                                                                    EXHIBIT 10.5

                            SHARE PURCHASE AGREEMENT

         This SHARE PURCHASE AGREEMENT ("AGREEMENT") is made and entered into in
the City of Montreal, Quebec, Canada, on the 1st day of January, 2005.

BY:               TECKN-O-LASER GLOBAL INC., a company incorporated under Part
                  1A of the Companies Act (Quebec) with its principal executive
                  offices at 2101-N Nobel Street, Ste-Julie, Province of Quebec,
                  J3E 1Z8, herein represented by Yvon Leveille, its President,
                  duly authorized in virtue of a resolution of the Board of
                  directors dated January 1st, 2005;

                  (the "VENDOR")

AND:              TECKNOLASER USA, INC., a U.S. company incorporated under the
                  laws of Delaware and with its principal offices at 2101-N
                  Nobel Street, Ste-Julie, Province of Quebec, J3E 1Z8, herein
                  represented by Yvon Leveille, its President, duly authorized
                  in virtue of a resolution of the Board of directors dated
                  January 1st,. 2005;

                  ("TOL USA" or the "ACQUIREE")

AND:              ADSERO CORP., a Delaware corporation with its principal
                  executive offices at 11 Tanager Avenue, Suite 100, Toronto,
                  Ontario, Canada, M4G 3P9, herein represented by William Smith,
                  its CFO, duly authorized in virtue of a resolution of the
                  Board of directors dated January 1st, 2005;

                  ("ADSERO" or the "ACQUIROR")


                                    PREAMBLE

         WHEREAS the Acquiror hereby wishes to acquire and the Vendor hereby
wishes to sell, subject to the terms hereof, 100% of its interests in the share
capital of TOL USA;

         WHEREAS TOL USA is a wholly owned subsidiary of the Vendor;

         WHEREAS the Vendor directly or beneficially owns all of the issued and
outstanding shares in the share capital of TOL USA;

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         WHEREAS, in consideration of the Purchase Price (as defined herein) and
subject to the terms and conditions hereof, the Acquiror hereby purchases and
the Vendor hereby sells all of the issued and outstanding shares in TOL USA.

         NOW, THEREFORE, in consideration of the respective covenants contained
herein and intending to be legally bound hereby, the Parties hereto agree as
follows:


                                    ARTICLE I

                                   DEFINITIONS

         For convenience, certain terms used in this Agreement and not defined
above or elsewhere, are listed in alphabetical order and defined below (such
terms as well as any other terms defined elsewhere in this Agreement shall be
equally applicable to both the singular and plural forms of the terms defined):

All references to currencies in this Agreement shall be in U.S. dollars unless
stated otherwise.

         "ACQUIREE SHARES" as the meaning provided in Section 2.1 hereof.

         "ADSERO SEC REPORTS" means all required forms, reports, statements,
         schedules and other documents filed with the SEC (including its most
         recent annual and quarterly financial statements available as of the
         date hereof).

         "AFFILIATE" means, with respect to any Person, any other Person that
         directly or indirectly controls or is controlled by or under common
         control with such Person. For the purposes of this definition,
         "control" when used with respect to any Person, means the possession,
         direct or indirect, of the power to direct or cause the direction of
         the management and policies of such Person, whether through the
         ownership of voting securities, by contract or otherwise; and the terms
         "affiliated," "controlling" and "controlled" have meanings correlative
         to the foregoing.

         "AGREEMENT" means this Share Purchase Agreement and the Schedules
         hereto.

         "ASSETS" means, with respect to TOL USA, all of the assets, properties,
         goodwill and rights of every kind and description, moveable and
         immoveable, real and personal, tangible and intangible, wherever
         situated and whether or not reflected in the Vendor's most recent
         consolidated financial statements and to which TOL USA has good and
         marketable title.

         "BUSINESS" means with respect to TOL USA, its entire business and
         operations.

         "BUSINESS DAY" means any day except Saturday, Sunday and any day which
         shall be a legal holiday or a day on which banking institutions in the
         Province of Quebec generally are authorized or required by law or other
         government actions to close.

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         "CHARTER DOCUMENTS" means TOL USA's certificate or articles of
         incorporation or memorandum and articles of association, and any
         amendments thereto.

         "CLOSING" means the closing of the Transactions set forth herein held
         on the date hereof at the offices of Belanger Sauve in Montreal,
         Quebec; the Closing shall be deemed completed only once all the
         Transaction Documents have been executed and all acts and ancillary
         documents contemplated in this Agreement shall have been completed to
         the satisfaction of all Parties.

         "CONTRACT" means any written or oral contract, agreement, letter of
         intent, agreement in principle, lease, instrument or other commitment
         that is binding on the Vendor or TOL USA or their respective properties
         under applicable Law.

         "COPYRIGHTS" means registered copyrights, copyright applications and
         unregistered copyrights.

         "COURT ORDER" means any judgment, decree, injunction, order or ruling
         of any federal, state, local or foreign court or governmental or
         regulatory body or authority, or any arbitrator that is binding on the
         Vendor or TOL USA or its property under applicable Law.

         "DEFAULT" means (i) a breach, default or violation, (ii) the occurrence
         of an event that with or without the passage of time or the giving of
         notice, or both, would constitute a breach, default or violation or
         (iii) with respect to any Contract, the occurrence of an event that
         with or without the passage of time or the giving of notice, or both,
         would give rise to a right of termination, renegotiation or
         acceleration or a right to receive damages or a payment of penalties.

         "EFFECTIVE DATE" means January 1st, 2005 at 9:00 a.m.

         "ENCUMBRANCES" means any lien, mortgage, security interest, pledge,
         restriction on transferability, defect of title or other claim, charge
         or encumbrance of any nature whatsoever on any property or property
         interest.

         "ENVIRONMENTAL CONDITION" means any condition or circumstance,
         including the presence of Hazardous Substances which does or would (i)
         require assessment, investigation, abatement, correction, removal or
         remediation under U.S. Environmental Laws, as the case may be, (ii)
         give rise to any civil or criminal Liability under U.S. Environmental
         Laws, (iii) create or constitute a public or private nuisance or (iv)
         constitute a violation of or non-compliance with U.S. Environmental
         Laws.

         "ENVIRONMENTAL PERMITS" includes all orders, permits, certificates,
         approvals, consents, registrations and licences issued by any authority
         of competent jurisdiction under U.S. Environmental Law, as the case may
         be.

         "GOVERNMENTAL AUTHORITY" means any federal, state, local, municipal or
         foreign or other government or governmental agency or body.

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         "HAZARDOUS SUBSTANCES" means any material, waste or substance
         (including, without limitation, any product) that may or could pose a
         hazard to the environment or human health or safety including, without
         limitation, any contaminant, toxic substance, dangerous goods or
         pollutant or any other substance which when released to the natural
         environment is likely to cause, at some immediate or future time,
         material harm or degradation to the natural environment or material
         risk to human health as the whole is regulated under any laws or court
         orders.

         "INTELLECTUAL PROPERTY" means any Copyrights, Patents, Trademarks,
         technology, licenses, trade secrets, computer software and other
         intellectual property.

         "KNOWLEDGE" of any Person means that which such Person actually knows
         or, after diligent investigation commensurate with such Person's
         position with another Person, should have known.

         "LAW" means any statute, law, ordinance, regulation, order, rule,
         common law principles or consent agreements of any Governmental
         Authority, including, without limitation, those covering environmental,
         energy, safety, health, transportation, bribery, record keeping,
         zoning, anti-discrimination, antitrust, wage and hour, and price and
         wage control matters.

         "LEASED PREMISES" means all premises leased by TOL USA under the
         Leases;

         "LEASES" means the leases and the agreements to lease under which TOL
         USA leases any real property, as listed in Schedule 3.23 attached
         hereto;

         "LIABILITY" means any direct or indirect liability, indebtedness,
         obligation, expense, claim, loss, damage, deficiency, guaranty or
         endorsement of the Acquiree.

         "LITIGATION" means any lawsuit, action, arbitration, administrative or
         other proceeding, criminal prosecution or governmental investigation or
         inquiry.

         "MATERIAL ADVERSE EFFECT" means a fact or event which has had or is
         reasonably likely to have a material adverse effect on the Assets,
         Business, financial condition or results of operations of TOL USA, as
         the case may be, as indicated by the context in which used, and when
         used with respect to representations, warranties, conditions, covenants
         or other provisions hereof means the individual effect of the situation
         to which it relates and also the aggregate effect of all similar
         situations unless the context indicates otherwise.

         "PATENTS" means patents, patent applications, reissue patents, patents
         of addition, divisions, renewals, continuations, continuations-in-part,
         substitutions, additions and extensions of any of the foregoing.

         "PERSON" means an individual or a corporation, partnership, trust,
         incorporated or unincorporated association, joint venture, limited
         liability company, joint stock company, government (or an agency or
         political subdivision thereof) or other entity of any kind.

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         "PROCEEDING" means an action, claim, suit, investigation or proceeding
         (including, without limitation, an investigation or partial proceeding,
         such as a deposition), whether commenced or threatened.

         "PURCHASE PRICE" has the meaning provided in Section 2.2 hereof.

         "REGULATION" means any federal, state, local or foreign rule or
         regulation.

         "SCHEDULE" means any Schedule attached to and forming part of this
         Agreement.

         "SECURITIES LAWS" means any applicable laws, statutes, regulations,
         by-laws, guidelines, national instruments in force in any jurisdiction
         of Canada or United States which are applicable to any Party hereof and
         to the issuance of any security;

         "SUBSIDIARY" means any corporation or other legal entity of which TOL
         USA owns, directly or indirectly, more than 50% of the stock or other
         equity interests the holders of which are generally entitled to vote
         for the election of directors or other governing body of such
         corporation or other entity.

         "TAXES" means any and all federal, provincial, state, municipal, local
         and foreign taxes, assessments and other governmental charges, duties,
         impositions, levies and liabilities, including, without limitation,
         taxes based upon gross receipts, assets, transfer taxes, income,
         profits, sales, use and occupation, and value added, ad valorem,
         transfer, gains, franchise, withholding, payroll, recapture,
         employment, excise, unemployment, insurance, social security, business
         license, occupation, business organization, stamp, environmental and
         property taxes, together with all interest, penalties and additions
         imposed with respect to such amounts.

         "TAX RETURN" means any report, return, election, notice, estimate,
         declaration, information statement and other forms and documents
         (including all schedules, exhibits and other attachments thereto)
         relating to and filed or required to be filed with a taxing authority
         in connection with any Taxes (including, without limitation, estimated
         Taxes).

         "TRADEMARKS" means registered trademarks, registered service marks,
         trademark and service mark applications and unregistered trademarks and
         service marks.

         "TRANSACTION DOCUMENTS" means this Agreement and the other agreements
         described in Article II.

         "TRANSACTIONS" means the transactions herein contemplated.

         "U.S. ENVIRONMENTAL LAWS" means all applicable statutes, regulations,
         ordinances, by-laws, codes and common law principles, and all
         international treaties and agreements, now in existence in the United
         States (whether federal, state or municipal) relating to the protection
         and preservation of the environment, human health and safety or
         Hazardous Substances.

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SCHEDULES:

This Agreement incorporates the following schedules which the parties
acknowledge are an integral part hereof:


SCHEDULE 2.1      ISSUED AND OUTSTANDING SHARES OF ACQUIREE

SCHEDULE 3.7      TITLE TO ASSETS AND RELATED MATTERS
SCHEDULE 3.9.5    ENVIRONMENTAL PERMITS
SCHEDULE 3.9.6    HAZARDOUS SUBSTANCES
SCHEDULE 3.10.2   CAPITAL EXPENDITURES
SCHEDULE 3.11     LIST OF EMPLOYEES
SCHEDULE 3.14     EMPLOYEE POLICIES AND WORK-RELATED RULES
SCHEDULE 3.16.1   INTELLECTUAL PROPERTY
SCHEDULE 3.16.2   INTELLECTUAL PROPERTY ENCUMBRANCES

SCHEDULE 3.23     LEASES


                                   ARTICLE II
                              PURCHASES, SALES AND
                      CANCELLATIONS OF SHARES, ISSUANCE OF
                           STOCK OPTIONS, AND RELATED
                                  TRANSACTIONS

2.1      SALE AND PURCHASE OF SHARES OF ACQUIREE

         Subject to the terms and conditions set forth in this Agreement, the
Vendor hereby, on the Effective Date, sells to the Acquiror 100% of all of the
issued and outstanding shares of TOL USA (the "ACQUIREE SHARES") all of which
are listed in Schedule 2.1 annexed hereto.

2.2      PURCHASE PRICE

         The purchase price (the "PURCHASE PRICE") for the Acquiree Shares shall
be the aggregate amount of ONE THOUSAND U.S. DOLLARS (US$1,000).

2.3      PAYMENT OF PURCHASE PRICE

Payment of the Purchase Price shall be made by cheque delivered on Closing,
whereof quit.

2.4      CLOSING

         2.4.1    PLACE AND CLOSING

                  The closing of the transaction shall take place on January
                  1st, 2005 and shall be held at the offices of Belanger Sauve
                  in Montreal, Quebec.

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         2.4. 2   CLOSING DELIVERIES

                  2.4.2.1  DELIVERIES IN FAVOUR OF THE ACQUIROR

                  The obligation of the Acquiror to purchase the Acquiree Shares
                  shall be conditional upon receipt of the following on Closing:

                  a) Share certificates evidencing in the aggregate 100% of the
                  issued and outstanding Acquiree Shares in negotiable form,
                  duly endorsed in blank, or with stock transfer powers attached
                  thereto;

                  b) Certificate executed by the Chief Executive Officer of the
                  Vendor certifying that:

                           i.       the representations and warranties of the
                                    Vendor contained in this Agreement are true
                                    and correct on and as of Closing;,

                           ii.      each of the Vendor and TOL USA have
                                    performed or complied in all material
                                    respects with all agreements, conditions and
                                    covenants required by this Agreement to be
                                    performed or complied with by each of them
                                    on or before Closing:

                           iii.     there has been no Material Adverse Effect on
                                    the business of TOL USA;

                           iv.      all third party consents required to be
                                    obtained for the consummation of the
                                    Transactions, or the absence of which would
                                    result in a Material Adverse Effect on the
                                    Vendor or TOL USA, have been obtained; and

                           v.       all required governmental approvals have
                                    been obtained and any applicable waiting
                                    periods, have expired.

                  c) All books and records of the Acquiree.

                  2.4.2.2 DELIVERIES IN FAVOUR OF THE VENDOR

                  The obligation of the Vendor to sell the issued and
                  outstanding securities of the Acquiree shall be conditional
                  upon receipt of the following on Closing:

                  a)       Cash payment in the aggregate amount of US$1,000.00;

                  b)       Certificate executed by the Chief Executive Officer
                           and Chief Financial Officer of Adsero certifying
                           that:

                           i)       the representations and warranties of Adsero
                                    contained in this Agreement are true and
                                    correct on the date hereof (except to the

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                  extent such representations and warranties speak as of an
                  earlier date) and are also true and correct on and as of
                  Closing;

                           ii)      Adsero has performed or complied in all
                                    material respects with all agreements,
                                    conditions and covenants required by this
                                    Agreement to be performed or complied with
                                    it on or before Closing;

                           iii)     all third party consents required to be
                                    obtained for the consummation of the
                                    Transactions, or the absence of which would
                                    result in a Material Adverse Effect on
                                    Adsero, have been obtained; and

                           iv)      there has been no Material Adverse Effect on
                                    the business of Adsero;

                  c)       Any further closing documents required to be tendered
                           pursuant to the terms hereof.

                  On Closing or thereafter, the Parties shall duly execute,
                  acknowledge and deliver all such further assignments,
                  conveyances, instruments and documents, and shall take such
                  other action consistent with the terms of this Agreement to
                  carry out the transactions contemplated by this Agreement.


                                   ARTICLE III

             REPRESENTATIONS AND WARRANTIES OF TOL USA AND OF VENDOR

         Acquiree and the Vendor hereby solidarily represent and warrant to
Acquiror as follows, and confirm that Acquiror is relying upon the accuracy of
each of such representations and warranties in connection with the purchase of
the Acquiree Shares and the completion of the other Transactions hereunder:

3.1      CORPORATE AUTHORITY AND BINDING OBLIGATION

         The Vendor and TOL USA are corporations duly organized, validly
existing and in good standing under the Laws under which they were incorporated.
The Acquiree is qualified to do business as a foreign corporation in any
jurisdiction where it is required to be so qualified, except where the failure
to so qualify would not have a Material Adverse Effect. The Charter Documents
and bylaws of TOL USA (all of which have been delivered or made available to
Acquiror) have been duly adopted and are current, correct and complete. The
Vendor and TOL USA have all necessary corporate power and authority to own,
lease and operate their Assets and to carry on their Business as they are now
being conducted. TOL USA has no Subsidiary.

3.2      AUTHORIZATION

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<PAGE>

         Each of the Vendor and TOL USA has the requisite corporate power and
authority to execute and deliver the Transaction Documents to which it is a
party and to perform the Transactions to be performed by it. Such execution,
delivery and performance by each of the Vendor and TOL USA has been duly
authorized by all necessary corporate action. The Vendor has the capacity to
execute and deliver the Transaction Documents to which it is a party and to
perform the Transactions to be performed by it. Each Transaction Document
executed and delivered by TOL USA and the Vendor as of the date hereof have been
duly executed and delivered by TOL USA and the Vendor and constitutes a valid
and binding obligation of TOL USA and the Vendor, enforceable against TOL USA
and the Vendor in accordance with its terms.

3.3      VALIDITY OF CONTEMPLATED TRANSACTIONS

         Neither the execution and delivery by Acquiree or the Vendor of the
respective Transaction Documents to which it is or will be a party, nor the
performance of the Transactions to be performed by it, will require any filing,
consent or approval which has not already been obtained or constitute a Default
that would have a Material Adverse Effect on the Acquiree or result in a loss of
material benefit under, (a) to the Vendor's Knowledge, any Law or Court Order to
which Acquiree is subject, (b) the Charter Documents or bylaws of Acquiree, (c)
any other Contracts to which Acquiree is a party or by the Acquiree Assets may
be subject.

3.4      CAPITALIZATION AND STOCK OWNERSHIP

         3.4.1    As at the date hereof, the only issued and outstanding shares
                  in the share capital of TOL USA are those described in
                  Schedule 2.1 attached hereto. There are no existing options,
                  warrants, calls, commitments or other rights of any character
                  (including conversion or preemptive rights) relating to the
                  acquisition, sale or transfer of any issued or unissued
                  capital stock or rights thereto or other securities of TOL
                  USA. All of the issued and outstanding shares in the share
                  capital of TOL USA are validly issued, fully paid and
                  non-assessable;

         3.4.2    On the date hereof, the only issued and outstanding shares in
                  the share capital of TOL USA are the shares which are
                  beneficially owned by the Vendor.

3.5      ANNUAL AUDITED FINANCIAL STATEMENTS OF TOL USA

         The annual audited financial statements of TOL USA as at May 3rd, 2003
and May 1st, 2004 (the "TOL USA Financial Statements"), delivered to Acquiror
fairly present the financial position of TOL USA as at the respective dates
thereof and the results of operations of TOL USA for the periods indicated. TOL
USA has no material contingent Liabilities except as otherwise set forth in the
TOL USA Financial Statements.

3.6      TAXES

         TOL USA has i) filed (or, in the case of ax Returns not yet due, will
file) with the appropriate governmental agencies all Tax Returns required to be
filed on or before the Closing and all such Tax Returns filed were true, correct
and complete in all respects, and ii) has paid (or, in the case of Taxes not yet
due, will pay), all Taxes shown on such Tax Returns. TOL USA has

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i) duly paid or caused to be paid all Taxes and all Taxes shown on Tax Returns
that are or were due, and ii) provided a sufficient reserve on its respective
balance sheets for the payment of all Taxes not yet due and payable. No
deficiency in respect of any Taxes which has been assessed against TOL USA
remains unpaid, and TOL USA has no Knowledge of any unassessed Tax deficiencies
or of any audits or investigations pending or threatened against TOL USA with
respect to any Taxes. TOL USA has not extended or waived the application of any
applicable statute of limitations of any jurisdiction regarding the assessment
or collection of any Tax or any Tax Return. There are no liens for Taxes upon
any assets of TOL USA except for liens for current Taxes not yet due. There are
no agreements, waivers or other arrangements providing for any extension of time
with respect to the filing of any tax return or other document or the payment of
any governmental charges by TOL USA or the period for any assessment or
reassessment of governmental charges.

3.7      TITLE TO ASSETS AND RELATED MATTERS

         Except as disclosed in Schedule 3.7, TOL USA has good and marketable
title to its respective Assets, free from any Encumbrances. TOL USA owns all of
its Assets necessary or currently used in the operation of its Business.

3.8  IMMOVEABLE PROPERTY

         TOL USA does not own any immoveable property.

3.9      LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS

         3.9.1    There is no Litigation or Proceedings to the Vendor's
                  Knowledge, against TOL USA, its Assets or operations. To the
                  Vendor's Knowledge, TOL USA has been in compliance with all
                  applicable Laws, including applicable Securities Laws and U.S.
                  Environmental Laws except where the failure to be in
                  compliance would not have a Material Adverse Effect. There has
                  been no Default under any Laws applicable to TOL USA. There
                  has been no Default with respect to any Court Order applicable
                  to TOL USA. The Vendor or TOL USA have not received any
                  written notice and, to the Knowledge of the Vendor, no other
                  communication has been received to the effect that it is not
                  in compliance with any applicable Laws. The Vendor has no
                  reason to believe that any presently existing circumstances
                  are likely to result in violations of any applicable Laws.

         3.9.2    There is no Environmental Condition at any property presently
                  or formerly owned or leased by TOL USA which is reasonably
                  likely to have a Material Adverse Effect.

         3.9.3    TOL USA has all material consents, permits, franchises,
                  licenses, concessions, registrations, certificates of
                  occupancy, approvals and other authorizations of Governmental
                  Authorities (collectively, the "Governmental Permits")
                  required in connection with the operation of its Business, all
                  of which are in full force and effect. TOL USA has complied
                  with all of its Governmental Permits.

         3.9.4    TOL USA, the operation of its Business, property and Assets
                  owned or used by it

                                      -10-
<PAGE>

                  and the use, maintenance and operation thereof have been and
                  are in compliance with all U.S. Environmental Laws. TOL USA
                  has complied with all reporting and monitoring requirements
                  under all U.S. Environmental Laws. TOL USA has not received
                  any notice of any non-compliance with any U.S. Environmental
                  Laws and has never been convicted of an offence for
                  non-compliance with any U.S. Environmental Laws or been fined
                  or otherwise sentenced or settled such prosecution short of
                  conviction.

         3.9.5    TOL USA has obtained all Environmental Permits necessary to
                  conduct its Business and to own, use and operate its property
                  and Assets. All such Environmental Permits are listed in
                  Schedule 3.9.5 and complete and correct copies thereof have
                  been provided to the Acquiror.

         3.9.6    Except as disclosed in Schedule 3.9.6, there are no Hazardous
                  Substances located on or in any of the property or assets
                  owned or used by TOL USA, and no release of any Hazardous
                  Substances has occurred on or from its property and Assets or
                  has resulted from the operation of its Business and the
                  conduct of all other activities of TOL USA. Except as
                  disclosed in Schedule 3.9.6, TOL USA has not used any of its
                  properties or Assets to produce, generate, store, handle,
                  transport or dispose of any Hazardous Substances and none of
                  the Leased Premises has been or is being used as a landfill or
                  waste disposal site.

         3.9.7    Without limiting the generality of the foregoing, there are no
                  underground or surface storage tanks or urea formaldehyde foam
                  insulation, asbestos, polychlorinated biphenyls (PCBs) or
                  radioactive substances or similar substances located on or in
                  any of the properties or Assets owned, leased or used by TOL
                  USA. TOL USA is not, and there is no basis upon which TOL USA
                  could become, responsible for any clean-up or corrective
                  action under any U.S. Environmental Laws. TOL USA has never
                  conducted or caused to be conducted an environmental audit,
                  assessment or study of any of TOL USA's Assets.

         3.9.8    To its knowledge and without further enquiry, there are no
                  pending or proposed changes to U.S. Environmental Laws which
                  would render illegal or restrict the manufacture or sale of
                  any products manufactured or sold or services provided by TOL
                  USA.

3.10     CONTRACTS AND COMMITMENTS

         3.10.1   Each Contract to which TOL USA is a party i) is legal, valid,
                  binding and enforceable by it, except as otherwise limited by
                  bankruptcy, insolvency, reorganization and other laws
                  affecting creditors' rights generally, and except that the
                  remedy of specific performance or other equitable relief is
                  available only at the discretion of the court before which
                  enforcement is sought, and ii) TOL USA and to the Vendor's
                  Knowledge, TOL USA is not in Default under any such Contract
                  where such Default would have a Material Adverse Effect. TOL
                  USA is not subject to any Contract limiting its freedom to
                  compete in any line of business, or with any Person, or in any
                  geographic area or market.

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         3.10.2   Except as disclosed in Schedule 3.10.2, TOL USA is not
                  committed to make any capital expenditures, nor have any
                  capital expenditures been authorized by it since May 1st,
                  2004, except for capital expenditures made in the ordinary
                  course of the business.

3.11     EMPLOYEES

         Schedule 3.11 attached hereto sets forth the name, job title, duration
of employment, vacation entitlement, employee benefit entitlement and rate of
remuneration (including bonus and commission entitlement) of each employee of
TOL USA. Schedule 3.11 also sets forth the name of all employees of TOL USA who
are now on disability, maternity or other authorized leave or who are receiving
workers' compensation or short-term or long-term disability benefits.

3.12     EMPLOYMENT AGREEMENTS

         TOL USA is not a party to any written or oral employment, service or
consulting agreement relating to any one or more persons, except for oral
employment agreements which are of indefinite term and without any special
arrangements or commitments with respect to the continuation of employment or
payment of any particular amount upon termination of employment. TOL USA does
not have any employee who cannot be dismissed upon such period of notice as is
required by law in respect of a contract of employment for an indefinite term.

3.13     EMPLOYEE RELATIONS

         3.13.1   TOL USA is not subject to any collective agreement with a
                  labour union representing TOL USA's employees.

         3.13.2   There are no existing or, to the Knowledge of the Vendor,
                  threatened, labour strikes or labour disputes or grievances
                  affecting TOL USA.

         3.13.3   TOL USA has complied with all laws, rules, regulations and
                  orders applicable to it relating to employment, including
                  those relating to wages, hours, collective bargaining,
                  occupational health and safety, workers' hazardous materials,
                  employment standards, pay equity and workers' compensation.
                  There are no outstanding charges or complaints against TOL USA
                  relating to unfair labour practices or discrimination or under
                  any legislation relating to employees. TOL USA has paid in
                  full all amounts owing under any legislation in the United
                  States as applicable to TOL USA, and the workers' compensation
                  claims experience of TOL USA would not permit a penalty
                  reassessment under such legislation.

3.14     BENEFITS PLANS

TOL USA does not have, and is not subject to any present or future obligation or
liability under, any pension plan, deferred compensation plan, retirement income
plan, stock option or stock purchase plan, profit sharing plan, bonus plan or
policy, employee group insurance plan, hospitalization plan, disability plan or
other employee benefit plan, program, policy or practice, formal or informal,
with respect to any of its employees. Schedule 3.14 lists the general policies,
procedures and work-related rules in effect with respect to employees of TOL
USA, whether written or oral,

                                      -12-
<PAGE>

including but not limited to policies regarding holidays, sick leave, vacation,
disability and death benefits, termination and severance pay, automobile
allowances and rights to company-provided automobiles and expense
reimbursements.

3.15     COMPENSATION

There is no compensation, remuneration, or payment of any nature whatsoever
payable to any director, officer, other senior executive or person of the Vendor
or TOL USA as a direct or indirect result of the Transactions herein
contemplated.

3.16     INTELLECTUAL PROPERTY

         3.16.1   Schedule 3.16.1 attached hereto lists and contains a
                  description of:

                  (i)      all patents, patent applications and registrations,
                           trade marks, trade mark applications and
                           registrations, copyrights, copyright applications and
                           registrations, trade names and industrial designs,
                           domestic or foreign, owned or used by TOL USA or
                           relating to the operation of its Business;

                  (ii)     all trade secrets, know-how, inventions and other
                           intellectual property owned or used by TOL USA or
                           relating to its Business, and

                  (iii)    all computer systems and application software,
                           including without limitation all documentation
                           relating thereto and the latest revisions of all
                           related object and source codes therefor, owned or
                           used by TOL USA or relating to its Business.

         3.16.2   TOL USA has good and valid title to all of the Intellectual
                  Property, free and clear of any and all Encumbrances, except
                  in the case of any Intellectual Property licensed to TOL USA
                  as disclosed in Schedule 3.16.2. Complete and correct copies
                  of all agreements whereby any rights in any of the
                  Intellectual Property have been granted or licensed to TOL USA
                  have been provided to the Acquiror. No royalty or other fee is
                  required to be paid by TOL USA to any Person in respect of the
                  use of any of the Intellectual Property except as provided in
                  such agreements delivered to the Acquiror. TOL USA has
                  protected its rights in the Intellectual Property in the
                  manner and to the extent described in Schedule 3.16.2. Except
                  as indicated in Schedule 3.16.2, TOL USA has the exclusive
                  right to use all of the Intellectual Property and has not
                  granted any licence or other rights to any Person in respect
                  of the Intellectual Property. Complete and correct copies of
                  all agreements whereby any rights in any of the Intellectual
                  Property have been granted or licensed by TOL USA to any other
                  person have been provided to the Acquiror.

         3.16.3   Except as disclosed in Schedule 3.16.2, there are no
                  restrictions on the ability of the TOL USA or any successor to
                  or assignee from TOL USA to use and exploit all rights in the
                  Intellectual Property given the nature of the Transactions
                  herein contemplated. All statements contained in all
                  applications for registration of the Intellectual Property
                  were true and correct as of the date of such applications.
                  Each of the trade marks and trade names included in the
                  Intellectual Property is in use.

                                      -13-
<PAGE>

                  None of the rights of TOL USA in the Intellectual Property
                  will be impaired or affected in any way by the transactions
                  contemplated by this Agreement.

         3.16.4   The conduct of the Business and the use of the Intellectual
                  Property does not infringe, and TOL USA has not received any
                  notice, complaint, threat or claim alleging infringement of,
                  any patent, trade mark, trade name, copyright, industrial
                  design, trade secret or other Intellectual Property or
                  propriety right of any other person, and the conduct of the
                  Business does not include any activity which may constitute
                  passing off.

         3.16.5   The computer systems, including hardware and software, are
                  free from viruses and other defects which would have a
                  Material Adverse Effect on the Business or Assets of TOL USA.
                  TOL USA has taken, and will continue to take, all steps and
                  implement all procedures necessary to ensure, so far as
                  reasonably possible, that such systems are free from viruses
                  and will remain so.

3.17     ABSENCE OF CERTAIN CHANGES

         Since May 1, 2004, TOL USA has conducted its Business in the ordinary
course, and, as of the date hereof, there has not been:

                  (a)      any Material Adverse Effect on its Business;

                  (b)      any distribution or payment declared or made in
                           respect of TOL USA's capital stock by way of
                           dividends, purchase or redemption of shares or
                           otherwise;

                  (c)      any increase in the compensation payable or to become
                           payable to any current director or officer of TOL
                           USA;

                  (d)      any sale, assignment or transfer of any Assets, or
                           any additions to or transactions involving any
                           Assets, other than those made in the ordinary course
                           of business;

                  (e)      other than in the ordinary course of business, any
                           waiver or release of any material claim or right or
                           cancellation of any material debt held TOL USA;

                  (f)      any change in practice with respect to Taxes, or any
                           election, change of any election, or revocation of
                           any election with respect to Taxes, or any settlement
                           or compromise of any dispute involving a Tax
                           Liability;

                  (g)      i) any creation, or assumption of, any leases,
                           long-term debt or any short-term debt for borrowed
                           money other than under existing notes payable, lines
                           of credit or other credit facility or in the ordinary
                           course of business ii) any assumption, granting of
                           guarantees, endorsements or otherwise becoming liable
                           or responsible (whether directly, contingently or
                           otherwise) for the obligations of any other Person or
                           iii) any loans, advances or capital contributions to,
                           or investments in, any other Person;

                                      -14-
<PAGE>
                           or iv) any other material increase in Liabilities or
                           capital expenditures outside the ordinary course of
                           business.

                  (h)      any material agreement, commitment or contract,
                           except agreements, commitments or contracts for the
                           purchase, sale or lease of goods or services in the
                           ordinary course of business;

                  (i)      any authorization, recommendation, proposal or
                           announcement of an intention to authorize, recommend
                           or propose, or enter into any Contract with respect
                           to, any i) plan of liquidation or dissolution, ii)
                           acquisition of a material amount of assets or
                           securities, iii) disposition or Encumbrance of a
                           material amount of assets or securities, save and
                           except for the granting of securities, guarantees or
                           endorsements in favour of Barrington Bank in order to
                           guarantee the obligations of Teckn-O-Laser Company to
                           be contracted under a loan agreement to be entered
                           with Barrington Bank, iv) merger or consolidation or
                           v) material change in its capitalization;

                  (j)      any change in accounting procedure or practice; or

                  (k)      any agreement or promise by the Vendor or TOL USA to
                           i) do any of the foregoing or ii) do anything that
                           would likely result in any of the foregoing, save and
                           except for the granting of securities, guarantees or
                           endorsements in favour of Barrington Bank in order to
                           guarantee the obligations of Teckn-O-Laser Company to
                           be contracted under a loan agreement to be entered
                           with Barrington Bank..

3.18     CORPORATE RECORDS

         In all material respects, the minute books of TOL USA contain accurate,
complete and current copies of all Charter Documents and of all minutes of
meetings, resolutions and other proceedings of its Board of Directors and
stockholders.

3.19     OWNERSHIP OF SHARES

         The Vendor is the registered and sole owner of the Acquiree Shares as
set forth on Schedule 2.1, and has sole management power over the disposition of
such Acquiree Shares. The Acquiree Shares are owned free and clear of any liens,
hypothecs, claims, Encumbrances, and charges. The Acquiree Shares have not been
sold, conveyed, encumbered, hypothecated or otherwise transferred by the Vendor.
The Vendor has the legal right to enter into and to consummate the Transactions
contemplated hereby and otherwise to carry out its obligations hereunder.

3.20     AGREEMENTS, OPTIONS, UNDERSTANDINGS

         No Person has any agreement, option, understanding or commitment or any
right or privilege capable of becoming an agreement, option or commitment
relating to the transfer of any shares of the capital stock of TOL USA.

3.21     NO UNDISCLOSED OR CONTINGENT LIABILITIES

                                      -15-
<PAGE>

         Except as set forth in the Financial Statements of TOL USA, there are
no material financial obligations or liabilities, including contingent
liabilities, or product related liabilities.

3.22     SHAREHOLDERS' AGREEMENTS

         There are no shareholders' agreements, pooling agreements, voting
trusts or other similar agreements with respect to the ownership or voting of
any of the shares of TOL USA.

3.23     TRANSFER OF PURCHASED SHARES

         The Vendor and TOL USA have taken all necessary steps and corporate
proceedings to be taken in order to permit the Acquiree Shares to be duly and
regularly transferred to the Acquiror.

3.24     LEASED PREMISES

         Schedule 3.23 attached hereto describes all leases or agreements to
lease under which TOL USA leases any immoveable property. Complete and correct
copies of the Leases have been provided to the Acquiror. TOL USA is exclusively
entitled to all rights and benefits as lessee under the Leases and has not
sublet, assigned, licensed or otherwise conveyed any rights in the Leased
Premises or in the Leases to any other Person. The names of the other parties to
the Leases, the description of the Leased Premises, the term, rent and other
amounts payable under the Leases and all renewal options available under the
Leases are accurately described in Schedule 3.23. All rentals and other payments
and other obligations required to be paid and performed by TOL USA pursuant to
the Leases have been duly paid and performed. TOL USA is not in default of any
of its obligations under the Leases and, to the Knowledge of the Vendor, none of
the landlords or other parties to the Leases are in default of any of their
obligations under the Leases. The terms and conditions of the Leases will not be
affected by, nor will any of the Leases be in default as a result of, the
completion of the transactions contemplated hereunder. The use by TOL USA of the
Leased Premises is not in breach of any building, zoning or other statute,
by-law, ordinance, regulation, covenant, restriction or official plan where such
breach would have a Material Adverse Effect. TOL USA has adequate rights of
ingress to and egress from the Leased Premises for the operation of its Business
in the ordinary course.

3.25     INDEBTEDNESS

         Except as disclosed in the Financial Statements of TOL USA, TOL USA has
no bonds, debentures, hypothecs, promissory notes or other indebtedness maturing
more than one year after the date of their original creation or issuance, and is
not under any obligation to create or issue any bonds, debentures, hypothecs,
promissory notes or other indebtedness maturing more than one year after the
date of their original creation or issuance.

3.26     OTHER AGREEMENTS

         No Person has any agreement, option, undertaking or commitment or any
right capable of becoming an agreement, option or commitment relating to the
transfer of any shares of TOL USA or in connection with the change of control of
TOL USA other than as set forth in this Agreement.

                                      -16-
<PAGE>
                                   ARTICLE IV

                   REPRESENTATIONS AND WARRANTIES OF ACQUIROR

         Adsero hereby represents and warrants to the Vendor as follows, and
confirms that Vendor is relying upon the accuracy of each of such
representations and warranties in connection with the sale of the Acquiree
Shares and the completion of the other transactions hereunder.

4.1      CORPORATE AUTHORITY AND BINDING OBLIGATION

         Adsero is a corporation duly organized, validly existing and in good
standing under the Laws under which it was incorporated. Adsero is qualified to
do business as a foreign corporation in all jurisdictions where it is required
to be so qualified, except where the failure to so qualify would not have a
Material Adverse Effect. The Charter Documents and by-laws of Adsero have been
duly adopted or ratified and are current, correct and complete. Adsero has all
necessary corporate powers and authority to own, lease and operate its assets
and to carry on its business as it is now being conducted.

4.2      AUTHORIZATION

         Adsero has the requisite corporate powers and authority to execute and
deliver the Transaction Documents to which it is a party and to perform the
Transactions to be performed by it. Such execution, delivery and performance by
Adsero has been duly authorized by all necessary corporate and shareholder
action. Each Transaction Document executed and delivered by Adsero as of the
date hereof has been duly executed and delivered and constitutes a valid and
binding obligation of Adsero enforceable against Adsero, in accordance with its
terms.

4.3      LEGAL PROCEEDINGS; COMPLIANCE WITH LAWS;

         Except as disclosed in the Adsero SEC Reports, there is no Litigation
or Proceedings against Adsero. Adsero is and has been in compliance with all
applicable Laws, except where the failure to be in compliance would not have a
Material Adverse Effect. There has been no Default under any Laws applicable to
Adsero. There has been no Default with respect to any Court Order applicable to
Adsero. Adsero has not received any written notice and no other communication
has been received to the effect that Adsero is not in compliance with any
applicable Laws.

4.4      FINDER'S FEES

         No Person is or will be entitled to any commission, finder's fee or
other payment in connection with the Transactions based on arrangements made by
or on behalf of Adsero.

4.5.     REQUIRED CONSENTS

                                      -17-
<PAGE>

         Adsero has obtained from regulatory authorities and third parties, all
required consents and approvals necessary for consummation of the Transactions.


                                    ARTICLE V

                         JOINT COVENANTS OF THE PARTIES

5.1      PUBLIC ANNOUNCEMENT

         Acquiror and the Vendor shall collaborate in good faith to prepare the
press release which is to be filed as a result of the completion of the
Transactions, the substance of which shall be approved by all parties acting
reasonably.

5.2      COOPERATION

         Upon the terms and subject to the conditions hereof, each of the
Parties shall use its commercially reasonable efforts to take or cause to be
taken all actions and to do or cause to be done all things necessary, proper or
advisable to consummate as promptly as practicable the Transactions and shall
use its commercially reasonable efforts to obtain all required consents, and to
effect all necessary filings under applicable legislation. Without limiting the
generality of the foregoing, each Party shall use all commercially reasonable
efforts to take, or cause to be taken, all other actions and to do, or cause to
be done, all other things necessary, proper or advisable to fulfill the
conditions herein to the extent that the fulfillment thereof is within a Party's
control.

5.3      EXPENSES

         Adsero shall pay all of the legal, accounting and other expenses
incurred by Adsero in connection with the Transactions. Acquiree and the Vendor
shall pay all of the legal, accounting and other expenses incurred by Acquiree
and the Vendor in connection with the Transactions.

5.4      ECONOMIC REVIEW

         Adsero has completed its due diligence, including economic review of
the financial statements and financial condition of TOL USA. In connection
therewith, the Vendor declares having supplied Adsero with all relevant
information necessary to enable Adsero to make an informed determination as to
the financial condition of TOL USA and subject to the representations and
warranties herein made by Vendor and TOL USA, Adsero hereby declares itself
satisfied of its economic review.


                                   ARTICLE VI

                        COVENANTS OF ACQUIREE AND VENDOR

6.1      OPERATION OF THE BUSINESS

                                      -18-
<PAGE>

         Except as contemplated by this Agreement or as expressly agreed to in
writing by Acquiror and the Vendor, up to the Closing, TOL USA has conducted its
operations only in the ordinary course of business consistent with sound
financial, operational and regulatory practice, and has taken no action which
would have a Material Adverse Effect on its ability to consummate the
Transactions. Without limiting the generality of the foregoing, except as
otherwise expressly provided in this Agreement or related Schedules and as
otherwise disclosed to the Parties hereto, prior to Closing, TOL USA has not,
and Vendor has not caused or permitted TOL USA to:

         (a)      amend its Charter Documents or bylaws (or similar
                  organizational documents);

         (b)      authorize for issuance, issue, sell, deliver, grant any
                  options for, or otherwise agree or commit to issue, sell or
                  deliver any shares of its capital stock or any other
                  securities;

         (c)      recapitalize, split, combine or reclassify any shares of its
                  capital stock; declare, set aside or pay any dividend or other
                  distribution (whether in cash, stock or property or any
                  combination thereof) in respect of its capital stock; or
                  purchase, redeem or otherwise acquire any of its securities or
                  modify any of the terms of any such securities;

         (d)      i) create, incur, assume or permit to exist any long-term debt
                  or any short-term debt for borrowed money other than under
                  existing notes payable, lines of credit or other credit
                  facilities or in the ordinary course of business; ii) assume,
                  guarantee, endorse or otherwise become liable or responsible
                  (whether directly, contingently or otherwise) for the
                  obligations of any other save and except for the loan
                  agreement and related collateral agreements entered into with
                  Barrington Bank, or iii) make any loans, advances or capital
                  contributions to, or investments in, any other Person;

         (e)      i) increase in any manner the rate of compensation of any of
                  its directors or officers, or ii) enter into any employment,
                  consulting, severance, change in control or similar agreements
                  or arrangements with any of its directors, officers or
                  employees;

         (f)      save and except for the granting of securities, guarantees or
                  endorsements in favour of Barrington Bank in order to
                  guarantee the obligations of Teckn-O-Laser Company to be
                  contracted under a loan agreement to be entered with
                  Barrington Bank, enter into any material agreement, commitment
                  or contract, except agreements, commitments or contracts for
                  the purchase, sale or lease of goods or services in the
                  ordinary course of business;

         (g)      save and except for the granting of securities, guarantees or
                  endorsements in favour of Barrington Bank in order to
                  guarantee the obligations of Teckn-O-Laser Company to be
                  contracted under a loan agreement to be entered with
                  Barrington Bank, other than in the ordinary course of
                  business, authorize, recommend, propose or announce an
                  intention to authorize, recommend or propose, or enter into
                  any Contract with respect to, any i) plan of liquidation or
                  dissolution, ii) acquisition of a material amount of assets or
                  securities, iii) disposition or

                                      -19-
<PAGE>

                  Encumbrance of a material amount of assets or securities, iv)
                  merger or consolidation or v) material change in its
                  capitalization;

         (h)      change any material accounting or Tax procedure or practice;

         (i)      compromise, settle or otherwise modify any material claim or
                  litigation;

         (j)      permit any existing insurance policy insuring TOL USA's Assets
                  to terminate; or

         (k)      commit, promise or agree to do any of the foregoing, save and
                  except for the granting of securities, guarantees or
                  endorsements in favour of Barrington Bank in order to
                  guarantee the obligations of Teckn-O-Laser Company to be
                  contracted under a loan agreement to be entered with
                  Barrington Bank.

6.2      MAINTENANCE OF THE ASSETS

         Since May 1, 2004, TOL USA has used its Assets consistent with past
practice, has not directly or indirectly, sold or encumbered all or any part of
its Assets, other than sales in the ordinary course of business or initiated or
participated in any discussions or negotiations or entered into any agreement to
do any of the foregoing, save and except for the granting of securities,
guarantees or endorsements in favour of Barrington Bank in order to guarantee
the obligations of Teckn-O-Laser Company to be contracted under a loan agreement
to be entered with Barrington Bank.

6.3      EMPLOYEES AND BUSINESS RELATIONS

         Since May 1, 2004, TOL USA and since its incorporation, has used
commercially reasonable efforts to maintain its relations and goodwill with its
suppliers, customers, distributors and any others having business relations with
TOL USA.

6.4      CONSENTS

         The Vendor and TOL USA have obtained, from regulatory authorities and
third parties, all required consents and approvals to the Transactions herein
contemplated. The Transactions herein contemplated and the resulting change of
control of TOL USA does not constitute a Default.


                                   ARTICLE VII

                                 INDEMNIFICATION

7.1      SURVIVAL OF REPRESENTATIONS AND WARRANTIES

         All the provisions of this Agreement will survive the Closing
notwithstanding any investigation at any time made by or on behalf of any Party
hereto. The representations, warranties and covenants set forth in Articles III,
IV and VI, and in any certificate delivered in connection herewith with respect
to any of those representations, warranties and covenants will terminate and
expire on the date one (1) year after Closing except in the event of fraud or

                                      -20-
<PAGE>

intentional misrepresentation, in which case the survival period shall not be
limited. The expiration period with respect to tax matters, shall be the period
ending ninety (90) days after the date upon which the right of any taxation
authority to assess or reassess with respect to a claim for such taxes expires.
After a representation and warranty has terminated and expired, no
indemnification will or may be sought pursuant to this Article VII on the basis
of that representation and warranty by any Person who would have been entitled
pursuant to this Article VII to indemnification on the basis of that
representation and warranty prior to its termination and expiration, provided
that, in the case of each representation and warranty that will terminate and
expire as provided in this Section 7|.1, no claim presented in writing for
indemnification pursuant to this Article VII on the basis of that representation
and warranty prior to its termination and expiration will be affected in any way
by that termination and expiration. The Parties agree that no indemnification
will be sought by any Party hereto under this Article VII where the amount of
indemnification sought would be less than $25,000.

7.2      INDEMNIFICATION OF VENDOR

         Adsero, covenants and agrees that it will indemnify the Vendor against,
and hold the Vendor harmless from and in respect of, all losses, costs, expenses
and damage claims that arise from, are based on, arise out of, or are
attributable to i) any breach of the representations and warranties of Adsero or
in certificates delivered by Adsero in connection herewith; ii) the
nonfulfillment of any covenant or agreement on the part of Adsero under this
Agreement to be performed prior to or immediately after the Closing or iii) any
liability under the Securities Laws which arises out of or is based on (A) any
untrue statement or alleged untrue statement of a material fact relating to
Adsero which is provided to the Vendor in writing by Adsero or (B) any omission
or alleged omission to state therein a material fact relating to Adsero required
to be stated therein or necessary to make the statements therein not misleading,
and not provided to the Vendor by Adsero after a written request therefore.

7.3      INDEMNIFICATION OF ACQUIROR INDEMNIFIED PARTIES

         The Vendor covenants and agrees that it will indemnify the Acquiror
against, and hold the Acquiror harmless from and in respect of, all losses,
costs, expenses and damage claims that arise from, are based on, arise out of,
or are attributable to i) any breach of the representations and warranties of
Acquiree or the Vendor or in certificates delivered by Acquiree or the Vendor in
connection herewith; ii) the nonfulfillment of any covenant or agreement on the
part of Acquiree or the Vendor under this Agreement to be performed prior to the
Closing or iii) any liability under any applicable Law which arises out of or is
based on (A) any untrue statement of a material fact relating to Acquiree or the
Vendor, which is provided to Acquiror or its counsel in writing by the Acquiree
or the Vendor or (B) any omission to state a material fact relating to Acquiree
or the Vendor, after a written request by Acquiror or its counsel.

7.4      CONDITIONS OF THIRD PARTY INDEMNIFICATION

         (a)      All claims for indemnification under this Agreement arising
                  from third-party claims shall be asserted and resolved as
                  follows in this Section 7.4.

         (b)      A Party claiming indemnification under this Agreement (an
                  "Indemnified Party") shall promptly i) notify the party from
                  whom indemnification is sought (the

                                      -21-
<PAGE>

                  "Indemnifying Party") of any third-party claim or claims
                  asserted against the Indemnified Party ("Third Party Claim")
                  that could give rise to a right of indemnification under this
                  Agreement and ii) transmit to the Indemnifying Party a written
                  notice ("Claim Notice") describing in reasonable detail the
                  nature of the Third Party Claim, a copy of all papers served
                  with respect to that claim (if any), an estimate of the amount
                  of damages attributable to the Third Party Claim to the extent
                  feasible (which estimate shall not be conclusive of the final
                  amount of such claim) and the basis for the Indemnified
                  Party's request for indemnification under this Agreement.
                  Except as set forth in Section 7.1, the failure to promptly
                  deliver a Claim Notice shall not relieve the Indemnifying
                  Party of its obligations to the Indemnified Party with respect
                  to the related Third Party Claim except to the extent that the
                  resulting delay is materially prejudicial to the defense of
                  that claim. Within 15 days after receipt of any Claim Notice
                  (the "Election Period"), the Indemnifying Party shall notify
                  the Indemnified Party i) whether the Indemnifying Party
                  disputes its potential liability to the Indemnified Party
                  under this Article VII with respect to that Third Party Claim
                  and ii) if the Indemnifying Party does not dispute its
                  potential liability to the Indemnified Party with respect to
                  that Third Party Claim, whether the Indemnifying Party
                  desires, at the sole cost and expense of the Indemnifying
                  Party, to defend the Indemnified Party against that Third
                  Party Claim.

         (c)      If the Indemnifying Party does not dispute its potential
                  liability to the Indemnified Party and notifies the
                  Indemnified Party within the Election Period that the
                  Indemnifying Party elects to assume the defense of the Third
                  Party Claim, then the Indemnifying Party shall have the right
                  to defend, at its sole cost and expense, that Third Party
                  Claim by all appropriate proceedings, which proceedings shall
                  be prosecuted diligently by the Indemnifying Party to a final
                  conclusion or settled at the discretion of the Indemnifying
                  Party in accordance with this Section 7.4(c) and the
                  Indemnified Party will furnish the Indemnifying Party with all
                  information in its possession, subject to a confidentiality
                  agreement, with respect to that Third Party Claim and
                  otherwise cooperate with the Indemnifying Party in the defense
                  of that Third Party Claim; provided, however, that the
                  Indemnifying Party shall not enter into any settlement with
                  respect to any Third Party Claim that i) purports to limit the
                  activities of, or otherwise restrict in any way, any
                  Indemnified Party or any Affiliate of any Indemnified Party,
                  ii) involves a guilty plea to any crime or iii) involves a
                  fine or penalty, whether or not paid by the Indemnifying
                  Party, without the prior consent of that Indemnified Party
                  (which consent may be withheld in the sole discretion of that
                  Indemnified Party). The Indemnified Party is hereby
                  authorized, at the sole cost and expense of the Indemnifying
                  Party, to file, during the Election Period, any motion, answer
                  or other pleadings that the Indemnified Party shall deem
                  necessary or appropriate to protect its interests or those of
                  the Indemnifying Party. The Indemnified Party may participate
                  in, but not control, any defense or settlement of any Third
                  Party Claim controlled by the Indemnifying Party pursuant to
                  this Section 7.4(c) and will bear its own costs and expenses
                  with respect to that participation; provided, however, that if
                  the named parties to any such action (including any impleaded
                  parties) include both the Indemnifying Party and the
                  Indemnified Party, and the Indemnified Party has been advised
                  by counsel that there may be one or more

                                      -22-
<PAGE>

                  legal defenses available to it which are different from or
                  additional to those available to the Indemnifying Party, then
                  the Indemnified Party may employ separate counsel at the
                  expense of the Indemnifying Party (provided that such expenses
                  are reasonable), and, on its written notification of that
                  employment, the Indemnifying Party shall not have the right to
                  assume or continue the defense of such action on behalf of the
                  Indemnified Party. If the Indemnifying Party i) within the
                  Election Period (A) disputes its potential liability to the
                  Indemnified Party under this Article VII, (B) elects not to
                  defend the Indemnified Party pursuant to Section 7.4(c) or (C)
                  fails to notify the Indemnified Party that the Indemnifying
                  Party elects to defend the Indemnified Party pursuant to
                  Section 7.4(c) or ii) elects to defend the Indemnified Party
                  pursuant to Section 7.4(c) but fails diligently and promptly
                  to prosecute or settle the Third Party Claim, then the
                  Indemnified Party shall have the right to defend, at the sole
                  cost and expense of the Indemnifying Party (provided that such
                  expenses are reasonable) (if the Indemnified Party is entitled
                  to indemnification hereunder), the Third Party Claim by all
                  appropriate proceedings, which proceedings shall be promptly
                  and vigorously prosecuted by the Indemnified Party to a final
                  conclusion or settled. The Indemnified Party shall have full
                  control of such defense and proceedings. Notwithstanding the
                  foregoing, if the Indemnifying Party has delivered a written
                  notice to the Indemnified Party to the effect that the
                  Indemnifying Party disputes its potential liability to the
                  Indemnified Party under this Article VI and if such dispute is
                  resolved in favor of the Indemnifying Party, the Indemnifying
                  Party shall not be required to bear the costs and expenses of
                  the Indemnified Party's defense pursuant to this Section 7.4
                  or of the Indemnifying Party's participation therein at the
                  Indemnified Party's request, and the Indemnified Party shall
                  reimburse the Indemnifying Party in full for all reasonable
                  costs and expenses of such litigation. The Indemnifying Party
                  may participate in, but not control, any defense or settlement
                  controlled by the Indemnified Party pursuant to this Section
                  7.4(c), and the Indemnifying Party shall bear its own costs
                  and expenses with respect to such participation.

         (d)      In the event any Indemnified Party should have a claim against
                  any Indemnifying Party hereunder that does not involve a Third
                  Party Claim, the Indemnified Party shall transmit to the
                  Indemnifying Party a written notice (the "Indemnity Notice")
                  describing in reasonable detail the nature of the claim, an
                  estimate of the amount of Losses attributable to that claim to
                  the extent feasible (which estimate shall not be conclusive of
                  the final amount of such claim) and the basis of the
                  Indemnified Party's request for indemnification under this
                  Agreement. If the Indemnifying Party does not notify the
                  Indemnified Party within 15 days from its receipt of the
                  Indemnity Notice that the Indemnifying Party disputes such
                  claim, the claim specified by the Indemnified Party in the
                  Indemnity Notice shall be deemed a liability of the
                  Indemnifying Party hereunder. If the Indemnifying Party has
                  timely disputed such claim, as provided above, such dispute
                  shall be resolved by proceedings in an appropriate court of
                  competent jurisdiction if the parties do not reach a
                  settlement of such dispute within 30 days after notice of a
                  dispute is given.

         (e)      Payments of all amounts owing by an Indemnifying Party
                  pursuant to this Article VII relating to a Third Party Claim
                  shall be made within 30 days after the latest of

                                      -23-
<PAGE>

                  i) the settlement of that Third Party Claim, ii) the
                  expiration of the period for appeal of a final adjudication of
                  that Third Party Claim or iii) the expiration of the period
                  for appeal of a final adjudication of the Indemnifying Party's
                  liability to the Indemnified Party under this Agreement.
                  Payments of all amounts owing by an Indemnifying Party
                  pursuant to Section 7.4(e) shall be made within 30 days after
                  the later of i) the settlement of that claim ii) the
                  expiration of the period for appeal of a final adjudication of
                  the Indemnifying Party's liability to the Indemnified Party
                  under this Agreement.

7.5      REMEDIES NOT EXCLUSIVE.

         The remedies provided in this Agreement shall not be exclusive of any
other rights or remedies available to one Party against the other Party.


                                  ARTICLE VIII

                                 GENERAL MATTERS

8.1      CONTENTS OF AGREEMENT

         This Agreement, together with the other Transaction Documents, set
forth the entire understanding of the Parties hereto with respect to the
Transactions and supersede all prior agreements or understandings among the
Parties regarding those matters.

8.2      PARTIES INTEREST, ASSIGNMENT

         This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the respective heirs, legal representatives, successors and
permitted assigns of the Parties hereto. No Party hereto shall assign this
Agreement or any right, benefit or obligation hereunder. Any term or provision
of this Agreement may be waived at any time by the Party entitled to the benefit
thereof by a written instrument duly executed by such Party. The Parties hereto
shall execute and deliver any and all documents and take any and all other
actions that may be deemed reasonably necessary by their respective counsel to
complete the Transactions. Nothing in this Agreement is intended or will be
construed to confer on any Person other than the Parties hereto any rights or
benefits hereunder.

8.3      INTERPRETATION

         Unless the context of this Agreement clearly requires otherwise, (a)
references to the plural include the singular, the singular the plural, the part
the whole, (b) references to any gender include all genders, (c) "or" has the
inclusive meaning frequently identified with the phrase "and/or," (d)
"including," "includes" or similar words has the inclusive meaning frequently
identified with the phrase "but not limited to" and (e) references to
"hereunder" or "herein" relate to this Agreement. The section and other headings
contained in this Agreement are for reference purposes only and shall not
control or affect the construction of this Agreement or the interpretation
thereof in any respect. Section, subsection, and Schedule references are to

                                      -24-
<PAGE>

this Agreement unless otherwise specified. The Schedules referred to in this
Agreement will be deemed to be a part of this Agreement.

8.4      NOTICES

         All notices that are required or permitted hereunder shall be in
writing and shall be sufficient if personally delivered or sent by a nationally
recognized overnight courier upon proof of delivery. Any notices shall be deemed
given upon receipt at the address set forth below, unless such address is
changed by notice to the other Party hereto:


         If to Acquiror:                ADSERO CORPORATION
                                        11 Tanager Avenue, Suite 100
                                        Toronto, Ontario  M4G 3P9
                                        Attention: Wayne Maddever, President

         And copy to:                   CHARETTE NANTEL ATTORNEYS
                                        1010 Sherbrooke Street West, Suite 405
                                        Montreal, Quebec  H3A 2R7

         And copy to:                   GOTTBETTER & PARTNERS, LLP
                                        488 Madison Avenue, 12th Floor
                                        New York, N.Y. 10022
                                        U.S.A.
                                        Attention: Scott E. Rapfogel

         If to Vendor:                  TECKN-O-LASER GLOBAL INC.
                                        2101-N Nobel Street
                                        Sainte-Julie, Quebec  J3E 1Z8
                                        Attention: Yvon Leveille

         And copy to:                   BELANGER SAUVE ATTORNEYS
                                        1 Place Ville Marie, Suite 1700
                                        Montreal, Quebec  H3B 2C1
                                        Attention: Claude Picard


         If to Acquiree:                TECKNOLASER USA, INC.
                                        2101-N Nobel Street
                                        Sainte-Julie, Quebec  J3E 1Z8
                                        Attention: Yvon Leveille

         And copy to:                   BELANGER SAUVE ATTORNEYS
                                        1 Place Ville Marie, Suite 1700
                                        Montreal, Quebec  H3B 2C1
                                        Attention: Claude Picard

8.5      GOVERNING LAWS

                                      -25-
<PAGE>

         This Agreement shall be governed by and construed in accordance with
the laws of the Province of Quebec and the laws of Canada applicable therein.
The parties agree that the courts of the Province of Quebec shall have the
exclusive jurisdiction to determine all disputes and claims arising between the
parties.

8.6      COUNTERPARTS

         This Agreement may be executed in two or more counterparts, each of
which shall be binding as of the date first written above, and all of which
shall constitute one and the same instrument. Each such copy shall be deemed an
original, and it shall not be necessary in making proof of this Agreement to
produce or account for more than one such counterpart.

8.7      WAIVERS

         Compliance with the provisions of this Agreement may be waived only by
a written instrument specifically referring to this Agreement and signed by the
Party waiving compliance. No course of dealing, nor any failure or delay in
exercising any right, will be construed as a waiver, and no single or partial
exercise of a right will preclude any other or further exercise of that or any
other right.

8.8      MODIFICATION

         No supplement, modification or amendment of this Agreement will be
binding unless made in a written instrument that is signed by each of the
Parties to this Agreement.

8.9      ENFORCEMENT OF AGREEMENT

         The parties hereto agree that irreparable damage would occur in the
event that any of the provisions of this Agreement was not performed in
accordance with its specific terms or was otherwise breached. It is accordingly
agreed that the parties shall be entitled to an injunction to prevent breaches
of this Agreement and to enforce specifically the terms and provisions hereof in
any court of competent jurisdiction, this being in addition to any other remedy
to which they are entitled at law or equity.

8.10     SEVERABILITY

         If any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced by any rule of law or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full
force and effect.

8.11     FURTHER ASSURANCES

         The Parties hereto agree to execute and deliver such further
instruments and documents as may reasonably be requested by another Party in
order to carry out fully the intent and accomplish the purposes of this Share
Purchase Agreement and the Transactions referred to herein.

                                      -26-
<PAGE>

8.12     LANGUAGE

         The parties hereto have requested that the present agreement be drawn
in the English language. Les parties aux presentes ont requis que la presente
convention soit redigee en langue anglaise.


IN WITNESS WHEREOF, this Agreement has been executed by the Parties hereto as of
the day and year first written above.


VENDOR:                                 TECKN-O-LASER GLOBAL INC.

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




ACQUIROR:                               ADSERO CORP.

                                        /s/ William Smith
                                        ----------------------------------------
                                        Name:  William Smith
                                        Title: Chief Financial Officer




ACQUIREE:                               TECHNOLASER USA, INC.

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


                                      -27-
<PAGE>
                                  SCHEDULE 2.1

                    ISSUED AND OUTSTANDING SHARES OF ACQUIREE

100 common shares held by Teckn-O-Laser Global Inc.


                                      -28-
<PAGE>
                                  SCHEDULE 3.7

                       TITLE TO ASSETS AND RELATED MATTERS

A security agreement dated November 14, 2003 granted by TOL USA in favour of the
National Bank of Canada, Natexport and Sodex to secure the credit facilities
granted by the National Bank of Canada, Natexport and Sodex to Teckn-O-Laser
Inc.

TOL USA granted a movable hypothec on the following properties, assets and
rights wherever located, whether now owned or hereafter acquired or arising, and
all proceeds and products thereof : all personal and fixture property of every
kind and nature including without limitation all goods (including inventory,
equipment and any accessions thereto), instruments (including promissory notes),
documents, accounts (including health-care insurance receivables), chattel paper
(whether tangible or electronic), deposit accounts, letter-of-credit rights
(whether or not the letter of credit is evidenced by a writing), commercial tort
claims, securities and all other investment property, supporting obligations,
any other contract rights or rights to the payment of money, insurance claims
and proceeds, and all general intangibles (including all payment intangibles).

                                      -29-
<PAGE>
                                 SCHEDULE 3.9.5

                              ENVIRONMENTAL PERMITS


                                      NONE


                                      -30-
<PAGE>
                                 SCHEDULE 3.9.6

                              HAZARDOUS SUBSTANCES

1.       An hydrochloric acid container is held locked in a locker.

2.       Properties or Assets to produce, generate, store, handle, transport or
         dispose of any Hazardous Substances: None


                                      -31-
<PAGE>
                                 SCHEDULE 3.10.2

                              CAPITAL EXPENDITURES


                                      NONE


                                      -32-
<PAGE>
                                  SCHEDULE 3.11

                                LIST OF EMPLOYEES

The complete list of employees of TOL USA is listed hereunder. There are no
written agreement signed by the employees.

<TABLE>
<CAPTION>

<S>              <C>         <C>                          <C>            <C>           <C>
Bainter Ball     Pamela      administrative assistant     2004-02-03     24 960.00     Working 4.0
Johnson          Melissa     Shipping clerk               2004-09-20     22 880.00     Working 4.0
Clark            James       Packaging                    2003-02-17     24 065.60     Working 4.0
Lepkowicz        Linda       Packaging                    2004-10-05     23 379.20     Working 4.0
O'Donnell        Stephen     Warehouse supervisor         2003-01-29     45 000.00     Working 4.0
Pack             Lori        Packaging                    2003-04-07     24 065.60     Working 4.0

</TABLE>


                                      -33-
<PAGE>
                                  SCHEDULE 3.14

                    EMPLOYEE POLICIES AND WORK-RELATED RULES

1.       There is a general policies handbook which provides the rules
         structuring the employees labour relations.

2.       Holidays and vacations: an employee must complete an entire calendar
         year as an employee of TOL USA to receive an holiday payment in the
         following year. This policy is in force for every year passed as an
         employee of TOL USA.

         1 year but less than 4 years of continuous service:  2 weeks
         4 years but less than 8 years of continuous service: 3 weeks
         8 years but less than 4 years of continuous service: 4 weeks

3.       Sick leave:       More than one (1) year: 2 days
                           More than two (2) years: 3 days
                           More than three (3) years:4 days
                           More than four (4) years: 5 days

4.       Disability: There is a short and long term disability program.

5.       Severance pay: None

6.       Automobile allowances: 0.35$/KM for travelling expenses incurred for
                                the benefit of the corporation.

7.       Expenses reimbursement: With justification

8.       Insurance: There is a group medical insurance paid by the employer for
                    one half (1/2) of the cost.

9.       Death benefits: None

                                      -34-
<PAGE>
                                 SCHEDULE 3.16.1

                              INTELLECTUAL PROPERTY

a)       The list of all domain names used by TOL USA is attached herewith.

b)       There are no patents, trade marks or copyrights registered in the name
         of TOL USA.

         The trade marks used by TOL USA are Tecknolaser, Evergreen and
         Reflexion.

c)       The description of the computer systems and application software is
         attached herewith.


                                      -35-
<PAGE>
                                 SCHEDULE 3.16.2

                       INTELLECTUAL PROPERTY ENCUMBRANCES

1.       Encumbrances

         None

2.       Protection of Intellectual Property rights

         None

3.       Intellectual Property Licensing

         None

4.       Restrictions on the ability to use the Intellectual Property

         None


                                      -36-
<PAGE>
                                  SCHEDULE 3.23

                                     LEASES

A lease between Teckn-O-Laser USA and Airport Logistics Center for a premise
located at Airport Logistics Center, Building "B", 4380 Swinnea Road, Suite 104,
Memphis Tennessee, 38118. The term is sixty six (66) months commencing on July
1, 2002 and expiring on December 31, 2007 for a rent of 3 875.00 $ per month
until June 30, 2003 and a rent of 6 480.00 $ per month from July 1, 2003 until
the expiration date in addition to an estimated additional rent representing
common area maintenance, realty taxes and building insurances. An option to
renew the lease has been granted by the landlord for a term not less than five
(5) years.


                                      -37-

