedies and options
         under the Pledgor Documents are and shall be cumulative and are in
         addition to all other rights, remedies and options of Secured Party in
         law or in equity or under the Guaranty or the Loan Agreement or
         otherwise. The failure or delay of Secured Party to avail itself of any
         of its rights, remedies and powers shall not be construed or deemed to
         be a waiver thereof.

                  (f) Continuing Agreement. This Agreement and all of Pledgor's
         representations, warranties and covenants herein and therein, Secured
         Party's security interest in the Collateral and all of the rights,
         powers and remedies of Secured Party hereunder shall continue in full
         force and effect until the date on which all of the Obligations and
         Pledgor Obligations have been indefeasibly paid to and performed in
         full in favor of Secured Party. All provisions herein providing for the
         indemnification of Secured Party and other Persons, for the repayment
         by Pledgor of costs and expenses incurred by Secured Party, and any
         other provisions specified herein to survive, shall survive the closing
         of the transactions described in the recitals hereto until the
         indefeasible payment in full of the Pledgor Obligations.

                  (g) Further Assurances. Pledgor, at Pledgor's sole expense,
         will promptly execute and deliver to Secured Party upon Secured Party's
         request all such other and further documents, agreements, and
         instruments reasonably necessary for compliance with or accomplishment
         of the agreements of Pledgor under this Agreement.

                  (h) Submission to Jurisdiction, Service of Process, Waiver of
         Jury Trial.

                           i.       All disputes arising out of or relating to
                                    this Agreement and all actions to enforce
                                    this Agreement shall be adjudicated in the
                                    State courts of New York or the federal
                                    courts sitting in the City of New York, or
                                    the courts of the District of Montreal and
                                    Province of Quebec (and for purposes of any
                                    action in Canada, Section 2(k) in Schedule I
                                    of the Loan Agreement is hereby incorporated
                                    herein by reference) and Pledgor and (by its
                                    acceptance hereof) Secured Party each hereby
                                    irrevocably submits to the jurisdiction of
                                    such courts in any suit, action or
                                    proceeding arising out of or relating to
                                    this Agreement or in any action to enforce
                                    this Agreement. So far as is permitted under
                                    applicable law, this consent to personal
                                    jurisdiction shall be self-operative and no
                                    further instrument or action, other than
                                    service of process in one of the manners
                                    specified in this section, or as otherwise
                                    permitted by law, shall be necessary in
                                    order to confer jurisdiction over Pledgor
                                    and/or Secured Party in any such court.

                           ii.      Provided that service of process is effected
                                    upon Pledgor or Secured Party in one of the
                                    manners hereafter specified or as otherwise
                                    permitted by law, Pledgor and (by its
                                    acceptance hereof) Secured Party irrevocably
                                    waives, to the fullest extent permitted by
                                    law, and agrees not to assert, by

                                        8
<PAGE>

                                    way of motion, as a defense or otherwise (i)
                                    any objection which it may have or may
                                    hereafter have to the laying of the venue of
                                    any such suit, action or proceeding brought
                                    in any court which is mentioned in this
                                    section or (ii) any claim that any such
                                    suit, action or proceeding brought in such a
                                    court has been brought in an inconvenient
                                    forum. Provided that service of process is
                                    effected upon Pledgor in one of the manners
                                    specified in this section or as otherwise
                                    permitted by law, Pledgor agrees that any
                                    final judgment from which Pledgor has not or
                                    may not appeal or further appeal in any such
                                    suit, action or proceeding brought in such a
                                    court shall be conclusive and binding upon
                                    Pledgor and may, so far as is permitted
                                    under the applicable law, be enforced in any
                                    domestic or foreign courts to the
                                    jurisdiction of which Pledgor is subject.

                           iii.     Pledgor and (by its acceptance hereof)
                                    Secured Party hereby consents to process
                                    being served in any suit, action or
                                    proceeding relating to this Agreement either
                                    by (i) the mailing of a copy thereof by
                                    registered or certified mail, postage
                                    prepaid, return receipt requested, to
                                    Pledgor and Secured Party, as applicable, at
                                    the address referenced in Section 9(b)
                                    hereof or (ii) personal delivery of a copy
                                    thereof to Pledgor and Secured Party, as
                                    applicable, on a Business Day at the address
                                    referenced in Section 9(b) hereof.

                           iv.      Nothing in this Section shall affect the
                                    right of Secured Party or Pledgor to serve
                                    process in any manner permitted by law or
                                    limit the right of Secured Party pursuant to
                                    applicable law to bring proceedings against
                                    the other in the courts of any jurisdiction
                                    or jurisdictions.

                           V.       PLEDGOR AND, BY ITS ACCEPTANCE HEREOF,
                                    SECURED PARTY HEREBY IRREVOCABLY WAIVE ANY
                                    AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
                                    PROCEEDING ARISING OUT OF OR RELATING TO
                                    THIS AGREEMENT OR THE TRANSACTIONS
                                    CONTEMPLATED HEREBY.

                  (i) Interpretation. References to articles, sections and
         schedules are, unless specified otherwise, references to articles,
         sections and exhibits of this Agreement. Words of any gender shall
         include each other gender. Words in the singular shall include the
         plural and words in the plural shall include the singular. The words
         "herein", "hereof", "hereunder" and other similar compounds of the word
         "here" shall refer to the entire Agreement and not to any particular
         provision or section. The words "include", "includes" and "including"
         shall be interpreted as if followed by the words "without limitation".
         The word "or" is not exclusive and the use of the word "and" may be
         conjunctive or disjunctive in the sole and absolute discretion of
         Secured Party. The captions of articles, sections and subsections of
         this Agreement are for convenient reference only, and shall not affect
         the construction or interpretation of any of the terms and provisions
         set forth herein.

                  (j) Waiver of Notice. Pledgor hereby waives notice of
         acceptance of this Agreement, notice of nonpayment of the Pledgor
         Obligations, demand, presentment, protest and notice thereof with
         respect to any and all instruments, notice of Collateral received or
         delivered, or any other action taken in reliance hereon and all other
         demands and notices of any description, except such as are expressly
         provided for herein or which by applicable law may not be waived

                                        9
<PAGE>

         on the date hereof. All other waivers set forth in Section 9 of the
         Guaranty are hereby incorporated herein by reference.

                  (k) Reimbursement. Without duplication of any obligations
         under any Loan Document, Pledgor shall, or shall cause its Affiliates
         to, pay or reimburse Secured Party for all fees, costs and expenses
         paid or incurred by Secured Party in connection with the preparation,
         negotiation and enforcement hereof.

                  (l) Governing Law. This Agreement shall be deemed to be a
         contract under the Laws of the State of New York, without regard for
         choice of laws principles, except as set forth in Section 5-1401 of the
         New York General Obligations Law. If an action under this Agreement is
         brought in Canada, as described in Section 9(h)i above, Pledgor agrees
         to acknowledge that New York law governs.



                            [Signature Page is next]


                                       10
<PAGE>

                [SIGNATURE PAGE TO PLEDGE AND SECURITY AGREEMENT]


         IN WITNESS WHEREOF, Pledgor, by its officer thereunto duly authorized,
has executed and delivered this Agreement as of the day and year first above
written.


                                        ADSERO CORP.



                                        By: /s/ William Smith
                                            -----------------
                                        Name: William Smith
                                        Title:


                                       11
<PAGE>
                     ACKNOWLEDGEMENT OF TECKNOLASER USA INC.

         Capitalized terms used in this Acknowledgement without definition have
the meanings ascribed to them in the Pledge and Security Agreement by Adsero
Corp., a Delaware corporation, in favor of Barrington Bank International
Limited, as secured party (the "Pledge Agreement").

         The undersigned, a Delaware corporation (hereinafter, "Issuer"), hereby
acknowledges, and approves as complying with the provisions of its
organizational documents, (a) the grant by Pledgor to Secured Party of a
security interest in the Collateral described in the Pledge Agreement, (b) the
assignment and transfer of the Collateral (including without limitation
Pledgor's status as an Equity Holder) to Secured Party in accordance with the
provisions of the Pledge Agreement, and (c) any further assignment of the
Collateral by Secured Party in realization thereon. The undersigned has marked
its register of Equity Holders to reflect such grant. The undersigned hereby
agrees to admit any transferee of the Collateral as a stockholder with all of
the rights and privileges appurtenant thereto.

         The undersigned hereby acknowledges the terms applicable to it
contained in the Pledge Agreement and agrees to comply with such terms
(including without limitation as set forth in Sections 6(d) and (e)) and to do
(or refrain from doing, as applicable) all such acts so as to enable Secured
Party to enforce the rights granted in the Pledge Agreement by Pledgor.

         DATED the 26th day of January, 2005.

                                        TECKNOLASER USA INC.


                                        By: /s/ Yvon Leveille
                                            -----------------
                                            Name: Yvon Leveille
                                            Title:

                                       12
<PAGE>
                          ACKNOWLEDGEMENT OF YAC CORP.

         Capitalized terms used in this Acknowledgement without definition have
the meanings ascribed to them in the Pledge and Security Agreement by Adsero
Corp., a Delaware corporation, in favor of Barrington Bank International
Limited, as secured party (the "Pledge Agreement").

         The undersigned, a Delaware corporation (hereinafter, "Issuer"), hereby
acknowledges, and approves as complying with the provisions of its
organizational documents, (a) the grant by Pledgor to Secured Party of a
security interest in the Collateral described in the Pledge Agreement, (b) the
assignment and transfer of the Collateral (including without limitation
Pledgor's status as an Equity Holder) to Secured Party in accordance with the
provisions of the Pledge Agreement, and (c) any further assignment of the
Collateral by Secured Party in realization thereon. The undersigned has marked
its register of Equity Holders to reflect such grant. The undersigned hereby
agrees to admit any transferee of the Collateral as a stockholder with all of
the rights and privileges appurtenant thereto.

         The undersigned hereby acknowledges the terms applicable to it
contained in the Pledge Agreement and agrees to comply with such terms
(including without limitation as set forth in Sections 6(d) and (e)) and to do
(or refrain from doing, as applicable) all such acts so as to enable Secured
Party to enforce the rights granted in the Pledge Agreement by Pledgor. In
furtherance of the preceding sentence, the Issuer will comply with instructions
originated by Lender without further consent by the Pledgor.

         DATED the 26th day of January, 2005.

                                        YAC CORP.


                                        By: /s/ William Smith
                                            -----------------
                                        Name: William Smith
                                        Title:

                                       13
<PAGE>
                                  SCHEDULE 1(b)

                                EQUITY INTERESTS

<TABLE>
<CAPTION>

                           Total Authorized                                    Capital Owned by Other Persons
                         Capital/ Description      Equity Interests            ------------------------------
        Issuer               of Interests          Owned by Pledgor             Owner           Capital Owned
 --------------------    --------------------    --------------------          -------          -------------
<S>                      <C>                     <C>                            <C>                  <C>
 YAC CORP.               10,000,000 shares of    2,101,000 shares of            None                 N/A
                          common stock,$.001         common stock
                               par value

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

 Tecknolaser USA Inc.       1,500 shares of      100 shares of common           None                 N/A
                         common stock, no par           stock
                                 value

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

</TABLE>

                                       14
<PAGE>
                              STOCK TRANSFER POWER


For value received, the undersigned, Adsero Corp. a Delaware corporation, hereby
sells, transfers and assigns to

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

all of its right, title and interest in and to _________ shares of the
___________________________ stock in Tecknolaser USA Inc., a Delaware
corporation (the "Company"), evidenced by share certificate No(s). __________.



The undersigned hereby appoints

________________________________________________________________________________

as its attorney-in-fact (with full power of substitution in the premises) to
record such transfer in the books and records of the Company.

Dated _______________________, 200___



                                        ADSERO CORP.



                                        By: _____________________________
                                        Name:
                                        Title:


                                       15
<PAGE>
                              STOCK TRANSFER POWER


For value received, the undersigned, Adsero Corp. a Delaware corporation, hereby
sells, transfers and assigns to

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

all of its right, title and interest in and to _________ shares of the
___________________________ stock in YAC CORP., a Delaware corporation (the
"Company"), evidenced by share certificate No(s). __________.



The undersigned hereby appoints

________________________________________________________________________________

as its attorney-in-fact (with full power of substitution in the premises) to
record such transfer in the books and records of the Company.

Dated _______________________, 200___



                                        ADSERO CORP.



                                        By: _____________________________
                                        Name:
                                        Title:


                                       16

