                                                                   EXHIBIT 10.12

                          FUNDING AND PAY-OFF AGREEMENT
                          -----------------------------

         THIS FUNDING AND PAY-OFF AGREEMENT (this "AGREEMENT") is made and
entered into as of January 31, 2005 by and among Compagnie Teckn-O-Laser
Global/Teckn-O-Laser Global Company, a Nova Scotia unlimited liability company
("TARGET"), Teckn-O-Laser Company/Compagnie Teckn-O-Laser, an unlimited
liability company amalgamated under the laws of Nova Scotia and a wholly owned
subsidiary of Target ("CANCO"), Tecknolaser USA Inc., a Delaware corporation and
initially a wholly owned subsidiary of Target ("USCO"), each of Yvon Leveille,
Alain Lachambre, each on behalf of himself and on behalf of any entity named in
the respective signature block on the signature page hereof, and Celine Plourde
(the preceding individuals, in their respective capacities, are collectively
referred to as the "TOLG SHAREHOLDERS"), Adsero Corp., a Delaware corporation
("ADSERO"), YAC Corp., a Delaware corporation ("YAC"), 3091732 Nova Scotia
Company, a Nova Scotia unlimited liability company and wholly owned subsidiary
of YAC ("CALLCO"), 3091503 Nova Scotia Company, a Nova Scotia unlimited
liability company ("TAC"), Barrington Bank International Limited, a Bahamian
banking company ("LENDER"), and the Caisse de depot et placement du Quebec, an
entity formed by statute under the laws of Quebec ("CDP"). The parties to this
Agreement are sometimes referred to herein individually as a "PARTY" and
collectively as the "PARTIES".

                                    RECITALS
                                    --------

1.       Lender is going to make a loan to Canco in the principal amount of
         Cdn.$2.0 million (the "LOAN") pursuant to the terms of that certain
         Loan Agreement between Lender and Canco (the "LOAN AGREEMENT"), the
         proceeds of which Loan are going to be used to pay a dividend to
         Target.

2.       Adsero is raising funds through private placements of its equity and
         convertible debt, the equity portion of which shall be in the minimum
         amount specified in the Loan Agreement (collectively, the "PRIVATE
         PLACEMENT"). Adsero shall deposit $2,100,000 (including the gross
         proceeds of the Private Placement, the "ADSERO EQUITY") into the
         Acquisition Escrow Account (as defined in Section 1.1(a)(i) below).

3.       Target is indebted to CDP pursuant to existing debentures or other
         instruments issued by Target to CDP (the "CDP DEBT"). The amounts
         required by CDP to repay the CDP Debt is reflected in a payoff letter
         by CDP addressed to Canco and Lender (a copy of which is attached as
         Exhibit F, hereinafter the "CDP PAYOFF LETTER"). Target will use the
         Loan proceeds of Canco's dividend (i) to repay the CDP Debt, (ii) to
         make a loan of $150,000 to TAC (the "TARGET LOAN"), (iii) to subscribe
         for Canco shares valued at $750,000, and (iv) to pay fees aggregating
         approximately $500,000, including (A) the legal fees described in
         Exhibit D (the "LENDER'S LEGAL FEES") and (B) other fees in connection
         with the transactions contemplated hereby.

4.       After the payments described in Recital 3 are completed (other than the
         payment of the fees described in clause (iv)(B)), Adsero will close the
         Private Placement and then subscribe for shares of YAC and contribute
         the Adsero Equity to YAC in consideration for such YAC shares; YAC will
         pay for shares of Callco that YAC has acquired and contribute the
         Adsero Equity to Callco in consideration for such Callco shares, and
         Callco will pay for shares of TAC that Callco has acquired and
         contribute the Adsero Equity to TAC in consideration for such TAC
         shares. Upon the conclusion of the foregoing steps, the organizational
         structure will be as set forth on Exhibit A.

                                       -1-
<PAGE>

5.       TAC will use (i) the Adsero Equity, and (i) the proceeds of the Target
         Loan to acquire the entirety of equity interest in Target currently
         held by the TOLG Shareholders and by CDP (the latter being the "CDP
         Equity"; the CDP Debt and the CDP Equity are collectively referred to
         as the "CDP INTEREST", and the aggregate amount required to be
         delivered to CDP for the CDP Interest is hereinafter referred to as the
         "CDP PAYOFF AMOUNT"). The shares held by the TOLG Shareholders will be
         acquired pursuant to the Share Purchase Agreement by and among the
         parties hereto other than CDP and Lender (the "SHARE PURCHASE
         AGREEMENT"). Concurrently with the payments described in the preceding
         sentence, (a) Adsero will issue to the TOLG Shareholders preferred
         shares of Adsero entitling the TOLG Shareholders to the voting rights
         set forth in Adsero's certificate of incorporation, as amended, and (b)
         TAC will issue to the TOLG Shareholders preferred shares of TAC and
         shares of TAC that are exchangeable into shares of Adsero.

6.       The parties find it necessary and desirable to enter into this
         Agreement in order to, inter alia, (i) govern the terms under, and the
         order in which, executed copies (originals, pdf or facsimile) of the
         documents, instruments, agreements and other materials required for the
         closing contemplated hereby (collectively, the "CLOSING DOCUMENTS")
         shall be delivered and released in connection with the consummation of
         the transactions described in Recitals 1-5 above and certain
         agreements, instruments and other documents related thereto, including
         (a) the Share Purchase Agreement and the Loan Agreement, and (b) govern
         the terms under, and the order in which, payments will be made in
         connection with the closing of all of the Transactions.

                                   ARTICLE 1
                                 DOCUMENT ESCROW
                                 ---------------

1.1      DELIVERIES INTO ESCROW.

         (a)      Each party agrees to deliver all of the Closing Documents to
                  be delivered in connection with the Closing into escrow to the
                  following counsel:

                  (i)      Closing Documents related to the Loan Agreement have
                           been delivered to the Montreal office of Davies Ward
                           Phillips & Vineberg LLP, counsel to Lender ("LOAN
                           ESCROW AGENT"); and

                  (ii)     Closing Documents related to the Share Purchase
                           Agreement and the repayment and acquisition, as
                           applicable, of the CDP Interest (the "CDP
                           ACQUISITION") have been delivered to Charette Nantel
                           ("ACQUISITION ESCROW AGENT"; each of Loan Escrow
                           Agent and Acquisition Escrow Agent is hereby referred
                           to as an "ESCROW AGENT" and collectively as the
                           "ESCROW AGENTS").

                  Each of the Parties shall promptly give Notice (as defined in
                  paragraph (b) below) confirming each of (y) the delivery to
                  the applicable Escrow Agent of all of such Party's Closing
                  Documents, as contemplated herein, and any funds (the "ESCROW
                  FUNDS") required to be delivered into the Escrow Accounts
                  established pursuant to Section 1.1(c) below, and (z) the
                  satisfaction of all of the conditions precedent to such
                  Party's transactions (by way of non-exhaustive example, the
                  conditions to funding under the Loan Agreement and the
                  conditions to consummating the acquisition and share exchange
                  contemplated in the Share Purchase Agreement), other than the
                  steps set forth in Section 2.2 of this Agreement. The Parties
                  hereby direct each Escrow Agent to hold such Closing Documents
                  and the Escrow Funds in escrow subject to the terms of this

                                       -2-
<PAGE>

                  Agreement, until such Closing Documents and Escrow Funds are
                  released from escrow in accordance herewith. After the
                  aforementioned Notice from all of the respective Parties as
                  described in the first sentence of this paragraph, each Escrow
                  Agent shall deliver a Notice that this Agreement has become
                  binding upon all of the Parties, and thereafter the release of
                  the Closing Documents and Escrow Funds will be subject to the
                  requirements of this Agreement.

                  On the CLOSING DATE (as described in Section 2.1(a)), which
                  shall be no sooner than two Business Days after the later of
                  the Notices delivered by the Escrow Agents, the transactions
                  described in Section 2.2 shall be implemented. For purposes of
                  the foregoing, a "BUSINESS DAY" is a day on which banks in
                  Quebec are authorized to be closed or on which the Toronto
                  Stock Exchange is closed for trading.

         (b)      Notices to be made under this Agreement shall be sufficient if
                  made to the individuals set forth on Exhibit B attached
                  hereto, if made to such individuals by e-mail transmission, by
                  facsimile, by hand-delivery, or in person using the contact
                  information provided in such Exhibit B (a "Notice").


         (c)      Each party also acknowledges that the following funds have
                  been wired into an escrow account (each, an "ESCROW ACCOUNT")
                  held by the applicable Escrow Agent:


                  (i)      Adsero has caused the Adsero Equity, as described in
                           Recital 2, to be wired to the trust account of the
                           Acquisition Escrow Agent (the "ACQUISITION ESCROW
                           FUNDS").


                  (ii)     Lender has caused Loan proceeds of $2,000,000 to be
                           wired to the trust account of the Loan Escrow Account
                           (the "LOAN ESCROW FUNDS").

1.2      INITIATION/ BINDING NATURE OF OBLIGATIONS. Without in any way
         diminishing Section Section 1.1(a) above, once the Notices from Escrow
         Agents are received by the Parties reflecting that all closing
         deliveries and the Escrow Funds described in Section 1.1(c) have been
         received, each Party shall thereafter be and hereby is, subject to the
         terms of this Agreement, obligated to take the actions designated to be
         taken by such Party in Article 2 below. If the Parties become so
         obligated, any instructions or directions set forth herein shall be
         irrevocable, the parties hereby acknowledging and agreeing that these
         instructions are coupled with an interest. If the Parties do not become
         so obligated on or before February 2, 2005, then each Escrow Agent
         shall return the Closing Documents and the applicable Escrow Funds to
         the Party that delivered same to it.

1.3      ESCROW ACCOUNT. The parties agree that due to the short timeframe for
         delivering the Escrow Funds to the applicable Party, neither Escrow
         Agent shall be required to invest such funds in an interest-bearing
         account. If, at the sole discretion of an Escrow Agent, the applicable
         Escrow Funds are invested, then all interest shall be delivered by the
         applicable Escrow Agent to the Party that so delivered such Escrow
         Funds, and no other party shall have any claim thereto. Each Party
         agrees to provide the applicable Escrow Agent with such information,
         forms and certifications as may be required in connection with the
         establishment of the Escrow Account.

                                       -3-
<PAGE>
                                   ARTICLE 2
                           FUNDING/ TRANSACTION STEPS
                           --------------------------

2.1      TRANSACTION PROCESS.

         (a)      The Parties shall agree upon a Closing Date, and in the
                  absence of such a unanimous choice of Closing Date, the
                  Closing Date deemed to have been chosen shall be the Business
                  Day that is two Business Days from the date of the last
                  Party's Notice under the first sentence of the penultimate
                  paragraph of Section 1.1(a).

         (b)      All transactions to be effected pursuant to Section 2.2
                  involving the transfer of funds shall be effected by delivery
                  of checks. The parties acknowledge and agree that delivery of
                  checks from the Escrow Accounts to each party at its notice
                  address set forth on Exhibit B in the amounts set forth in
                  Exhibit D, shall constitute good delivery of such funds.
                  Exhibit E sets forth the net payments required after giving
                  effect to the directions in Section 2.2. If all of the
                  Transactions described in Section 2.2 are not completed in a
                  timely manner, then all funds advanced or paid shall be
                  returned promptly (but in no event later than five (5)
                  Business Days after the Closing Date) to the Party that
                  initiated the advance or payment of such funds into escrow.

2.2      FLOW OF FUNDS.

         (a)      For purposes of this Section 2.2 and elsewhere herein,
                  reference is hereby made to the list of defined "Transactions"
                  set forth in Exhibit C attached hereto.

         (b)      The following Parties shall take the actions described below
                  in the order set forth below, although the Closing Documents
                  effecting these Transactions shall only be released as set
                  forth in Section 2.3:

                  (i)      On the Closing Date, Lender shall make the Loan
                           required pursuant to Transaction 1, but subject to
                           the payment directions set forth in paragraphs (ii),
                           (iii), (v) and (vi)(B) below. Lender hereby directs
                           that Loan Escrow Agent cause the delivery (by check)
                           to Canco of the Escrow Funds that Lender deposited
                           into the Loan Escrow Account (subject to the
                           directions in the provisions referred to above).

                  (ii)     In respect of Transaction 2, Canco hereby directs
                           Lender to advance (on the Closing Date) the proceeds
                           of the Loan from Transaction 1 to the order or
                           direction of Target.

                  (iii)    in respect of Transaction 3, Target hereby directs

                           (A)      Lender to re-direct to Canco $750,000 of the
                                    Loan proceeds in consideration for the
                                    issuance of additional shares of Canco to
                                    Target;

                           (B)      Lender to use a portion of the Loan proceeds
                                    in full repayment of the CDP Debt (in
                                    accordance with the CDP Payoff Letter). CDP
                                    hereby acknowledges that the CDP Payoff
                                    Letter is hereby incorporated herein by
                                    reference, and that upon receipt of payment
                                    of the CDP Payoff Amount (which includes the
                                    amount paid for the CDP Equity, as set

                                       -4-
<PAGE>

                                    forth in Section 2.2(b)(vi)(A)), CDP shall
                                    have no further interest in Target, Canco or
                                    USCo, including without limitation the CDP
                                    Interest. CDP agrees and acknowledges that
                                    it has not sold, transferred or assigned, or
                                    encumbered, hypothecated or otherwise
                                    granted a lien upon, or otherwise conveyed
                                    an interest in, all or any portion of the
                                    CDP Interest.

                           (C)      Lender to pay the Lender's Legal Fees to the
                                    counsel named on Exhibit D (such payment may
                                    be effected by moving funds from Loan Escrow
                                    Agents trust account to such firm's
                                    operating account on behalf of both offices
                                    of such firm).

                  (iv)     Effective immediately after the completion of
                           Transaction 3, in respect of Transaction 4, Adsero
                           hereby acknowledges the closing of the Private
                           Placement and directs the Acquisition Escrow Agent to
                           pay the Adsero Equity to YAC in consideration for YAC
                           shares. YAC in turn directs the Acquisition Escrow
                           Agent to pay the Adsero Equity to Callco, and Callco
                           further directs the Acquisition Escrow Agent to pay
                           the Adsero Equity to TAC. The resolutions of the
                           directors of Adsero, YAC, Callco and TAC shall be
                           deemed to have been executed and the contributions
                           set forth therein shall be deemed to have been
                           completed, and (upon the delivery to TAC of a check
                           evidencing the Adsero Equity) such parties shall be
                           deemed to jointly and severally represent and
                           warranty that all shares so issued have duly
                           authorized and issued and are nonassessable.

                  (v)      In respect of Transaction 5, Target hereby directs
                           Lender to pay the proceeds of the Target Loan to TAC,
                           subject to paragraph (vi)(B) below. TAC shall issue
                           to Target a promissory note to evidence the Target
                           Loan.

                  (vi)     In respect of Transaction 6, TAC hereby directs:

                           (A)      Acquisition Escrow Agent to pay (1) to CDP
                                    the amount set forth on Exhibit C in
                                    consideration for the CDP Equity, and (2) to
                                    the TOLG Shareholders the respective amounts
                                    set forth on Exhibit C for the balance of
                                    their shares in Target; and

                           (B)      Lender to pay the proceeds of the Target
                                    Loan to the TOLG Shareholders to the extent
                                    that the payments in clause (2) of the
                                    preceding paragraph (vi)(A) are insufficient
                                    to complete Transaction 6.

                  (vii)    Adsero and TAC hereby acknowledge the issuance to the
                           TOLG Shareholders of (y) the Adsero and TAC preferred
                           shares described in the Share Purchase Agreement, and
                           (z) the exchangeable shares of TAC set forth in the
                           Share Purchase Agreement and the related "support
                           agreements" related thereto.

2.3      RELEASE OF DOCUMENTS. Concurrently with the completion of all of the
         Transactions described in Section 2.2(b), the Closing Documents held by
         each Escrow Agent shall be deemed to be released, and the Parties
         hereby direct each Escrow Agent to compile and distribute full copies
         of such documents to all of the Parties as soon as possible thereafter.
         No Closing Documents shall be released until such time.

                                       -5-
<PAGE>

2.4      COOPERATION. Each of the Parties agrees not to (i) take actions
         inconsistent with this Agreement, or (ii) interfere with the occurrence
         of the transactions specified in Section 2.2(b) (as also described in
         the Recitals hereto).

                                    ARTICLE 3
                                THE ESCROW AGENTS
                                -----------------

3.1      Each Escrow Agent shall perform only the duties expressly set forth
         herein. It is understood and agreed that the duties of each Escrow
         Agent hereunder are purely ministerial in nature and that neither shall
         be liable for any error of judgment or for any act done or step taken
         or omitted by it in good faith, or for any mistake of fact or law, or
         for anything which it may do or refrain from doing in connection
         herewith.

3.2      Each Escrow Agent shall henceforth deal with the applicable Escrowed
         Funds only in accordance with the terms hereof. If an Escrow Agent is
         uncertain as to whether it is obligated to deliver any or all of the
         Escrowed Funds or as to who is entitled to the Escrowed Funds, or any
         portion thereof, such Escrow Agent shall:

         (a)      hold the sum in dispute until the final determination of the
                  rights of the parties in an appropriate court proceeding; or

         (b)      bring an appropriate action or proceeding for leave to deposit
                  the sum in dispute, if applicable, into court, pending such
                  determination.

3.3      Each Escrow Agent may act on the advice of independent counsel and
         shall not be liable to any person by reason of following the advice of
         counsel (including the attorneys associated with or partners in
         Charette Nantel or Davies Ward Phillips & Vineberg LLP (New York City
         or Canadian offices)) or by any action taken or not taken in good faith
         in accordance with such advice, except to the extent that such action
         constitutes gross negligence or wilful misconduct.

3.4      Each Escrow Agent shall be entitled to rely exclusively on, and shall
         be protected in acting or refraining from acting upon, any written
         notice, instruction, request or other document purported to be
         furnished to it by the parties hereto, and neither Escrow Agent shall
         be bound to enquire as to the veracity, accuracy or adequacy thereof or
         be bound by any notice, instruction, request or other document to the
         contrary by any person other than a person entitled to give such notice
         and each of the parties hereto shall not hold such Escrow Agent liable
         for any loss or injury to them.

3.5      Neither Escrow Agent, its partners, associates, employees and agents
         shall incur any liabilities hereunder or in connection herewith for
         anything whatsoever and the parties hereto hereby release each Escrow
         Agent and such persons from any action, cause of action, claim, demand,
         damage, loss, cost, liability, penalty and expense whatsoever, whether
         arising, directly or indirectly, by way of statute, contract, tort or
         otherwise. The parties hereto shall indemnify the each Escrow Agent,
         its partners, associates, employees and agents and hold it and them
         harmless against any action, cause of action, claim, demand, damage,
         loss, liability or expense arising out of or in connection with this
         agreement, including the costs and expenses incurred in defending any
         such claim of liability. Notwithstanding any other provision of this
         agreement, the foregoing indemnification shall survive termination of
         this agreement.

3.6      All costs and expenses incurred by an Escrow Agent acting as such shall
         be the solidary (joint and several) responsibility of the parties
         hereto.

                                       -6-
<PAGE>

3.7      In the event of any disagreement between the parties resulting in
         adverse claims or demands with respect to Escrowed Funds, the
         applicable Escrow Agent shall be entitled, at its option, to refuse to
         comply with any claims or demands on it with respect thereto as long as
         such disagreement shall continue, and in so refusing, the Escrow Agent
         may elect to make no delivery of the Escrowed Funds. In so doing, such
         Escrow Agent shall not be or become liable in any way to any party
         hereto for its failure or refusal to comply with such claims or
         demands. In the event of any disagreement or apparent disagreement
         between the parties hereto resulting in adverse claims or demands with
         respect to the applicable Escrowed Funds or if any of the parties
         hereto, including an Escrow Agent, are in or appear to be in
         disagreement about the interpretation of this agreement or about the
         rights and obligations of such Escrow Agent or the propriety of an
         action contemplated by such Escrow Agent under this agreement, such
         Escrow Agent may, at its option, deposit the applicable Escrowed Funds
         or any part thereof then in its possession with a court of competent
         jurisdiction in Montreal, Quebec and seek instruction or direction from
         a court of competent jurisdiction which direction may include a request
         for an interpleader order. Upon an Escrow Agent making such deposit,
         such Escrow Agent shall be discharged and released of its duties and
         obligations hereunder. Each Escrow Agent shall be indemnified by the
         parties hereto, on a solidary basis (joint and several), in any such
         action, interpleader or any other action or proceeding for all costs,
         expenses and fees in its capacity as Escrow Agent in connection with
         any deposit or any action brought in connection with this agreement.
         The parties hereto hereby acknowledge and agree that an Escrow Agent
         shall be entitled to represent itself in connection with any legal
         actions taken in connection with this agreement. Upon an Escrow Agent's
         delivery or deposit of the applicable Escrowed Funds in accordance with
         the provisions of this agreement, the applicable Escrow Agent shall be
         automatically and immediately released from all obligations under this
         agreement to the other parties hereto and to any other person with
         respect to any part of the monies held in escrow hereunder.

3.8      An Escrow Agent may resign its position and be discharged from all
         further duties under this agreement on 15 days' written notice to the
         parties hereto or such shorter notice as they may accept as sufficient.
         Lender (with respect to the Loan Escrow Agent) and Adsero (with respect
         to the Acquisition Escrow Agent) shall have the right to appoint a new
         escrow agent; until Lender or Adsero (as applicable) appoint a new
         escrow agent, the applicable Escrow Agent shall continue to hold the
         Escrowed Funds in accordance with the terms and conditions contained in
         this agreement or, at the option of the applicable Escrow Agent, bring
         an appropriate action or proceeding for leave to deposit such Escrowed
         Funds into court, pending such appointment. Lender or Adsero, as
         applicable, shall have the right, at any time on 15 days' notice to the
         Escrow Agent, acting jointly, to remove an Escrow Agent and to appoint
         a new Escrow Agent. In the event of the resignation or removal of the
         Escrow Agent, Lender or Adsero, as applicable, shall forthwith appoint
         a new escrow agent acceptable to them and shall give notice of such
         appointment to the parties hereto. Upon receipt of such notice, the
         removed or replaced Escrow Agent shall transfer and deliver to the new
         escrow agent the Escrowed Funds and other material in the possession of
         such Escrow Agent relating to the administration of this agreement
         which would be necessary or useful to the new escrow agent. On any
         appointment of a new escrow agent, the new escrow agent shall be vested
         with the same powers, rights, duties and responsibilities and shall be
         subject to removal as escrow agent hereunder as if it had been
         originally named herein as the respective Escrow Agent without any
         further assurance, conveyance, act or deed.

3.9      Save for the indemnification obligations described above, which shall
         survive this Agreement, this Agreement shall terminate and cease to be
         of any further force and effect when each Escrow

                                       -7-
<PAGE>

         Agent shall have distributed the Escrowed Funds in its possession in
         accordance with the terms of this Agreement.

3.10     Neither Davies Ward Phillips & Vineberg LLP (New York and Canadian
         offices), Charette Nantel, nor any other escrow agent that is a firm of
         lawyers shall, by reason of its agreeing to act as an Escrow Agent
         hereunder, be precluded from acting as legal counsel to any party
         hereto.

3.11     The indemnities, releases and limitations of liability contained in
         this section shall not apply with respect to any matter arising out of
         the willful misconduct or gross negligence of an Escrow Agent, its
         partners, associates, employees or agents.

                                    ARTICLE 4
                                  MISCELLANEOUS
                                  -------------

4.1      ASSIGNMENT. This Agreement and the rights and duties hereunder shall be
         binding upon and inure to the benefit of the parties hereto and their
         respective successors and permitted assigns, and to the benefit of each
         Escrow Agent, as intended third party beneficiaries. No rights or
         obligations hereunder may be sold, transferred or assigned without the
         prior written consent of each Party hereto, which may be withheld in
         each such Party's sole discretion (except that CDP may not withhold its
         consent to any action not affecting or delaying delivery of the CDP
         Payoff Amount), and any such sale, transfer or assignment in
         contravention hereof shall be void and of no effect.

4.2      TIME OF ESSENCE.  Time is of the essence in this Agreement.

4.3      PRINCIPLES OF CONSTRUCTION. All references to sections and schedules in
         this Agreement are to sections and schedules in or to this Agreement
         unless otherwise specified. Unless the context indicates to the
         contrary, all references to a document, instrument or agreement (or any
         other written materials) includes all amendments, restatements,
         supplements to and substitutions thereof. All references to statutes or
         regulations mean such statutes, the regulations or other legislation
         promulgated thereunder, any amendments thereto or any substitute
         legislation. Unless otherwise specified, the words "hereof," "herein"
         and "hereunder" and words of similar import when used in this Agreement
         shall refer to this Agreement as a whole and not to any particular
         provision of this Agreement. Unless otherwise specified, the word
         "including" shall mean "including without limitation". Unless otherwise
         specified, all meanings attributed to defined terms herein shall be
         equally applicable to both the singular and plural and the masculine,
         feminine and neutral forms of the terms so defined.

4.4      LIMITED CDP INVOLVEMENT AND LIABILITY. The parties other than CDP
         hereby acknowledge that (a) CDP is entering into this Agreement solely
         for the purpose of indicating that its receipt of the CDP Payoff Amount
         is contingent upon the condition subsequent that the other Transactions
         described herein are consummated, and (b) CDP has no responsibilities
         or liability hereunder or under any documents, instruments or
         agreements evidencing the other transactions described herein, other
         than to return the CDP Payoff Amount if all of the Transactions are not
         consummated substantially as described in Section 2.2(b) hereof.

4.5      CURRENCY. All references to "$" or "dollars" are to Canadian dollars
         unless indicated to the contrary.

4.6      MODIFICATION. No agreement unless in writing and signed by the Party
         against whom enforcement is sought, and no course of dealing between
         the Parties shall be effective to change,

                                       -8-
<PAGE>

         waive, terminate, modify, discharge, or release in whole or in part any
         provision of this Agreement.

4.7      NO WAIVER. Waivers of rights hereunder are required by all Parties to
         which the benefits of the "waived" obligation flow. Any waiver by any
         Party of any breach of or failure to comply with any provisions of this
         Agreement by any other Party shall be in writing and shall not be
         construed as, or constitute, a continuing waiver of such provision, or
         a waiver of any other breach of, or failure to comply with, any other
         provision of this Agreement.

4.8      INCORPORATION BY REFERENCE. The following provisions of Schedule I to
         the Loan Agreement are hereby incorporated herein by reference, as
         though set forth at length herein: 2(d), 2(g), 2(i), 2(j) (provided
         that such provision shall not eliminate the obligation to deliver the
         notices specifically required herein), 2(k) (which provision governs
         JURISDICTION and related matters), 2(l), 2(m), 2(n) (which provision
         contains a WAIVER OF JURY TRIAL), 2(t) and 2(v).

4.9      GOVERNING LAW; LANGUAGE. This Agreement shall be deemed to be a
         contract under the Laws of the Province of Quebec and the federal laws
         of Canada, without regard for choice of laws principles. The parties
         acknowledge that they have required that the present agreement, as well
         as all documents, notices and legal proceedings entered into, given or
         instituted pursuant hereto or relating directly or indirectly hereto be
         drawn up in English. Les parties reconnaissent avoir exige la redaction
         en anglais de la presente convention, ainsi que de tous documents
         executes, avis donnes et procedures judiciaries intentees, directement
         ou indirectement, a la suite ou relativement a la presente convention.



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                                       -9-
<PAGE>

         IN WITNESS WHEREOF, the Parties have executed (or caused duly
authorized officers to execute) this Agreement as of the date provided in the
first paragraph hereof.


TARGET:  Compagnie Teckn-O-Laser Global/    USCO: Tecknolaser USA Inc.
         Teckn-O-Laser Global Company

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


CALLCO: 3091732 Nova Scotia Company         YAC: YAC Corp.

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


CANCO: Teckn-O-Laser Company/               ADSERO: Adsero Corp.
       Compagnie Teckn-O-Laser

By: /s/ Yvon Leveille                       By: /s/ William Smith
    -----------------                           -----------------
Name: Yvon Leveille                         Name: William Smith


TAC: 3091503 Nova Scotia Company            LENDER: Barrington Bank
                                                    International Limited

By: /s/ William Smith                       By: /s/ Michael Morris
    -----------------                           ------------------
Name: William Smith                         Name: Michael Morris


TOLG SHAREHOLDERS:                          CDP: Caisse de depot et placement
                                                 du Quebec

 /s/ Yvon Leveille                          By: /s/Claude Lafond
 -----------------                              ----------------
 YVON LEVEILLE, on his own behalf and on    Name: Claude Lafond
 behalf of 9144-6773 QUEBEC INC.


 /s/ Alain Lachambre                        By: /s/ Yves Cusson
 -------------------                            ---------------
 ALAIN LACHAMBRE, on his own behalf and     Name: Yves Cusson
 on behalf of 9144-6906 QUEBEC INC.


 /s/ Celine Plourde
 ------------------
 CELINE PLOURDE

                                      -10-
<PAGE>
                                    EXHIBIT A
                                    ---------

                       [Corporate / Organizational Chart]



                                       A-1
<PAGE>
                                 EXHIBIT B
                                 ---------


Party:                           Notice Address - Notice can be by e-mail or fax
________________________________________________________________________________

Adsero                           One notice to all 4 is sufficient.
YAC                              Address for notice:
Callco
TAC                              11 Tanager Ave.
                                 Suite 100
                                 Toronto, Ontario
                                 M4G 3P9
                                 Attention: William Smith

                                 Telephone: (416) 467-5152
                                 Facsimile: (416) 467-7173
                                 e-mail: williamsmith4563@rogers.com
________________________________________________________________________________

Target                           2101 Nobel Street,
Canco                            Ste- Julie, Quebec, J3E 1Z8 Canada
USCo                             Telephone:  (450) 922-0555
TOLG Shareholders (in the
capacities set forth in the      Notice delivered to the following two
first paragraph and on the       addressees shall be deemed to satisfy the
signature page):                 notice requirements for Target, Canco and USCo.

Yvon Leveille and Celine         Facsimile: (450) 922-0707
Plourde (one notice              e-mail:  yleveille@teckn-o-laser.com
sufficient for both)

Alain Lachambre                  Facsimile: (450) 922-0707
                                 e-mail:  alachambre@teckn-o-laser.com
________________________________________________________________________________

CDP                              Caisse de depot et placement du Quebec
                                 1000, place Jean-Paul Riopelle, bureau A-300
                                 Montreal, Quebec  H4Z 1B7, Canada
                                 Attn:  Yves Cusson
                                 Telephone: (514) 847-2695
                                 Facsimile: (514) 847-2493
                                 ycusson@lacaisse.com
________________________________________________________________________________

Lender                           Barrington Bank International Limited
                                 Cumberland House, P.O. Box N3026, 2nd Floor
                                 Naussau, Bahamas
                                 Attention: Michael Morris
                                 Telephone: (954) 364-8822
                                 Facsimile: (242) 322-3537 and (416) 352-6015
                                 e-mail: mmorris@barringtonbahamas.com
________________________________________________________________________________

                                       B-1
<PAGE>

________________________________________________________________________________

Loan Escrow Agent                Davies Ward Phillips & Vineberg LLP
                                 1501 McGill College Ave.
                                 Montreal, Quebec H3A 3N9
                                 Attn: Philippe Johnson
                                 Telephone: (514) 841-6501
                                 Facsimile: (514) 841-6499
                                 e-mail:  pjohnson@dwpv.com
________________________________________________________________________________

Acquisition Escrow Agent         Charette Nantel
                                 1010 Sherbrooke St. West, Suite 405
                                 Montreal, Quebec, H3A 2R7
                                 Attn: Guy Charette
                                 Telephone: (514) 868-9193
                                 Facsimile: (514) 868-9195
                                 e-mail: gcharette@translaw.ca
________________________________________________________________________________

                                       B-2
<PAGE>
                                    EXHIBIT C
                                    ---------

                                Transaction List
                                ----------------

1.       Transaction 1 shall mean the advance of $2.0 million by Lender to Canco
         pursuant to the terms of the Loan Agreement.

2.       Transaction 2 shall mean Canco's dividend to Target of the Loan
         proceeds.

3.       Transaction 3 shall mean, collectively, (I) Target's CONTRIBUTION TO
         CANCO OF $750,000, in consideration of shares of Canco, (II) Target's
         repayment in full of the CDP Debt and CDP's concurrent release of (a)
         all obligations owing by Target, Canco or USCo to CDP and (b) all
         liens, if any, in favor of CDP or its affiliates to which the assets of
         any of Target, Canco or USCo are subject, all of which is provided for
         in the CDP Payoff Letter, and (III) Target's payment of the Lender's
         Legal Fees.

4.       Transaction 4 shall mean, collectively, (I) Adsero's closing of the
         Private Placement, followed by (II) the subscription by Adsero for
         shares of YAC and contribution to YAC of the Adsero Equity in
         consideration for such YAC shares, followed by (III) YAC's payment to
         Callco of the Adsero Equity in consideration for shares of Callco that
         YAC previously acquired subject to call, followed by (IV) Callco's
         payment to TAC of the Adsero Equity in consideration for shares of TAC
         that Callco had previously acquired subject to call. Upon the
         conclusion of the foregoing steps, the organizational structure will be
         as set forth on Exhibit A.

5.       Transaction 5 shall mean Target's making of the Target Loan of $150,000
         to TAC.

6.       Transaction 6 shall mean (I) TAC's payment to CDP OF $1,500,000 for the
         CDP Equity, (II) TAC's payment to the TOLG SHAREHOLDERS OF $750,000
         pursuant to the Share Purchase Agreement and the releated documents,
         (III) each of Adsero's and TAC's issuance of preferred shares to the
         TOLG Shareholders pursuant to the Share Purchase Agreement and the
         related documents, and (IV) the issuance to the TOLG Shareholders of
         TAC preferred shares and shares in TAC that are exchangeable into
         shares of Adsero. The payments required pursuant to clause (II) above
         shall be allocated as follows:

         (a)      To Yvon Leveille: $221,969

         (b)      To 9144-6773 Quebec Inc. $207,760 (c/o Yvon Leveille)

         (c)      To Alain Lachambre: $144,144

         (d)      To Celine Plourde: $176,127


                                      * * *

                                       C-1
<PAGE>
                                    EXHIBIT D
                                    ---------

                               Lender's Legal Fees
                               -------------------


Firm:                                                         Fees Payable (C$)
________________________________________________________________________________

Barrington Lawyer - New York                                       $54,972
Davies Ward Phillips & Vineberg LLP
________________________________________________________________________________

Barrington Lawyer - Montreal                                       $44,510
Davies Ward Phillips & Vineberg LLP
________________________________________________________________________________



                                       D-1
<PAGE>
                                    EXHIBIT E
                                    ---------


Recipient:                                            Source
________________________________________________________________________________

 CDP:
 $1,500,000                         Check from Acquisition Escrow Agent
                                     trust account
 $  600,000 + interest(1)           Check from Loan Escrow Agent trust account
 ------------------------
 $2,100,000
________________________________________________________________________________

TOLG Shareholders: Aggregate
of $750,000

(a) To Yvon Leveille: ($221,969)    Check ($150,000) from Loan Escrow Agent
                                     trust account
                                    Check ($71,969) from Acquisition Escrow
                                     Agent trust account

(b) To 9144-6773 Quebec Inc.        Check from Acquisition Escrow Agent
($207,760)                           trust account

(c) To Alain Lachambre:             Check from Acquisition Escrow Agent
($144,144)                           trust account

(d) To Celine Plourde:              Check from Acquisition Escrow Agent
($176,127)                           trust account
________________________________________________________________________________

Canco ($750,000)                    Check from Loan Escrow Agent trust account

Target: The excess of (i)           Check from Loan Escrow Agent trust account
$500,000 over (ii) sum of            to Charette Nantel, in trust
interest payable to CDP plus
Lender's Legal Fees
________________________________________________________________________________

Davies Ward Philips & Vineberg      Davies Ward Phillips & Vineberg LLP to move
LLP (Montreal and New York          aggregate amount of Lender's Legal Fees from
offices) - (Payment of Lender's     its escrow account to its operating account
Legal Fees in Exhibit D)

________________________________________________________________________________


(1) Interest of $12,191 as of December 31, 2004, plus per diem of $271.


                                       E-1
<PAGE>
                                    EXHIBIT F
                                    ---------

                                CDP Payoff Letter

                                    {Follows}



                                       F-1

