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<ACCESSION-NUMBER>0001161697-05-000092
<TYPE>8-K
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<ITEMS>2.01
<ITEMS>5.02
<ITEMS>9.01
<FILING-DATE>20050204
<DATE-OF-FILING-DATE-CHANGE>20050204
<FILER>
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<CONFORMED-NAME>ADSERO CORP
<CIK>0001103544
<ASSIGNED-SIC>6770
<IRS-NUMBER>650602729
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<BUSINESS-ADDRESS>
<STREET1>21301 POWERLINE ROAD
<STREET2>SUITE 311
<CITY>BOCA RATON
<STATE>FL
<ZIP>33433
<PHONE>(905) 206-1604
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<MAIL-ADDRESS>
<STREET1>2550 HADDONFIELD RD
<CITY>PENNSAUKEN
<STATE>NJ
<ZIP>08110
</MAIL-ADDRESS>
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<FORMER-CONFORMED-NAME>REINK CORP
<DATE-CHANGED>20010212
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<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8-k_jan312005.txt
<DESCRIPTION>FORM 8-K
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.c. 20549

                             _______________________

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of Earliest Event Reported): January 31, 2005
                                                         ----------------

                                  ADSERO CORP.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Delaware                       0-31040               65-0602729
 ----------------------------          ------------         -------------------
ommission           (I.R.S. Employer
      of incorporation)
      of incorporation)                File Number)         Identification No.)


     2085 Hurontario Street, Suite 300, Mississauga, Ontario      L5A 4G1
     -------------------------------------------------------    ----------
            (Address of principal executive offices)            (Zip Code)


                                 (905) 206-1604
              ----------------------------------------------------
              (Registrant's telephone number, including area code)



              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

SECTION 2.  FIANANCIAL INFORMATION


ITEM 2.01   COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

Acquisition of Teckn-O-Laser Global Company

         On January 31, 2005 we executed and closed a Share Purchase Agreement
(the "Share Purchase Agreement") dated and effective as of January 2, 2005 among
us, YAC Corp. ("YAC"), Teckn-O-Laser Company ("TOL Canada"), 3091503 Nova Scotia
Company ("Acquiror"), Teckn-O-Laser Global Company ("Acquiree"), 3091732 Nova
Scotia Company ("Callco"), and the shareholders of Acquiree (the "Acquiree
Shareholders"). TOL Canada is a wholly owned subsidiary of Acquiree. YAC is a
wholly owned subsidiary of ours. Callco is a wholly owned subsidiary of YAC.
Acquiror is a wholly owned subsidiary of Callco. Prior to closing, we advanced
CDN$1,500,000 (approximately US$1,250,000) to the Acquiree Shareholders for the
purpose of having them acquire certain shares of Acquiree capital stock from a
third party so that at closing, the Acquiree Shareholders would own all the
capital stock of Acquiree. As of closing, the advance was not required to be
repaid and represented part of the purchase price for Acquiree.

         Pursuant to the Share Purchase Agreement, we acquired through our
indirect subsidiary, Acquiror, all of the issued and outstanding capital stock
of Acquiree in exchange for certain payments to be made at closing (the "Closing
Payments") and subsequent to closing (the "Post-Closing Payments").

         The Closing Payments consisted of:

      o  the issuance to the Acquiree Shareholders of 6,500,000 Acquiror Series
         I Exchangeable Shares, 6,000,000 of which were issued subject to a Lock
         Up Agreement dated as of January 2, 2005 that restricts the subsequent
         sale, transfer, or disposal of a corresponding number of our common
         shares that will be issued to the holders of the Acquiror Series I
         Exchangeable Shares upon exchange thereof;

      o  the issuance to the Acquiror Shareholders of 1,932,000 Acquiror
         Preferred Shares; and

      o  the payment to the Acquiree Shareholders of CDN$750,000 (approximately
         US$625,000).

         The Post-Closing Payments consist of:

      o  a cash payment to the Acquiree Shareholders of CDN$2,182,000
         (approximately US$1,818,333) due March 26, 2006 (the "2006 Payment");

      o  a cash payment to the Acquiree Shareholders of CDN$1,000,000
         (approximately US$833,333) due March 31, 2007 (the "2007 Payment"); and

      o  a cash payment to the Acquiree Shareholders of CDN$1,000,000
         (approximately US$833,333) due March 31, 2008 (the "2008 Payment").

         Notwithstanding the forgoing, the 2006 Payment is not due and payable
in the event that Acquiree's Earnings Before Interest Taxes Depreciation and
Amortization ("EBITDA") for the year ending December 31, 2005, is less than
CDN$1,000,000. The 2007 Payment is not due and payable in the event that
Acquiree's EBITDA for the year ending December 31, 2006 is less than

                                        2
<PAGE>

CDN$1,500,000. The 2008 Payment is not due and payable in the event that
Acquiree's EBITDA for the year ending December 29, 2007 is less than
CDN$2,000,000.

         Subject to the terms of a Series I Exchangeable Share Voting, Support
and Exchange Agreement, dated as of January 2, 2005 (the "Series I Support
Agreement"), among us, YAC, Callco, Acquiror and the Acquiree Shareholders
holding Series I Exchangeable Shares of Acquiror, the holders have the option of
converting any Post Closing Payments due to them into Acquiror Series I
Exchangeable Shares at a conversion rate calculated by dividing the dollar
amount of any converted payments by an amount representing the greater of:

      o  US$1.00 converted to CDN dollars; or

      o  80% of the average closing price of our common stock converted to CDN
         dollars for the twenty trading days immediately preceding the date on
         which an Acquiree Shareholder provides a notice of conversion to
         Acquiree.

         All holders of Acquiror Series I Exchangeable Shares receive one share
of our newly created Series A Preferred Special Voting Stock (the "Series A
Preferred Stock") for each Acquiror Series I Exchangeable Share owned. Shares of
our Series A Preferred Stock have the right to vote on all matters submitted to
the vote of our common shareholders on the basis of one vote for each share
held. The Series A Preferred Stock is non-transferable, other than upon sale or
exchange on disposition of the corresponding Acquiror Series I Exchangeable
Shares, which triggers a requirement for the holder to deliver a like number of
shares of Series A Preferred Stock to us for cancellation. The Series I Support
Agreement also contains provisions that grant Callco the right, exercisable upon
the occurrence of certain events, including the proposed dissolution or
liquidation of Acquiror or a prior retraction request by the holder, to require
the holders to sell their Series I Exchangeable Shares to Callco. Similarly, the
Series I Support Agreement grants the holder the right to require Callco to
purchase from the holder all or any part of the holder's Acquiror Series I
Exchangeable Shares upon certain events including the institution by Acquiror of
any proceeding to be adjudicated a bankrupt or insolvent or to be dissolved or
wound up. The Series I Support Agreement further provides for automatic exchange
upon the sale of all or substantially all of our assets, or upon our liquidation
or dissolution. The Series I Support Agreement further provides that so long as
any Acquiror Series I Exchangeable Shares are issued and outstanding, that we
and our subsidiaries cannot declare or pay a dividend on our respective common
stocks unless an equivalent dividend is declared or paid, as the case may be,
on the Series I Exchangeable Shares.

         Subject to the terms of a Preferred Share Purchase and Support
Agreement, dated as of January 2, 2005 (the "Preferred Share Support
Agreement"), among us, YAC, Callco, Acquiror and the Acquiree Shareholders
holding Acquiror Preferred Shares, and subject to Callco's right (the
"Retraction Call Right"), exercisable upon the occurrence of certain events to
require the holders of Acquiror Preferred Shares to sell such shares to Callco,
the Acquiree Shareholders, as holders of Acquiror Preferred Shares, have the
rights set forth in Schedule A of the Preferred Share Support Agreement.
Dividends are not payable on the Acquiror Preferred Shares but as long as they
are outstanding, Acquiror cannot, without the approval of the holders of the
Acquiror Preferred Shares, pay any dividends on Acquiror's common shares or
redeem or purchase or make any capital distributions in respect of any Acquiror
common shares. Holders of Acquiror Preferred Shares are entitled, subject to the
exercise of the Retraction Call Right by Callco and compliance with other terms
of the Preferred Share Support Agreement, to require

                                        3
<PAGE>

Acquiror to redeem their Acquiror Preferred Shares at a price of CDN$1.00 per
share at specified times. The times at which holders of Acquiror Preferred
Shares may make such requests are as follows:

      o  September 1, 2005 : 750,000 Acquiror Preferred Shares;

      o  September 30, 2005 ; 443,250 Acquiror Preferred Shares;

      o  December 31, 2005 : 443,250 Acquiror Preferred Shares; and

      o  March 31, 2006 : 295,500 Acquiror Preferred Shares.

         In the event Acquiror fails or neglects to redeem the Acquiror
Preferred Shares for CDN$1.00 as required by the Preferred Share Support
Agreement, Acquiror shall redeem such Acquiror Preferred Shares by issuing to
the holders thereof 2.5 Series II Exchangeable Shares of Acquiror for each
Acquiror Preferred Shares so redeemed.

         Subject to the terms of a Series II Exchangeable Share Voting, Support
and Exchange Agreement, dated as of January 2, 2005 (the "Series II Support
Agreement") among us, YAC, Callco, Acquiror and the Acquiree Shareholders
holding Series II Exchangeable Shares of Acquiror (the "Acquiror Series II
Exchangeable Shares"), the holders of the Acquiror Series II Exchangeable Shares
have the option, further subject to the right of Callco (the "Retraction Call
Right") exercisable upon the occurrence of certain events to require the holders
to sell their Acquiror Series II Exchangeable Shares to Callco, to require
Acquiror to redeem any or all of the holder's Acquiror Series II Exchangeable
Shares at a price equal to:

      o  the then current market price for one share of our common stock which
         is payable by the delivery of one (1) share of our common stock; plus

      o  the amount of all cash dividends declared and unpaid by us on our
         common stock at the effective time of such action; plus

      o  the amount of all declared and unpaid non-cash dividends or other
         distributions by us on our common stock at the effective time of such
         action.

         Notwithstanding the forgoing, during the first ninety days following
the issuance of any Series II Exchangeable Shares, the holder can only require
Acquiror to redeem half of their Series II Exchangeable Shares. At any point in
time during such first ninety days after the date of issuance of Acquiror Series
II Exchangeable Shares but not later, and in addition to other purchase rights
granted to Callco under the Series II Support Agreement, Callco has the right to
purchase from the holder a number of Acquiror Series II Exchangeable Shares
equal to a maximum of half of the Acquiror Series II Exchangeable Shares issued
to the holder on the date of issuance by paying to the holder a price of CDN$.50
per Acquiror Series II Exchangeable Share purchased. Acquiror has no obligation
to redeem any Acquiror Series II Exchangeable Shares purchased by Callco in this
manner.

         All holders of Acquiror Series II Exchangeable Shares receive one share
of our Series A Preferred Stock for each Acquiror Series II Exchangeabvle Shares
owned by them. Contemporaneously with the completion of any transaction pursuant
to which any Acquiror Series II Exchageable Shares held by a holder are
retracted, redeemed, purchased or exchanged, such holders shall surrender to us
a like number of shares of Series A Preferred Stock for cancellation. Holders of
Acquiror Series II Exchangeable Shares are entitled to receive dividends on such
shares at the times and in the amounts of any dividends declared by us on our
common stock. The Series II Support Agreement also places limitations on
Acquiror's ability to pay dividends on its common stock while shares of Acquiror
Series II Exchangeable Shares are issued and outstanding. The Series II Support
Agreement grants the holder the right to require Callco to purchase from the
holder all or any part of the holder's Acquiror Series II Exchangeable Shares
upon certain events including the institution by Acquiror of any proceeding to
be adjudicated a bankrupt or insolvent or to be dissolved or wound up. The
Series II Support

                                        4
<PAGE>

Agreement further provides for automatic exchange upon our liquidation or
dissolution or upon the sale of all or substantially all of our assets.

         Pursuant to the Share Purchase Agreement, we also agreed to issue an
aggregate of 300,000 non-statutory stock options pursuant to our existing Stock
Option Plan to employees of TOL Canada. The options granted to each employee
have a maximum term of 10 years and vest in equal amounts, each equal to 1/3 of
the total number of options granted to the employee, on each of the first,
second and third anniversaries of the date of grant. Non-vested options
terminate upon the employee's death, permanent disability or termination of
employment. Vested options terminate 60 days after an employee's death,
permanent disability or termination of employment except in cases where
termination is for cause, in which event they terminate at the time of
termination of employment. Effective January 31, 2004 we granted an aggregate of
227,500 options to 12 TOL Canada employees with an exercise price of US$1.57 per
share, which was the closing market price for our common stock on January 31,
2005.

         Pursuant to the Share Purchase Agreement, Wayne Maddever resigned his
positions as our President and Chief Executive Officer effective at closing and
the vacancy thereby created was immediately filled by Yvon Leveille. At closing
we also appointed Alain Lachambre as our Vice President - Sales and Marketing.
In connection therewith, we entered into renewable 3 year employment agreements
with each of Yvon Leveille and Alain Lachambre. Messrs. Leveille and Lachambre
were also appointed at that time to our board of directors. The initial base
annual salaries payable to Messrs. Leveille and Lachambre under their employment
agreements are CDN$175,000 and CDN$166,000, respectively. The employment
agreements further provide for the payment of performance based bonuses.

         In connection with the Share Purchase Agreement and pursuant to our
financing agreement with Manchester Consolidated Corp. ("Manchester") we are
obligated to pay Manchester a financing fee for its role in arranging the
transaction equal to 5% of the transaction value. The transaction value is
CDN$15,382,000 (approximately US$12,818,333). 5% of which is CDN$769,100
(approximately US$640,917). Pursuant to the forgoing, we have agreed to pay
Manchester CDN$350,000 in cash (approximately US$291,667) and pay the
CDN$419,100 balance through the issuance of shares of our common stock valued at
US$.50 per share resulting in an obligation to issue 698,500 shares.

         In a related transaction to the Share Purchase Agreement, effective
January 1, 2005 we acquired Teckn-O-Laser USA, Inc. ("TOL USA") from
Teckn-O-Laser Global Inc. pursuant to a Share Purchase Agreement. TOL USA is the
US arm of the Teckn-O-Laser group of companies.

         The Teckn-O-Laser group manufacturers and distributes imaging products,
including remanufactured toner cartridges and remanufactured inkjet cartridges.
These products are sold, directly and indirectly, to original equipment
manufactures, wholesale distributors, and retail office suppliers, both
domestically and internationally. All such products are designed to reduce
environmental waste while producing significant cost savings for the end
consumer and businesses.

                                        5
<PAGE>

Loan Agreement

         In conjunction with the Share Purchase Agreement, we entered into Loan
Agreement (the "Loan Agreement") dated as of January 26, 2005 with Teckn-O-Laser
Company (the "Borrower"), YAC Corp. ("YAC"), 3091732 Nova Scotia Company
("Callco"), 3091503 Nova Scotia Company ("TAC"), Teckn-O-Laser Global Company
("TOLG"), Teckn-O-Laser USA Inc. ("TOL USA") and Barrington Bank International
Limited ("Lender"). Pursuant to the Loan Agreement, on January 31, 2005 Lender
loaned CDN$2,000,000 (approximately US$1,666,666) to Borrower which facilitated
our ability to meet our obligations under the Share Purchase Agreement. The
loan, which is secured by all of our assets, is guaranteed by each of us, YAC,
Callco, TAC, TOLG and TOL USA. It has a maximum term of 5 years and 1 day
subject to acceleration upon default or to earlier payment. Interest of 12% per
annum is due on the loan during the first 12 months of the term and interest of
20% per annum is due on the loan thereafter. The loan can be prepaid by Borrower
in whole or in part. However, in the event prepayment occurs prior to the 1 year
anniversary of the loan, Borrower is obligated to pay a prepayment fee equal to
the amount of additional interest that Borrower would have paid on the loan from
the date of prepayment through the date of the 1 year anniversary of the loan.
Commencing on the 6 month anniversary of the loan, Lender has the right to
convert the remaining principal balance of the loan into shares of our common
stock at a conversion price of US$1.00 per share. As further consideration for
the loan, we have agreed to issue 200,000 shares of our common stock to Lender
and to include such shares in a registration statement to be filed by us that
will register the resale of such shares. In connection with the loan, we, the
Borrower, the Lender and the Guarantors have entered into a series of related
agreements principally designed to protect the interests of the Lender in making
the loan.

SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.02  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS;
           ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

         Effective upon the January 31, 2005 closing of the Share Purchase
Agreement described in detail in Item 2.01 hereof, Wayne Maddever resigned his
positions as our President and Chief Executive Officer. Immediately following
such resignation, we appointed Yvon Leveille as our President, Chief Executive
Officer and a Director and appointed Alain Lachambre as our Vice-President Sales
and Marketing and a Director.

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Business Acquired - Required financial statements
respecting our acquisition of Teckn-O-Laser Global Company will be filed on or
before April 16, 2005.

(b) Pro-Forma Financial Information of Business Acquired - Required pro-forma
financial statements respecting our acquisition of Teckn-O-Laser Global Company
will be filed on or before April 16, 2005.

(c) EXHIBITS                        DESCRIPTION

4.1      Certificate of Designation of Registrant creating Series A Special
         Voting Preferred Stock as filed with the Delaware Secretary of State on
         January 25, 2005.

4.2      Form of Option Agreement for TOL Canada Employees.

10.1     Share Purchase Agreement dated as of January 2, 2005 among Registrant,
         YAC Corp., Teckn-O-Laser Company, 3091503 Nova Scotia Company,
         Teckn-O-Laser Global Company, 3091732 Nova Scotia Company and the
         Shareholders of Teckn-O-Laser Global Company.

                                        6
<PAGE>

10.2     Series I Exchangeable Shares Voting and Exchange and Support Agreement
         dated as of January 2, 2005 among Registrant, YAC Corp., 3091732 Nova
         Scotia Company, 3091503 Nova Scotia Company and the persons holding
         Exchangeable Shares of 3091503 Nova Scotia Company.

10.3     Series II Exchangeable Shares Voting and Exchange and Support Agreement
         dated as of January 2, 2005 among Registrant, YAC Corp., 3091732 Nova
         Scotia Company, 3091503 Nova Scotia Company and the persons holding
         Exchangeable Shares of 3091503 Nova Scotia Company.

10.4     Preferred Share Purchase and Support Agreement dated as of January 2,
         2005 among Registrant, YAC Corp., 3091732 Nova Scotia Company, 3091503
         Nova Scotia Company and the persons holding Preferred Shares of 3091503
         Nova Scotia Company.

10.5     Share Purchase Agreement dated as of January 1, 2005 among Registrant,
         Teckn-O-Laser Global Inc., and Teckn-O-Laser USA Inc.

10.6     Lock Up Agreement dated as of January 2, 2005 among 9144-6773 Quebec,
         Inc., 9144-6906 Quebec, Inc., 3091503 Nova Scotia Company, Registrant,
         YAC Corp., and 3091732 Nova Scotia Company.

10.7     Employment Agreement dated January 31, 2005 among Teckn-O-Laser
         Company, Alain Lachambre and Registrant.

10.8     Employment Agreement dated January 31, 2005 among Teckn-O-Laser
         Company, Yvon Leveille and Registrant.

10.9     Loan Agreement dated as of January 26, 2005 among Teckn-O-Laser
         Company, Registrant, YAC Corp., 3091503 Nova Scotia Company, 3091732
         Nova Scotia Company, Teckn-O-Laser Global Company, Teckn-O-Laser USA
         Inc. and Barrington Bank International Limited.

10.10    Pledge and Security Agreement dated as of January 26, 2005 between
         Registrant and Barrington Bank International Limited.

10.11    Guaranty Agreement dated as of January 26, 2005 among Registrant, YAC
         Corp., Teckn-O-Laser USA Inc., and Barrington Bank International
         Limited.

10.12    Funding and Pay Off Agreement dated as of January 31, 2005 among
         Teckn-O-Laser Global Company, Teckn-O-Laser Company, Teckn-O-Laser USA
         Inc., Yvon Leveille, Alain Lachambre, Celine Plourde, Registrant, YAC
         Corp., 3091732 Nova Scotia Company, 3091503 Nova Scotia Company, Caisse
         de depot et placement du Quebec, and Barrington Bank International
         Limited.

10.13    Security Agreement dated as of January 26, 2005 between Registrant and
         Barrington Bank International Limited.

                                        7
<PAGE>

                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly cause this Report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                            ADSERO CORP.



Dated:   February 4, 2005               By: /s/ William Smith
                                            -----------------
                                            Name:  William Smith
                                            Title: Secretary, Treasurer,
                                                   Chief Financial Officer


                                        8

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>ex_4-1.txt
<DESCRIPTION>CERTIFICATE OF DESIGNATIONS
<TEXT>
                                                                     EXHIBIT 4.1
                    CERTIFICATE OF THE POWERS, DESIGNATIONS,
                            PREFERENCES AND RIGHTS OF
                          SERIES A SPECIAL VOTING STOCK
                                 OF ADSERO CORP.

           Pursuant to Sections 151(g) of the General Corporation Law
                            Of the State of Delaware

I William Smith, the Chief Financial Officer of Adsero Corp., a Delaware
corporation (the "Company"), in accordance with the provisions of Section 103 of
the General Corporation Law of the State of Delaware (the "DGCL"), DO HEREBY
CERTIFY that, pursuant to the provisions of Section 151 of the DGCL by unanimous
written agreement of the Board of Directors dated January 18, 2005 in lieu of a
meeting in accordance with Section 141(f) of the DGCL, the following resolutions
were unanimously adopted by the Board of Directors of the Company and pursuant
to authority conferred upon the Board of Directors by the provisions of the
March 19, 2004 Certificate of Amendment to the Certificates of Incorporation of
the Company (the "Certificate of Incorporation"), the Board of Directors of the
Company adopted resolutions providing for the issuance of a series of Preferred
Stock of the Company and fixing the relative powers, designations, preferences,
rights, qualifications, limitations and restrictions of such stock. These
resolutions which remain in full force and effect on the date hereof are as
follows:

         RESOLVED, that pursuant to authority expressly granted to and vested in
the Board of Directors of the Company by the provisions of the Certificate of
Incorporation, the issuance of a series of Preferred Stock of the Company to be
designated "Series A Special Voting Stock", par value $0.0001 per share, which
shall consist of 11,330,000 of the 20,000,000 shares of Preferred Stock which
the Company now has authority to issue, be, and the same hereby is authorized,
and the Board hereby fixes the powers, designations, preferences and relative,
participating, optional and other rights, and the qualifications, limitations
and restrictions thereof, of the 11,330,000 shares of such series (in addition
to the powers, designations, preferences and relative, participating, optional
or other rights, and the qualifications, limitations or restrictions thereof,
set forth in the Certificate of Incorporation which may be applicable to the
Preferred Stock of this series) as follows:

         I. AUTHORIZED NUMBER AND DESIGNATION. 11,330,000 shares of the
Preferred Stock, each share having a par value of $0.0001 of the Company is
hereby constituted as a series of the Preferred Stock designated as Series A
Special Voting Stock (the "Series A Special Voting Shares").

         II. DIVIDENDS AND DISTRIBUTIONS. The holders of Series A Special Voting
Shares shall not be entitled to receive on such Series A Special Voting Shares
any dividends declared and paid by the Company.

         III. VOTING RIGHTS. Except as otherwise required by law or by the
Certificate of Incorporation, the holders of record of the Series A Special
Voting Shares will be entitled to all of the voting rights, including the right
to vote in person or by proxy, of the Series A Special Voting Shares on any
matters, questions, proposals or propositions whatsoever that may properly come
before the shareholders of the Company at a meeting at which holders of the
Company's Common Stock ("Common Stock") are entitled to vote ("Company Meeting")
or with respect to all written consents sought by the Company from its
shareholders including the holders of the Company's Common Stock ("Company
Consent"). In respect of all matters concerning the Voting Rights, the Series A
Special Voting Shares and the Common Stock shall vote as a single class.

         IV. REDEMPTION AND ADJUSTMENTS OF SERIES A SPECIAL VOTING SHARES.
Subject to applicable law, the Company shall automatically redeem Series A
Special Voting Shares for an amount

                                        1
<PAGE>

per share equal to $0.0001, in direct proportion to, and at the time of, each
issuance of shares of the Company's Common Stock, to holders of Series A Special
Voting Shares whenever any Series I or Series II Exchangeable Shares held by a
holder in the capital of 3091503 Nova Scotia Company at such time is retracted,
purchased or exchanged pursuant to a certain Series I or Series II Exchangeable
Shares Voting, Exchange and Support Agreement among the Company, YAC Corp.,
3091732 Nova Scotia Company, 3091503 Nova Scotia Company and the holders of
shares as defined in such Series I or Series II Exchangeable Shares Voting,
Exchange and Support Agreement. From and after each redemption date, all rights
of the holders of redeemed Series A Special Voting Shares shall cease with
respect to such shares and such shares shall not hereafter be deemed to be
outstanding for any purpose whatsoever. Any such holder shall surrender to the
Company, for cancellation, the certificate representing the Series A Special
Voting Shares held by such holder being surrendered pursuant to these
provisions. If only a part of the Series A Special Voting Shares represented by
any certificate surrendered to the Company are to be cancelled by the Company
hereunder, a new certificate for the balance of such Series A Special Voting
Shares shall be issued by the Company and delivered to the holder at the expense
of the Company.

         V. LIQUIDATION PREFERENCE. Upon any liquidation, dissolution or winding
up of the Company, whether voluntary or involuntary, and subject to any prior
rights of holders of shares of Preferred Stock ranking senior to the Series A
Special Voting Shares, the holders of Series A Special Voting Shares shall be
paid an amount totaling $0.0001 per share, together with payment to any class of
stock ranking equally with the Series A Special Voting Shares, and before
payment shall be made to the holders of any stock ranking on liquidation junior
to the Series A Special Voting Shares.

         VI. RANKING. The Series A Special Voting Shares shall rank junior to
all other series of the Company's Preferred Stock, unless the terms of any such
series shall provide otherwise.

         VII. VETO. As long as any Series A Special Voting Share is outstanding,
(i) the Company shall not issue or create any other series of the Preferred
Stock which may affect the voting rights of the holders of the Series A Special
Voting Shares and (ii) the Company may not take any corporate action that would
serve to diminish the voting rights of holders of the Series A Special Voting
Shares in a manner different from the voting rights of holders of the Company's
Common shares without the prior written consent of persons holding at least 75%
of the then outstanding Series A Special Voting Shares.

RESOLVED FURTHER, that the Chief Executive Officer, President or any Vice
President and the Secretary or any Assistant Secretary of the Company be, and
they hereby are authorized and directed to prepare and file (or cause to be
prepared and filed) a Certificate of the Powers, Designations, Preferences and
Rights in accordance with the foregoing resolution and the provisions of the
laws of Delaware and to take such actions as they may deem necessary or
appropriate to carry out the intent of the foregoing resolutions.

IN WITNESS WHEREOF, I have executed and subscribed to this Certificate and do
hereby affirm the foregoing as true under the penalties of perjury this 18th day
of January, 2005.

ADSERO CORP.


 /s/ William Smith
 -----------------
 William Smith
 Chief Financial Officer

                                        2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>ex_4-2.txt
<DESCRIPTION>FORM OF OPTION AGREEMENT
<TEXT>
                                                                     EXHIBIT 4.2
                             STOCK OPTION AGREEMENT

         This Stock Option Agreement is made as of ____________________ by and
between Adsero Corp. (the "Corporation"), and Pierre Renard (the "Optionee").

                                    RECITALS

         A. The Corporation and its shareholders have adopted the Adsero Corp.
2000 Stock Option Plan ("the Plan") that provides for the grant of stock options
to purchase shares of the Corporation's common stock (the "Shares"). The stock
options granted herein are being granted pursuant to the Plan and are not
"incentive stock options" under Section 422 of the Internal Revenue Code of
1986, as amended.

         B. Optionee is an employee of the Corporation or a subsidiary of the
Corporation and the Corporation has agreed to issue the stock options to such
employee.

         C. The Board of Directors of the Corporation (the "Board") has granted
to Optionee, options (the "Options") subject to the terms and conditions of the
Plan and this Agreement.

NOW THEREFORE, specifically incorporating these recitals herein, it is agreed as
follows:

                                    AGREEMENT

                                   SECTION 1)
                                 GRANT OF OPTION

a) NUMBER OF SHARES. Subject to the terms and conditions of this Agreement and
the Plan, the Corporation grants to Optionee, Options to purchase from the
Corporation _________________ (______) shares (the "Option Shares").

b) EXERCISE PRICE. Each Option Share is exercisable at a price of US$______ per
share (the "Option Price").

c) TERM. The Options are exercisable upon vesting until their expiration.
Non-vested Options expire on the date of Optionee's death, permanent disability
or termination of employment. Vested Options expire upon the earlier of (i) ten
(10) years from the date of grant, or (ii) sixty (60) days after the date of
Optionee's death, permanent disability or termination of employment.
Notwithstanding the foregoing, if the Optionee's employment is terminated for
cause, the Optionee's vested options expire upon termination of employment. The
period during which the options are exercisable, as provided above, is
hereinafter referred to as the "Exercise Period".

d) VESTING. One-third of the Options vest on each of the first, second, and
third anniversaries of the date of grant which is _______________________.

                                        1
<PAGE>

e) CONDITIONS OF OPTION. The Options may be exercised immediately upon vesting,
subject to the terms and conditions as set forth in this Agreement and the Plan.

                                   SECTION 2)
                               EXERCISE OF OPTION

a) DATE EXERCISABLE. The Options shall become exercisable by Optionee in
accordance with Sections 1.3 and 1.4 above.

b) MANNER OF EXERCISE OF OPTIONS AND PAYMENT FOR COMMON STOCK. The Options may
be exercised by the Optionee, in whole or in part, by giving written notice to
the Secretary of the Corporation, the President of the Corporation or the
Chairman of the Corporation, setting forth the number of Shares with respect to
which Options are being exercised. The purchase price of the Option Shares upon
exercise of the Options by the Optionee shall be paid in full in cash.

c) STOCK CERTIFICATES. Promptly after any exercise in whole or in part of the
Options by Optionee, the Corporation shall deliver to Optionee a certificate or
certificates for the number of Shares with respect to which the Options were so
exercised, registered in Optionee's name.

                                   SECTION 3)
                               NONTRANSFERABILITY

a) RESTRICTION. The Options are not transferable by Optionee except as otherwise
provided in the Plan.

                                   SECTION 4)
                   NO RIGHTS AS SHAREHOLDER PRIOR TO EXERCISE

4.1 Optionee shall not be deemed for any purpose to be a shareholder of
Corporation with respect to any shares subject to the Options under this
Agreement to which the Options shall not have been exercised.

                                   SECTION 5)
                                   ADJUSTMENTS

a) NO EFFECT ON CHANGES IN CORPORATION'S CAPITAL STRUCTURE. The existence of the
Options shall not affect in any way the right or power of the Corporation or its
shareholders to make or authorize any adjustments, recapitalization,
reorganization, or other changes in the Corporation's capital structure or its
business, or any merger or consolidation of the Corporation, or any issue of
bonds, debentures, preferred or preference stocks ahead of or affecting the
Option Shares, or the dissolution or liquidation of the Corporation, or any sale
or transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.

                                        2
<PAGE>

b) ADJUSTMENT TO OPTION SHARES. The Option Shares are subject to adjustment upon
recapitalization, reclassification, consolidation, merger, reorganization, stock
split up, stock dividend, reverse split and the like as provided in the Plan.

                                   SECTION 6)
                            MISCELLANEOUS PROVISIONS

a) DISPUTES. Any dispute or disagreement that may arise under or as a result of
this Agreement, or any question as to the interpretation of this Agreement, may
be determined by the Board in its absolute and uncontrolled discretion, and any
such determination shall be final, binding, and conclusive on all affected
persons.

b) NOTICES. Any notice that a party may be required or permitted to give to the
other shall be in writing, and may be delivered personally, by overnight courier
or by certified or registered mail, postage prepaid, addressed to the parties at
their current principal addresses, or such other address as either party, by
notice to the other, may designate in writing from time to time.

c) LAW GOVERNING. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

d) TITLES AND CAPTIONS. All section titles or captions contained in this
Agreement are for convenience only and shall not be deemed part of the context
nor effect the interpretation of this Agreement.

e) ENTIRE AGREEMENT. This Agreement contains the entire understanding between
the parties and supersedes any prior understandings and agreements between them
respecting the subject matter of this Agreement.

f) AGREEMENT BINDING. This Agreement shall be binding upon the heirs, executors,
administrators, successors and assigns of the parties hereto.

g) PRONOUNS AND PLURALS. All pronouns and any variations thereof shall be deemed
to refer to the masculine, feminine, neuter, singular, or plural as the identity
of the person or persons may require.

h) FURTHER ACTION. The parties hereto shall execute and deliver all documents,
provide all information and take or forbear from all such action as may be
necessary or appropriate to achieve the purposes of the Agreement.

i) PARTIES IN INTEREST. Nothing herein shall be construed to be to the benefit
of any third party, nor is it intended that any provision shall be for the
benefit of any third party.

j) SAVINGS CLAUSE. If any provision of this Agreement, or the application of
such provision to any person or circumstance, shall be held invalid, the
remainder of this Agreement, or the application of such provision to persons or
circumstances other than those as to which it is held invalid, shall not be
affected thereby.

                                        3
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first above written.

                                        ADSERO CORP.


                                        By: _______________________
                                            Name: William Smith
                                            Title:   CFO, Secretary

The undersigned Optionee hereby acknowledges receipt of an executed original of
this Stock Option Agreement, accepts the Options granted thereunder, agrees to
the terms and conditions thereof, and acknowledges receipt of a copy of the
Plan.

Dated: _________, 2005

OPTIONEE


_____________________



                                        4
<PAGE>

                                  ADSERO CORP.

                       NOTICE OF EXERCISE OF STOCK OPTION

The undersigned hereby exercises the Stock Options granted by Adsero Corp. and
seeks to purchase ____________________ shares of Common Stock of the Corporation
pursuant to said Options. The undersigned understands that this exercise is
subject to all the terms and provisions of the Stock Option Agreement dated as
of _____________________ and of the Plan referred to therein.

Enclosed is a check in the sum of $_____________________ in payment for such
shares.


____________________________
Signature of Optionee



Date: ______________________



                                        5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex_10-1.txt
<DESCRIPTION>SHARE PURCHASE AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.1
                            SHARE PURCHASE AGREEMENT

         This SHARE PURCHASE AGREEMENT ("AGREEMENT") is made and entered into in
the City of Montreal, Quebec, Canada, on the 2nd day of January, 2005.

BY AND AMONG:     YVON LEVEILLE, businessman, residing and domiciled at 443 Des
                  Pins Street, Saint-Bruno de Montarville, Province of Quebec,
                  J3V 5G5

                  ("Y. LEVEILLE")

AND:              ALAIN LACHAMBRE, businessman, residing and domiciled at 120
                  Paul de Maricourt Street, Sainte-Julie, Province of Quebec,
                  J3E 2Z4

                  ("A. LACHAMBRE")

AND:              CELINE PLOURDE, businesswoman, residing and domiciled at 443
                  Des Pins Street, Saint-Bruno de Montarville, Province of
                  Quebec, J3V 5G5;

                  ("C. PLOURDE")

AND:              9144-6773 QUEBEC INC., a corporation duly incorporated under
                  the Quebec Companies Act, having its head office at 443 Des
                  Pins Street, Saint-Bruno de Montarville, Province of Quebec,
                  J3V 5G5, herein represented by Yvon Leveille, its President,
                  duly authorized in virtue of a resolution of the Board of
                  directors dated January 2, 2005;

                  ("LEVEILLE HOLDCO")

AND:              9144-6906 QUEBEC INC., a corporation duly incorporated under
                  the Quebec Companies Act, having its head office at 120 Paul
                  de Maricourt Street, Sainte-Julie, Province of Quebec, J3E
                  2Z4, herein represented by Alain Lachambre, its President,
                  duly authorized in virtue of a resolution of the Board of
                  directors dated January 2, 2005;

                  ("LACHAMBRE HOLDCO")

                  (individually referred herein to as the "VENDOR" and
                  collectively referred to herein as the "VENDORS").

AND:              TECKN-O-LASER GLOBAL COMPANY, a Nova Scotia unlimited
                  liability company carrying on the business previously carried
                  on by Teckn-O-Laser Global Inc. with its principal executive
                  offices at 2101-N, rue Nobel, Sainte Julie, Quebec, J3E 1Z8,
                  herein represented by Yvon

                                        1
<PAGE>

                  Leveille, its President, duly authorized in virtue of a
                  resolution of the Board of directors dated January 2, 2005;

                  ("ACQUIREE")

AND:              TECKN-O-LASER COMPANY, a Nova Scotia unlimited liability
                  company resulting from the amalgamation of 3191501 Nova Scotia
                  Limited and Teck-O-Laser Inc., a company originally
                  constituted under the CANADA BUSINESS CORPORATIONS Act and
                  continued under the laws of Nova Scotia with its principal
                  executive offices at 2101-N, rue Nobel, Sainte Julie, Quebec,
                  J3E 1Z8, herein represented by Yvon Leveille, its President,
                  duly authorized in virtue of a resolution of the Board of
                  directors dated January 2 2005;

                  ("TOL CANADA")

AND:              3091503 NOVA SCOTIA COMPANY, a Nova Scotia unlimited liability
                  company with its principal executive offices at 11 Tanager
                  Avenue, suite 100, Toronto, Ontario, Canada M4G 3P9, herein
                  represented by William Smith, its President, duly authorized
                  in virtue of a resolution of the Board of directors dated
                  January 2, 2005;

                  ("ACQUIROR")

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 2, 2005;

                  ("ADSERO")

AND:              YAC CORP., a Delaware corporation, which is a wholly owned
                  subsidiary of Adsero, 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 2, 2005;

                  ("YAC")

                                        2
<PAGE>

AND:              3091732 NOVA SCOTIA COMPANY, a Nova Scotia unlimited liability
                  company, which is a wholly owned subsidiary of YAC, with its
                  principal executive offices at 11 Tanager Avenue, Suite 100,
                  Toronto, Ontario, Canada M4G 3P9, herein represented by
                  William Smith, its President, duly authorized in virtue of a
                  resolution of the Board of directors dated January 2, 2005;

                  ("CALLCO")

                  (Acquiror, Acquiree, TOL Canada, Callco, YAC, Adsero and the
                  Vendors are referred to individually herein as a "Party" and
                  collectively as the "Parties".


                                    PREAMBLE

         WHEREAS Adsero and certain of the Vendors have entered into a letter of
intent dated May 3, 2004 as amended and replaced on September 17, 2004 and
further amended on December 14, 2004 (the Letter of intent") pursuant to which
Acquiror has agreed to purchase all of the issued and outstanding shares of
Acquiree subject to and conditional upon the terms and conditions contained
therein;

         WHEREAS TOL Canada is a wholly owned subsidiary of Acquiree;

         WHEREAS TOL Canada is the only subsidiary of Acquiree;

         WHEREAS the Vendors directly or beneficially own all of the issued and
outstanding shares in the share capital of Acquiree;

         WHEREAS, in consideration of the Purchase Price (as defined herein) and
subject to the terms and conditions hereof, the Acquiror hereby purchases and
the Vendors hereby sell all of the Acquiree Preferred Shares and the Acquiree
Common Shares (as defined herein); and,

         WHEREAS the Parties further desire to enter into a series of related
transactions, on the terms and conditions as set forth herein.

         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):

                                        3
<PAGE>

ALL REFERENCES TO CURRENCIES IN THIS AGREEMENT SHALL BE IN CANADIAN DOLLARS
UNLESS STATED OTHERWISE.

"ACQUIREE COMMON SHARES" means the Class "A" and Class "B" common shares in the
share capital of the Acquiree.

         "ACQUIREE PREFERRED SHARES" means the Class "A", "B", "C", "D", "E",
         and "F" preferred shares in the share capital of the Acquiree.

         "ACQUIROR INDEMNIFIED PARTY" means each of Adsero, YAC, Callco and
         Acquiror and each of its officers, directors, shareholders, employees,
         agents and counsel.

         "ACQUIROR SERIES I EXCHANGEABLE SHARES" means the Series I Exchangeable
         Shares of the Acquiror, each of which is exchangeable at any time after
         Closing, on a share for share basis, into Adsero Common Shares, the
         whole as more fully described in the Series I Exchangeable Shares
         Voting, Exchange and Support Agreement attached hereto as Schedule 1.A.

         "ACQUIROR SERIES II EXCHANGEABLE SHARES" means the Series II
         Exchangeable Shares of the Acquiror, each of which is exchangeable on a
         share for share basis into Adsero Common Shares the whole as more fully
         described in the Series II Exchangeable Shares Voting, Exchange and
         Support Agreement attached hereto as Schedule 1.B.

         "ACQUIROR PREFERRED SHARES" means the preferred shares in the share
         capital of the Acquiror, the rights and attributes of which are
         described in Schedule "A" of the Preferred Shares Purchase and Support
         Agreement attached hereto as Schedule 1.C.

         "ADSERO COMMON SHARES" means the common shares forming part of the
         authorized share capital of Adsero and which are posted for trading on
         the OTC Bulletin Board under the symbol ADSO.

         "ADSERO SERIES A PREFERRED SHARES" means the voting preferred shares in
         the share capital of Adsero as fully described in the Certificate of
         Designation attached hereto as Schedule 2.11.2.2(b).

         "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.

                                        4
<PAGE>

         "ALAIN LACHAMBRE EMPLOYMENT AGREEMENT" means the employment agreement
         attached hereto as Schedule 2.11.2.2(f).

         "ASSETS" means, with respect to Adsero, Acquiror, Callco, YAC,
         Acquiree, or TOL Canada, as shown by the context in which used, 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 such
         Party's most recent financial statements and to which such Party has
         good and marketable title.

         "BUSINESS" means with respect to any Party, the entire business and
         operations of such Person.

         "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.

         "CANADIAN GAAP" means generally accepted accounting principles as
         approved from time to time by the Canadian Institute of Chartered
         Accountants or any successor institute, applied on a consistent basis.

         "CHARTER DOCUMENTS" means a Person'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 any Person or its property 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 any
         Person 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.

         "DGCL" means the Delaware General Corporation Law, as amended through
         the date of this Agreement.

                                        5
<PAGE>

         "EBITDA" means the earnings before interest, taxes, depreciation and
         amortization of Acquiree, TOL Canada and TOL USA as determined in
         accordance with Schedule 1.D attached hereto.

         "EFFECTIVE DATE" means January 2nd, 2005.

         "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 any Environmental Law or U.S. Environmental Law, as
         the case may be, (ii) give rise to any civil or criminal Liability
         under any Environmental Law or U.S. Environmental Law, as the case may
         be, (iii) create or constitute a public or private nuisance or (iv)
         constitute a violation of or non-compliance with any Environmental Law
         or U.S. Environmental Law, as the case may be.

         "ENVIRONMENTAL LAW" means the ACT RESPECTING THE QUALITY OF THE
         ENVIRONMENT, R.S.Q. c. Q. 2 (Quebec), as amended from time to time (the
         "Q.E.P.A."), and the CANADIAN ENVIRONMENTAL PROTECTION ACT, R.S.C. 1985
         c. 16 (4th Supp.), as amended from time to time (the "C.E.P.A.") and
         all applicable statutes, regulations, ordinances, by-laws and codes,
         now in existence in Canada (whether federal, provincial or municipal)
         relating to the protection and preservation of the environment, human
         health and safety, or Hazardous Substances.

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

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
         amended.

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

         "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.

         "IMMOVEABLE PROPERTY" means all immoveable property of the Acquiree and
         any title or interest therein, all of which are described in Schedule
         4.8 attached hereto;

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

                                        6
<PAGE>

         "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 Acquiree or its
         Subsidiary under the Leases;

         "LEASES" means the leases and the agreements to lease under which
         Acquiree or its Subsidiary leases any real property, as listed in
         Schedule 4.23 attached hereto;

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

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

         "LOCK-UP AGREEMENT" means the agreement attached hereto as Schedule
         2.11.2.1(b).

         "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 a Party, 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.

         "PREFERRED SHARES PURCHASE AND SUPPORT AGREEMENT" means the agreement
         governing the Acquiror Preferred Shares and attached hereto under
         Schedule 1.C and dated January 2, 2005.

         "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.

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

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

                                        7
<PAGE>

         "SEC" means the United States Securities and Exchange Commission.

         "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;

         "SERIES I EXCHANGEABLE SHARES VOTING, EXCHANGE AND SUPPORT AGREEMENT"
         means the agreement governing the Acquiror Series I Exchangeable Shares
         attached hereto under Schedule 1.A and dated January 2, 2005.

         "SERIES II EXCHANGEABLE SHARES VOTING, EXCHANGE AND SUPPORT AGREEMENT"
         means the agreement governing the Acquiror Series II Exchangeable
         Shares attached hereto under Schedule 1.B and dated January 2, 2005.

         "SUBSIDIARY" means any corporation or other legal entity of which
         Adsero, YAC, Callco, Acquiror or Acquiree, as the case may be (either
         above or through or together with any other Subsidiary) 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).

         "TOLG" means Teckn-O-Laser Global Inc., a company incorporated under
         Part IA of the COMPANIES ACT (Quebec).

         "TOL USA" means Tecknolaser USA Inc., a wholly owned subsidiary of
         Adsero.

         "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

                                        8
<PAGE>

         protection and preservation of the environment, human health and safety
         or Hazardous Substances.

         "YVON LEVEILLE EMPLOYMENT AGREEMENT" means the employment agreement
         attached hereto as Schedule 2.11.2.2(e);

SCHEDULES:

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

SCHEDULE 1.A               SERIES I EXCHANGEABLE SHARES VOTING AND SUPPORT
                           AGREEMENT
SCHEDULE 1.B.              SERIES II EXCHANGEABLE SHARES VOTING AND SUPPORT
                           AGREEMENT
SCHEDULE 1.C               PREFERRED SHARES PURCHASE AND SUPPORT AGREEMENT
SCHEDULE 1.D.              EBITDA
SCHEDULE 2.1               ISSUED AND OUTSTANDING SHARES OF ACQUIREE
SCHEDULE 2.2               PURCHASE PRICE
SCHEDULE 2.3               PAYMENT OF PURCHASE PRICE
SCHEDULE 2.3 A             ADSERO SERIES A PREFERRED SHARES
SCHEDULE 2.8               AGREED AMOUNT
SCHEDULE 2.10              STOCK OPTIONS
SCHEDULE 2.11.2.1(B)       LOCK-UP AGREEMENT
SCHEDULE 2.11.2.2(B)       ADSERO SERIES A PREFERRED SHARE DESIGNATION
SCHEDULE 2.11.2.2(E)       YVON LEVEILLE EMPLOYMENT AGREEMENT
SCHEDULE 2.11.2.2(F)       ALAIN LACHAMBRE EMPLOYMENT AGREEMENT

SCHEDULE 3.5.3             ADSERO OUTSTANDING OPTIONS, WARRANTS AND CALLS &
                           OTHER COMMITTED ISSUANCES

SCHEDULE 3.6               ADSERO FINANCIAL STATEMENTS

SCHEDULE 3.15(H)           EXCEPTIONS TO SECTION 3.15(H)

SCHEDULE 3.17              FINDER'S FEES
SCHEDULE 4.4.1             ACQUIREE CAPITALIZATION AND OWNERSHIP
SCHEDULE 4.8               IMMOVEABLE PROPERTY
SCHEDULE 4.8.2             TITLES TO ASSETS AND RELATED MATTERS
SCHEDULE 4.9.5             ENVIRONMENTAL PERMITS
SCHEDULE 4.9.6             HAZARDOUS SUBSTANCES
SCHEDULE 4.10.2            CAPITAL EXPENDITURES
SCHEDULE 4.11              EMPLOYEES
SCHEDULE 4.13.1            EMPLOYEE RELATIONS
SCHEDULE 4.14              PROFIT SHARING PLAN
SCHEDULE 4.15.1            INTELLECTUAL PROPERTY
SCHEDULE 4.15.2            INTELLECTUAL PROPERTY AGREEMENTS
SCHEDULE 4.23              LEASES

                                        9
<PAGE>
                                   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
Vendors hereby, on the Effective Date, sell to the Acquiror 100% of the Acquiree
Common Shares and 100% of the Acquiree Preferred Shares all of which are listed
in Schedule 2.1 annexed hereto, being all of the issued and outstanding shares
in the share capital of the Acquiree.

2.2      PURCHASE PRICE

         The purchase price (the "PURCHASE PRICE") for the Acquiree Common
Shares and the Acquiree Preferred Shares is the amount outlined in Schedule 2.2
attached hereto.

2.3      PAYMENT OF PURCHASE PRICE

         Payment of the Purchase Price shall be effected in the following manner
and apportioned in accordance with Schedule 2.3 attached hereto:

         (a)      on Closing by

                  i)       the issuance to the Vendors of 6,500,000 Acquiror
                           Series I Exchangeable Shares of which 6,000,000 will
                           be subject to the Lock-Up Agreement; and

                  ii)      the issuance to the Vendors of 1,932,000 Acquiror
                           Preferred Shares;

                  iii)     the payment of the sum of $750,000.

         (b)      on subsequent dates by:

                  i)       a cash payment in the amount of $2,182,000 on March
                           31, 2006;

                  ii)      a cash payment in the amount of $1,000,000 on March
                           31, 2007; and,

                  iii)     a cash payment in the amount of $1,000,000 on March
                           31, 2008.

2.4      ADJUSTMENTS TO PURCHASE PRICE

         2.4.1    In the event where the EBITDA for the financial year ending
                  December 31, 2005 is less than $1 million, the Purchase Price
                  shall be reduced by the amount payable under Section 2.3(b)(i)
                  and no further payment will be due under this Section 2.3 (b)
                  (i);

         2.4.2    In the event where the EBITDA for the financial year ending
                  December 30, 2006 is less than $1.5 million, the Purchase
                  Price shall be reduced by the amount

                                       10
<PAGE>

                  payable under Section 2.3(b)(ii) and no further payment will
                  be due under this Section 2.3 (b) (ii);

2.4.3             In the event where the EBITDA for the financial year ending
                  December 29, 2007 is less than $2 million, the Purchase Price
                  shall be reduced by the amount payable under Section
                  2.3(b)(iii) and no further payment will be due under this
                  Section 2.3 (b) (iii).

No pro rata payments will be due to the Vendors in the event where the EBITDA is
less than the above-stated amounts for the above-stated periods.

2.5      VENDORS CONVERSION OPTION

         Subject to the provisions of the Series I Exchangeable Shares Voting,
Support and Exchange Agreement, the Vendors will have the option of converting
any payments due under Section 2.3(b) into Acquiror Series I Exchangeable
Shares.

         Should the Vendors exercise such option, any payment or portion thereof
will be settled by the issuance of that number of Acquiror Series I Exchangeable
Shares calculated by dividing the dollar amount of such payment by an amount
representing the greater of US$1.00 converted to Canadian dollars or 80% of the
average closing price of Adsero Common Shares converted to Canadian dollars for
the twenty (20) trading days immediately preceding the date on which the
Acquiror will have received a notice in writing advising it of a Vendor's
decision to exercise its option to convert. The applicable currency exchange
rate will be the offered rate of Acquiror's principal bank on the date of
receipt by Acquiror of the above-mentioned notice. No fractional Series I
Exchangeable Shares will be issued; any amounts representing such fractions will
be paid in cash.

2.6      VENDORS ACKNOWLEDGEMENT

         The Vendors recognize and hereby agree that the value assigned to the
Acquiror Series I Exchangeable Shares is based on the price of the Adsero Common
Shares which is a publicly traded security whose price is subject to market
volatility and that neither Adsero nor the Acquiror make any representations or
warranties as to the future market price of the Adsero Common Shares.

2.7      PRESCRIBED CHOICES

         The Acquiror and the Vendors hereto agree to effect all choices and
necessary elections in the prescribed time period and forms, in accordance with
the rules provided for in Section 85(1) of the INCOME TAX Act (Canada) and in
Section 518 of the TAXATION ACT (Quebec).

2.8      AGREED AMOUNT

         The Acquiror and the Vendors establish the agreed amount in order of
the Section 85(1) of the INCOME TAX ACT (Canada) and the Section 518 of the
TAXATION ACT (Quebec) as outlined in Schedule 2.8 attached hereto.

2.9      FORMS

                                       11
<PAGE>

         The Acquiror and the Vendors agree to do and sign any form or document
which may be necessary or useful to make the choices provided for in Section
85(1) of the INCOME TAX ACT (Canada) and the Section 518 of the TAXATION ACT
(Quebec).

2.10     STOCK OPTIONS

         Subject to the terms and conditions set forth in this Agreement and
subject to the Adsero stock option plan (the "STOCK OPTION PLAN"), at Closing,
Adsero shall, upon regulatory approval, issue an aggregate of 300,000 stock
options (the "STOCK OPTION(S)") to employees of TOL Canada, a list of whom is
annexed hereto as Schedule 2.10. Each optionee is currently an employee of TOL
Canada and shall continue to be so at the time of the Stock Option grant. Each
Stock Option will be exercisable to purchase one Adsero Common Share for a
period of 10 years from the date of grant (the "GRANT DATE") at an exercise
price equal to the market price of the Adsero Common Shares at the time of the
Closing. The Stock Options so granted will vest at a rate of one third (1/3) of
the Stock Options so granted to each employee of TOL Canada on each of the
first, second, and third anniversaries of the Grant Date.

2.11     CLOSING

         2.11.1   PLACE AND CLOSING

                  The closing deliveries shall take place and shall be held at
                  the offices of Belanger Sauve in Montreal, Quebec.

         2.11.2   CLOSING DELIVERIES

                  2.11.2.1 DELIVERIES IN FAVOUR OF ADSERO AND THE ACQUIROR

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

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

                  b) Lock-Up Agreement in the form set out in Schedule
                  2.11.2.1(b) duly executed by each of the Vendors;

                  c) Certificate executed by each of the Vendors and the
                  Acquiree certifying that:

                           i.       the representations and warranties of each
                                    of the Vendors and Acquiree, as applicable,
                                    contained in this Agreement are true and
                                    correct on the date hereof (except to the
                                    extent such representations and warranties
                                    speak as of an earlier date) and are also
                                    true and correct on and as of Closing;

                           ii.      each Vendor and the Acquiree have performed
                                    or complied in all material respects with
                                    all agreements, conditions and covenants

                                       12
<PAGE>

                                    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 the Acquiree;

                           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
                                    Acquiree, have been obtained; and

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

                  2.11.2.2 DELIVERIES IN FAVOUR OF THE VENDORS AND THE ACQUIREE

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

                  a) Share certificates evidencing in the aggregate 6,500,000
                  Acquiror Series I Exchangeable Shares registered in accordance
                  with instructions provided by the Vendors and as set out in
                  Schedule 2.3;

                  b) Share certificates evidencing 6,500,000 Adsero Series A
                  Preferred Shares in accordance with instructions provided by
                  the Vendors and as set out in Schedule 2.3 A;

                  c) Share certificates evidencing 1,932,000 Acquiror Preferred
                  Shares in accordance with instructions provided by the Vendors
                  and as set out in Schedule 2.3;

                  d) Cash payment in the aggregate amount of CDN$750,000 payable
                  by way of cheques apportioning payments in accordance with
                  instructions provided by the Vendors and as set out in
                  Schedule 2.3;

                  e) Yvon Leveille Employment Agreement in the form set out in
                  Schedule 2.11.2.2(e) hereto executed by TOL Canada and Adsero,
                  as applicable;

                  f) Alain Lachambre Employment Agreement in the form set out in
                  Schedule 2.11.2.2(f) hereto executed by TOL Canada and Adsero,
                  as applicable;

                  g) resolution of the Board of directors of Adsero confirming
                  the appointment of Yvon Leveille as President and Chief
                  Executive Officer of Adsero as at Closing;

                  h) resolution of the Board of directors of Adsero confirming
                  the appointment of Alain Lachambre as Vice-President of Adsero
                  for Sales and Marketing as at Closing;

                  i) confirmation of the reservation by Adsero of 11,330,000
                  Adsero Common Shares of its authorized common stock;

                                       13
<PAGE>

                  j) the execution of the Series I Exchangeable Shares Voting,
                  Exchange and Support Agreement attached hereto as Schedule
                  1.A;

                  k) the execution of the Series II Exchangeable Shares Voting,
                  Exchange and Support Agreement attached hereto as Schedule
                  1.B;

                  l) the execution of the Preferred Shares Purchase and Support
                  Agreement attached hereto as Schedule 1.C;

                  m) certificate of an Officer of Adsero confirming that, as at
                  Closing, the 6,500,000 Adsero Common Shares of Adsero to be
                  issued upon the exchange of the Acquiror Series I Exchangeable
                  Shares, represent no less than 20% of all of the issued and
                  outstanding common shares of Adsero;

                  n) the execution of the Lock-Up Agreement between Adsero,
                  Callco, YAC, the Acquiror and the Vendors holding Acquiror
                  Series I Exchangeable Shares, as at Closing, providing that
                  6,000,000 Adsero Common Shares to be issued upon exchange of
                  the Acquiror Series I Exchangeable Shares are subject to
                  restrictions for their sale, transfer or disposal;

                  o) the issuance of the Stock Options pursuant to Section 2.10.

                  p) Certificate executed by the Chief Executive Officer and
                  Chief Financial Officer of Adsero and the Chief Executive
                  Officer of Acquiror, YAC and Callco certifying that:

                           i.       the representations and warranties of each
                                    of Acquiror, YAC, Callco and Adsero
                                    contained in this Agreement are true and
                                    correct on the date hereof (except to the
                                    extent such representations and warranties
                                    speak as of an earlier date) and are also
                                    true and correct on and as of Closing,

                           ii.      Adsero, the Acquiror, YAC and Callco 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 the Acquiror, YAC, Callco or
                                    Adsero,

                           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
                                    Adsero, YAC, Callco or the Acquiror, have
                                    been obtained, and

                           v.       all required governmental approvals have
                                    been obtained and any applicable waiting
                                    periods, have expired save and except for
                                    any matters relating to United States
                                    Securities Laws.

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

                                       14
<PAGE>

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 ACQUIROR, YAC, CALLCO AND ADSERO

         Acquiror, YAC, Callco and Adsero hereby solidarily represent and
warrant to the Vendors as follows, and confirm that Vendors are relying upon the
accuracy of each of such representations and warranties in connection with the
sale of the Acquiree Common Shares and Acquiree Preferred Shares and the
completion of the other transactions hereunder. The Vendors hereby recognize
that Adsero has no ongoing business activity nor any material assets and that
Acquiror, YAC and Callco are newly constituted entities formed solely for the
purposes of the transactions contemplated herein:

3.1      CORPORATE AUTHORITY AND BINDING OBLIGATION

         Each of Acquiror, YAC, Callco, and Adsero is a corporation duly
organized, validly existing and in good standing under the Laws under which it
was incorporated. Each of them 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 each of them have been duly adopted or ratified
and are current, correct and complete. Each of them have all necessary corporate
power and authority to own, lease and operate its Assets and to carry on its
Business as it is now being conducted.

3.2      AUTHORIZATION

         Each of Acquiror, YAC, Callco, and Adsero 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 them has been duly authorized by
all necessary corporate and shareholder action. Each Transaction Document
executed and delivered by them as of the date hereof has been duly executed and
delivered and constitutes a valid and binding obligation of them respectively,
as the case may be, enforceable against Acquiror, YAC, Callco, or Adsero, as the
case may be, in accordance with its terms.

3.3      VALIDITY OF CONTEMPLATED TRANSACTIONS

         The securities issuances to be made hereunder by the Acquiror and to be
made by Adsero pursuant to this Agreement will be made in compliance with the
applicable Securities Laws. The form 8-K filing to be made by Adsero after the
Closing with respect to the Transactions will be made in compliance with the
applicable Securities Laws. Adsero shall use its best efforts to file with
securities regulatory authorities within 90 days from Closing, a registration
statement in connection with the Transactions herein contemplated. All required
consents to the Transactions by Acquiror's and Adsero's respective board of
directors have been obtained. With the

                                       15
<PAGE>

exception of the above, neither the execution and delivery by Acquiror, Callco,
YAC or Adsero, as the case may be, of the Transaction Documents to which they
are a party, nor the performance of the Transactions to be performed by it, will
require any filing, consent or approval under or constitute a Default that would
have a Material Adverse Effect on Adsero, Callco, YAC or Acquiror.

3.4      ADSERO SEC REPORTS; FINANCIAL STATEMENTS

         Adsero has filed all required forms, reports, statements, schedules and
other documents with the SEC (collectively, the "Adsero SEC Reports"). Each of
such Adsero SEC Reports, at the time it was filed or was amended, complied in
all material respects with all applicable requirements of the applicable
Securities Laws.

3.5      CAPITALIZATION AND STOCK OWNERSHIP

         3.5.1    The total authorized capital stock of Acquiror consists of i)
                  20 million shares of common stock, ii) 10 million shares of
                  Acquiror Series I Exchangeable Shares, iii) 10 million shares
                  of Acquiror Series II Exchangeable Shares and iv) 10 million
                  shares of Acquiror Preferred Shares. Of such authorized
                  capital stock and immediately prior to the date hereof
                  2,100,100 shares of Acquiror common stock were issued and
                  outstanding and no Acquiror Series I Exchangeable Shares,
                  Acquiror Series II Exchangeable Shares or Acquiror Preferred
                  Shares were issued and outstanding. At Closing, 2,100,100
                  shares of Acquiror common stock, 6,500,000 shares of Acquiror
                  Series I Exchangeable Shares and 1,932,000 Acquiror Preferred
                  Shares will be issued and outstanding. All of the currently
                  issued and outstanding shares of Acquiror's common stock are
                  validly issued, fully paid and non-assessable and all of the
                  shares of Acquiror Series I Exchangeable Shares and of
                  Acquiror Preferred Shares issued pursuant to this Agreement
                  will, when issued, have been validly issued, fully paid and
                  non-assessable. Other than as provided for in the Lock-Up
                  Agreement, no transfer or sale restrictions shall be
                  applicable, at the time of issuance. Other than as provided
                  for herein and the Transaction Documents, there are no
                  existing options, warrants, calls, commitments or other rights
                  of any character (including conversion or preemptive rights)
                  relating to the acquisition of any issued or unissued capital
                  stock or other securities of Acquiror.

         3.5.2    Immediately prior to Closing, Adsero will own 100% of the
                  share capital of YAC, YAC will own 100% of the share capital
                  of Callco and Callco will own 100% of the share capital of the
                  Acquiror.

         3.5.3    The total authorized capital stock of Adsero consists of
                  100,000,000 Adsero Common Shares and 20,000,000 Adsero
                  Preferred Shares. As at January 1st, 12,037,975 Adsero Common
                  Shares were issued and outstanding and there are no Adsero
                  Series A Preferred Shares issued and outstanding. Adsero has
                  duly reserved 6,500,000 Adsero Common Shares which shall be
                  issued upon the exchange of the Acquiror Series I Exchangeable
                  Shares and 4,830,000 Adsero Common Shares which shall be
                  issued upon exchange of Acquiror Series II Exchangeable
                  Shares. All of the currently issued and outstanding shares of
                  Adsero Common Shares are validly issued, fully paid and
                  non-assessable. Except

                                       16
<PAGE>

                  as set forth in Schedule 3.5.3 hereof, there are no existing
                  options, warrants, calls, commitments or other rights of any
                  character (including conversion or preemptive rights) relating
                  to the acquisition of any issued or unissued capital stock or
                  other securities of Adsero.

3.6      ADSERO FINANCIAL STATEMENTS

         As at Closing, the Adsero SEC Reports contain the most recent unaudited
quarterly financial statements and audited year end financial statements in
accordance with the latest reporting period requirements (singularly and
collectively, the "Adsero Financial Statements"), a copy of which is annexed
hereto as Schedule 3.6. The Adsero Financial Statements fairly present the
financial position of Adsero as at the respective dates thereof and the results
of operations of Adsero for the periods indicated therein in accordance with
U.S. GAAP applied on a consistent basis throughout the periods involved. Adsero
has no material contingent liabilities except as otherwise set forth in the
Adsero Financial Statements.

3.7      TAXES

         Adsero declares that it is late in the filing of its Tax Returns for
the years 2002 and 2003. However, Adsero represents and warrants that there were
no taxes payable for those years.

3.8      TITLE TO ASSETS AND RELATED MATTERS

         Acquiror, Callco, YAC and Adsero have good and marketable title to
their respective Assets if any, free from any Encumbrances. Acquiror, Callco,
YAC and Adsero own all of the Assets necessary or currently used in the
operation of their respective Businesses if any.

3.9      REAL PROPERTY

         As of the date hereof, Acquiror, YAC, Callco and Adsero do not own any
real property.

3.10     LEGAL PROCEEDINGS; COMPLIANCE WITH LAWS; GOVERNMENTAL PERMITS

         3.10.1   Except as disclosed in the Adsero SEC Reports, there is no
                  Litigation or Proceedings against Adsero. To Acquiror's,
                  Callco's, YAC's and Adsero's respective Knowledge, Acquiror,
                  Callco, YAC and Adsero are and have been in compliance with
                  all applicable Laws, including U.S. Environmental Laws or
                  Environmental Laws, as the case may be, and applicable
                  Securities 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 Acquiror, Callco, YAC or
                  Adsero, including Environmental Laws and U.S. Environmental
                  Laws, as the case may be. There has been no Default with
                  respect to any Court Order applicable to Acquiror or Adsero.
                  Neither Acquiror nor Adsero has received any written notice
                  and, to the Knowledge of Acquiror and Adsero, no other
                  communication has been received to the effect that they are
                  not in compliance with any applicable Laws.

                                       17
<PAGE>

         3.10.2   There is no Environmental Condition at any property presently
                  or formerly owned or leased by Acquiror or Adsero or any of
                  their Subsidiaries which is reasonably likely to have a
                  Material Adverse Effect.

         3.10.3   Acquiror, YAC, Callco and Adsero have 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 present operation of
                  their respective Businesses, all of which are in full force
                  and effect. Acquiror, YAC, Callco and Adsero have complied
                  with all of their Governmental Permits.

3.11     CONTRACTS AND COMMITMENTS

         Each Contract to which Acquiror, YAC, Callco or Adsero is a party is
legal, valid, binding and enforceable by Acquiror, YAC, Callco or Adsero, as the
case may be, 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.
Acquiror, YAC, Callco and Adsero are not subject to any Contract limiting the
freedom of Acquiror, YAC, Callco or Adsero to compete in any line of business,
or with any Person, or in any geographic area or market.

3.12     EMPLOYEE RELATIONS

         Neither Acquiror, YAC, Callco, nor Adsero have any employees.

3.13     BENEFIT PLANS

         Acquiror, YAC, Callco, and Adsero have not sponsored or maintained any
benefit plans since their respective inceptions other than the Stock Option Plan
referred to in Section 2.10.

3.14     INTELLECTUAL PROPERTY

         Acquiror, YAC, Callco, and Adsero do not infringe upon or unlawfully or
wrongfully use any Intellectual Property owned or claimed by another Person.
Acquiror, YAC, Callco, and Adsero do not presently utilize any Intellectual
Property.

3.15     ABSENCE OF CERTAIN CHANGES

         Since September 30, 2004, the date of the latest Adsero balance sheet
contained in an Adsero SEC Report and except as disclosed in the Adsero SEC
Reports, Adsero has conducted its business in the ordinary course, and, as of
the date hereof, except as otherwise provided in this Agreement, there has not
been, nor as of the Effective Date, will there have been:

         (a)      any Material Adverse Effect on Adsero's Business;

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

                                       18
<PAGE>

         (c)      any increase in the compensation payable or to become payable
                  to any current director or officer of Adsero, nor any material
                  change in any existing employment, severance, consulting
                  arrangements or any Adsero benefit plan;

         (d)      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 by Adsero;

         (e)      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;

         (f)      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; iii)
                  any loans, advances or capital contributions to, or
                  investments in, any other Person; or iv) any other material
                  increase in Liabilities or capital expenditures outside the
                  ordinary course of business save and except for the loan
                  agreement and related collateral agreements entered into with
                  Barrington Bank.

         (g)      except with regard to grants of registration rights, 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;

         (h)      except as set forth in Schedule 3.15(h), 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,
                  save and except for the loan agreement and related collateral
                  agreements entered into with Barrington Bank, iii) disposition
                  or Encumbrance of a material amount of Assets or securities,
                  iv) merger or consolidation or v) material change in its
                  capitalization;

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

         (j)      any agreement or promise by Adsero to i) do any of the
                  foregoing or ii) do anything that would likely result in any
                  of the foregoing.

3.16     CORPORATE RECORDS

         The corporate records of Acquiror, Callco, YAC and Adsero contain
accurate and current copies of all Charter Documents and of all minutes of
meetings, resolutions and other proceedings of their respective Board of
Directors and stockholders.

3.17     FINDER'S FEES

         Except as otherwise disclosed in Schedule 3.17 and particularly in the
Manchester agreement, 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 Acquiror, Callco, YAC or Adsero.

                                       19
<PAGE>
                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES
                         OF ACQUIREE, TOL CANADA AND OF
                                     VENDORS

         Acquiree, TOL Canada and each of the Vendors hereby solidarily
represent and warrant to Acquiror, Callco, YAC and Adsero as follows, and
confirm that Acquiror, YAC, Callco and Adsero are relying upon the accuracy of
each of such representations and warranties in connection with the purchase of
the Acquiree Common Shares and Acquiree Preferred Shares and the completion of
the other transactions hereunder:

4.1      CORPORATE AUTHORITY AND BINDING OBLIGATION

         Acquiree, TOL Canada, Leveille Holdco and Lachambre Holdco are
corporations duly organized, validly existing and in good standing under the
Laws under which they were incorporated. Acquiree, TOL Canada, Leveille Holdco
and Lachambre Holdco are qualified to do business as a foreign corporation in
any jurisdiction where they are 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 Acquiree and TOL Canada (all of which have been
delivered or made available to Acquiror) have been duly adopted and are current,
correct and complete. Acquiree, TOL Canada and each of the Vendors 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. Acquiree has no
Subsidiaries other than TOL Canada.

4.2      AUTHORIZATION

         Each of Acquiree, TOL Canada and each of Leveille Holdco and Lachambre
Holdco 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
Acquiree and TOL Canada has been duly authorized by all necessary corporate and
Vendors action. Each of the Vendors has the capacity to execute and deliver the
Transaction Documents to which each of them is a party and to perform the
Transactions to be performed by them. Each Transaction Document executed and
delivered by Acquiree and any Vendor as of the date hereof have been duly
executed and delivered by Acquiree and each such Vendor and constitutes a valid
and binding obligation of Acquiree and each such Vendor, enforceable against
Acquiree and each such Vendor in accordance with its terms.

4.3      VALIDITY OF CONTEMPLATED TRANSACTIONS

         Neither the execution and delivery by Acquiree, TOL Canada or any
Vendor of the respective Transaction Documents to which it, he or she is or will
be a party, nor the performance of the Transactions to be performed by it, him
or her, 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
any of the Vendors, Acquiree or TOL Canada , or result in a loss of material
benefit under, (a) to any Vendor's Knowledge, any Law or Court Order to which
Acquiree or any Vendor is subject, (b) the Charter Documents or bylaws of
Acquiree, (c) any

                                       20
<PAGE>

other Contracts to which Acquiree or any Vendor is a party or by which any of
the Acquiree Assets may be subject.

4.4      CAPITALIZATION AND STOCK OWNERSHIP

         4.4.1    As at the date hereof, the only issued and outstanding shares
                  in the share capital of the Acquiree are those described in
                  Schedule 4.4.1 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
                  Acquiree. All of the issued and outstanding shares in the
                  share capital of Acquiree and TOL Canada are validly issued,
                  fully paid and non-assessable;

         4.4.2    On the date hereof, the only issued and outstanding shares in
                  the share capital of TOL Canada are the shares which are
                  beneficially owned by the Acquiree.

4.5      ANNUAL AUDITED FINANCIAL STATEMENTS OF TOLG

         The annual audited consolidated financial statements of TOLG as at May
1, 2004 and for the period from May 1, 1999 to May 1, 2004 (the "TOLG Financial
Statements"), delivered to Adsero and Acquiror fairly present the financial
position of TOLG as at the respective dates thereof and the results of
operations of TOLG for the periods indicated in accordance with Canadian GAAP.
For purposes of this Agreement, the balance sheet of TOLG as of May 1, 2004 is
referred to as the "TOLG Balance Sheet" and the date thereof is referred to as
the "TOLG Balance Sheet Date." TOLG has no material contingent Liabilities
except as otherwise set forth in the TOLG Financial Statements and the unaudited
consolidated financial statements of TOLG for the period ended September 30,
2004.

4.6      TAXES

         TOLG, Acquiree and TOL Canada have filed (or, in the case of Tax
Returns not yet due, will file) with the appropriate governmental agencies all
Tax Returns required to be filed on or before Closing and all such Tax Returns
filed were true, correct and complete in all respects, and (ii) have paid (or,
in the case of Taxes not yet due, will pay), all Taxes shown on such Tax
Returns. TOLG, Acquiree and TOL Canada have (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 their 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 TOLG, Acquiree or TOL Canada remains unpaid, and
Acquiree and TOL Canada have no Knowledge of any unassessed Tax deficiencies or
of any audits or investigations pending or threatened against TOLG, Acquiree or
TOL Canada with respect to any Taxes. TOLG, Acquiree and TOL Canada have 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 TOLG, Acquiree or TOL
Canada 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 TOLG, Acquiree or TOL Canada or the period for any
assessment or reassessment of governmental charges.

4.7      TITLE TO ASSETS AND RELATED MATTERS

                                       21
<PAGE>

         Except as disclosed in Schedule 4.8.2, Acquiree and TOL Canada each
have good and marketable title to their respective Assets, free from any
Encumbrances. Each of Acquiree and TOL Canada owns all of their respective
Assets necessary or currently used in the operation of their respective
Businesses.

4.8      IMMOVEABLE PROPERTY

         4.8.1    Except as set forth in Schedule 4.8, as of the date hereof,
                  Acquiree does not own any immoveable property. TOL Canada does
                  not own any immoveable property. Schedule 4.8 attached hereto
                  lists all the immoveable property of the Acquiree and sets
                  forth the legal descriptions thereof. There are no agreements,
                  options, contracts or commitments to sell, transfer or
                  otherwise dispose of the Immoveable Property or which would
                  restrict the ability of the Acquiree to transfer the
                  Immoveable Property.

         4.8.2    The Acquiree has good and marketable title to the Immoveable
                  Property, free and clear of any and all Encumbrances, except
                  for:

                  i)       the Encumbrances described in Schedule 4.8.2 attached
                           hereto;

                  ii)      liens for current taxes not yet due, and

                  iii)     rights of usage, rights of usufruct, zoning
                           restrictions, servitudes, and other restrictions that
                           run with the land and minor title defects (if any)
                           which do not, in the aggregate, materially adversely
                           affect the validity of title to or the value or
                           marketability of the Immoveable Property or
                           materially adversely affect the use of the Immoveable
                           Property as such property is presently used by the
                           Acquiree in connection with the Business.

         4.8.3    The Immoveable Property described in Schedule 4.8 and all
                  buildings and structures located thereon and the conduct of
                  the Business as presently conducted do not violate, and the
                  use thereof in the manner in which presently used is not
                  adversely affected by, any zoning or building laws,
                  ordinances, regulations, covenants or official plans and is
                  not and has not been in violation of any Environmental Law.
                  Neither the Acquiree, TOL Canada nor any of the Vendors has
                  received any notification alleging any such violation. Such
                  buildings and structures do not encroach upon any lands not
                  owned by the Acquiree or TOL Canada. There are no
                  expropriation, condemnation or similar proceedings pending or,
                  to the best of the Knowledge of the Acquiree and the Vendors,
                  threatened, with respect to any of the Immoveable Property or
                  any part thereof.

4.9      LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS

         4.9.1    There is no Litigation or Proceedings, to Acquiree's, TOL
                  Canada's, or any Vendor's Knowledge, against any of them. To
                  Acquiree's, TOL Canada's, or any Vendor's Knowledge, each of
                  Acquiree and TOL Canada is and has been in compliance with all
                  applicable Laws, including applicable Securities Laws and
                  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 Acquiree, TOL
                  Canada or any of the Vendors. There has been no Default with

                                       22
<PAGE>

                  respect to any Court Order applicable to Acquiree, TOL Canada
                  or any of the Vendors. Neither Acquiree, TOL Canada nor any of
                  the Vendors have received any written notice and, to the
                  Knowledge of Acquiree or any Vendor, no other communication
                  has been received to the effect that it is not in compliance
                  with any applicable Laws. None of the Vendors has reason to
                  believe that any presently existing circumstances are likely
                  to result in violations of any applicable Laws.

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

         4.9.3    Acquiree and TOL Canada have 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 their
                  Businesses, all of which are in full force and effect.
                  Acquiree and TOL Canada have complied with all of their
                  Governmental Permits.

         4.9.4    Acquiree and TOL Canada, the operation of their respective
                  Businesses, each of their property and Assets owned or used by
                  each of them and the use, maintenance and operation thereof
                  have been and are in compliance with all Environmental Laws.
                  Each of them has complied with all reporting and monitoring
                  requirements under all Environmental Laws. None of them has
                  received any notice of any non-compliance with any
                  Environmental Laws and none of them has ever been convicted of
                  an offence for non-compliance with any Environmental Laws or
                  been fined or otherwise sentenced or settled such prosecution
                  short of conviction.

         4.9.5    The Acquiree and TOL Canada have obtained all Environmental
                  Permits necessary to conduct their respective Businesses and
                  to own, use and operate their respective properties and
                  Assets. All such Environmental Permits are listed in Schedule
                  4.9.5 and complete and correct copies thereof have been
                  provided to the Acquiror.

         4.9.6    Except as disclosed in Schedule 4.9.6, there are no Hazardous
                  Substances located in or on any of the properties or Assets
                  owned or used by the Acquiree or TOL Canada, and no release of
                  any Hazardous Substances has occurred on or from their
                  properties and Assets or has resulted from the operation of
                  their respective Businesses and the conduct of all of their
                  other activities. Except as disclosed in Schedule 4.9.6, the
                  Acquiree and TOL Canada have not used any of their respective
                  properties or Assets to produce, generate, store, handle,
                  transport or dispose of any Hazardous Substances and none of
                  the Immoveable Properties and none of the Leased Premises has
                  been or is being used as a landfill or waste disposal site.

         4.9.7    Without limiting the generality of the foregoing, except as
                  disclosed in Schedule 4.9.6, there are no underground or
                  surface storage tanks or urea formaldehyde foam insulation,
                  asbestos, polychlorinated biphenyls (PCBs) or radioactive
                  substances located on or in any of the properties or Assets
                  owned or used by the Acquiree or TOL Canada. The Acquiree and
                  TOL Canada are not, and there is no basis upon which either of
                  them could become, responsible for any clean-up or corrective
                  action under any Environmental Laws. Except as disclosed in
                  Schedule 4.9.5, the Acquiree

                                       23
<PAGE>

                  and TOL Canada have never conducted or caused to be conducted
                  an environmental audit, assessment or study of any of their
                  Assets.

         4.9.8    To their knowledge and without further investigation there are
                  no pending or proposed changes to Environmental Laws which
                  would render illegal or restrict the manufacture or sale of
                  any products manufactured or sold or services provided by the
                  Acquiree or TOL Canada.

4.10     CONTRACTS AND COMMITMENTS

         4.10.1   Each Contract to which Acquiree and TOL Canada are a party (i)
                  is legal, valid, binding and enforceable by each of them as
                  the case may be, 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) Acquiree and TOL Canada and to Acquiree's and any
                  Vendor's Knowledge, are not in Default under any such Contract
                  where such Default would have a Material Adverse Effect.
                  Acquiree and TOL Canada are not subject to any Contract
                  limiting the freedom of any of them to compete in any line of
                  business, or with any Person, or in any geographic area or
                  market.

         4.10.2   Except as disclosed in Schedule 4.10.2, the Acquiree and TOL
                  Canada are not committed to make any capital expenditures, nor
                  have any capital expenditures been authorized by any of them
                  at any time since May 1, 2004, except for capital expenditures
                  made in the ordinary course of the business.

4.11     EMPLOYEES

         Schedule 4.11 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
the Acquiree and TOL Canada. Schedule 4.11 also sets forth the names of all
employees of the Acquiree and TOL Canada who are now on disability, maternity or
other authorized leave or who are receiving workers' compensation or short-term
or long-term disability benefits.

4.12     EMPLOYMENT AGREEMENTS

         Neither the Acquiree nor TOL Canada is 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.
The Acquiree and TOL Canada do not have any employees 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.

4.13     EMPLOYEE RELATIONS

         4.13.1   TOL Canada will be subject to a collective agreement with a
                  labour union representing certain of its employees, the whole
                  as set forth in Schedule 4.13.1 attached hereto.

                                       24
<PAGE>

         4.13.2   There are no existing or, to the Knowledge of the Acquiree,
                  TOL Canada and the Vendors, threatened, labour strikes or
                  labour disputes or grievances affecting the Acquiree or TOL
                  Canada.

         4.13.3   Each of the Acquiree and TOL Canada 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 the Acquiree or TOL Canada relating to
                  unfair labour practices or discrimination or under any
                  legislation relating to employees. Each of the Acquiree and
                  TOL Canada has paid in full all amounts owing under the ACT
                  RESPECTING INDUSTRIAL ACCIDENTS AND OCCUPATIONAL DISEASES,
                  R.S.Q., c. A-3.001 (Quebec), and the workers' compensation
                  claims experience of the Acquiree or TOL Canada would not
                  permit a penalty reassessment under such legislation.

4.14     BENEFITS PLANS

         4.14.1   Except as set forth in Schedule 4.14 attached hereto in
                  connection with a profit sharing plan (the "PROFIT SHARING
                  PLAN"), the Acquiree and TOL Canada do not have, and are 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,
                  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, other than its
                  liabilities under the ACT RESPECTING THE QUEBEC PENSION PLAN,
                  R.S.Q, c. R-9 and health plans established pursuant to statute
                  in other jurisdictions. Schedule 4.14 also lists the general
                  policies, procedures and work-related rules in effect with
                  respect to employees of the Acquiree and TOL Canada, whether
                  written or oral, 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. Complete and correct copies of all
                  documentation establishing or relating to the Profit Sharing
                  Plan listed in Schedule 4.14 and the most recent financial
                  statements and actuarial reports related thereto and all
                  reports and returns in respect thereof filed with any
                  regulatory agency within three years prior to the date hereof
                  have been provided to the Acquiror.

         4.14.2   There are no pending claims by any employee covered under the
                  Profit Sharing Plan or by any other person which allege a
                  breach of fiduciary duties or violation of governing law or
                  which may result in liability to the Acquiree and TOL Canada
                  and, to the best of the knowledge of the Acquiree and the
                  Vendors, there is no basis for such a claim.

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

4.15     INTELLECTUAL PROPERTY

                                       25
<PAGE>

         4.15.1   Schedule 4.15.1 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 the Acquiree
                           and TOL Canada or relating to the operation of their
                           respective Businesses;

                  (ii)     all trade secrets, know-how, inventions and other
                           intellectual property owned or used by the Acquiree
                           and TOL Canada or relating to their respective
                           Businesses, 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 the Acquiree and TOL Canada or relating to
                           their respective Businesses.

         4.15.2   The Acquiree and TOL Canada have 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 the Acquiree and TOL Canada as disclosed in
                  Schedule 4.15.2. Complete and correct copies of all agreements
                  whereby any rights in any of the Intellectual Property have
                  been granted or licensed to the Acquiree or TOL Canada have
                  been provided to the Acquiror. No royalty or other fee is
                  required to be paid by the Acquiree or TOL Canada to any other
                  person in respect of the use of any of the Intellectual
                  Property except as provided in such agreements delivered to
                  the Acquiror. The Acquiree and TOL Canada, as the case may be,
                  have protected their rights in the Intellectual Property in
                  the manner and to the extent described in Schedule 4.15.2.
                  Except as indicated in Schedule 4.15.2, the Acquiree and TOL
                  Canada, as the case may be, have the exclusive right to use
                  all of the Intellectual Property and have not granted any
                  licence or other rights to any other 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 the Acquiree and TOL
                  Canada to any other person have been provided to the Acquiror.

         4.15.3   Except as disclosed in Schedule 4.15.2, there are no
                  restrictions on the ability of the Acquiree or TOL Canada or
                  any successor to or assignee from the Acquiree and TOL Canada
                  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. None of the
                  rights of the Acquiree and TOL Canada, as the case may be, in
                  the Intellectual Property will be impaired or affected in any
                  way by the transactions contemplated by this Agreement.

         4.15.4   The conduct of the Business and the use of the Intellectual
                  Property does not infringe, and the Acquiree and TOL Canada,
                  as the case may be, have 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.

                                       26
<PAGE>

         4.15.5   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 the
                  Acquiree and TOL Canada. The Acquiree and TOL Canada have
                  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.

4.16     ABSENCE OF CERTAIN CHANGES

         Since May 1, 2004, the Acquiree and TOL Canada have conducted their
respective Businesses in the ordinary course, and, as of the date hereof, there
has not been:

                  (a)      any Material Adverse Effect on their respective
                           Businesses;

                  (b)      any distribution or payment declared or made in
                           respect of Acquiree's or TOL Canada capital stock by
                           way of dividends, purchase or redemption of shares or
                           otherwise, except with respect to any distribution,
                           payment of dividend, the purchase, issuance or
                           redemption of shares relating to the reorganization
                           of TOLG and TOL Canada for the purpose of the
                           Transactions contemplated herein and which have been
                           disclosed in writing to Adsero, YAC, Callco and
                           Acquiror;

                  (c)      any increase in the compensation payable or to become
                           payable to any current director or officer of
                           Acquiree or TOL Canada nor any material change in any
                           existing employment, severance, consulting
                           arrangements or in the Acquiree or TOL Canada Profit
                           Sharing Plan;

                  (d)      save and except for the loan agreement and related
                           collateral agreements entered into with Barrington
                           Bank, 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 by Acquiree or
                           TOL Canada;

                  (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)      save and except for the loan agreement and related
                           collateral agreements entered into with Barrington
                           Bank, 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; or iv) any other
                           material increase in Liabilities or capital
                           expenditures outside the ordinary course of business.

                                       27
<PAGE>

                  (h)      save and except for the loan agreement and related
                           collateral agreements entered into with Barrington
                           Bank, 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)      save and except for the loan agreement and related
                           collateral agreements entered into with Barrington
                           Bank, 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, 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 Acquiree or TOL Canada to
                           i) do any of the foregoing or ii) do anything that
                           would likely result in any of the foregoing.

4.17     CORPORATE RECORDS

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

4.18     OWNERSHIP OF SHARES

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

4.19     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 Acquiree or TOL
Canada, except as provided herein.

4.20     NO UNDISCLOSED OR CONTINGENT LIABILITIES

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

                                       28
<PAGE>

4.21     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 the Acquiree or TOL Canada.

4.22     TRANSFER OF PURCHASED SHARES

         The Acquiree and the Vendors have taken all necessary steps and
corporate proceedings to be taken in order to permit the Acquiree Common Shares
and Acquiree Preferred Shares to be duly and regularly transferred to the
Acquiror.

4.23     LEASED PREMISES

         Schedule 4.23 attached hereto describes all leases or agreements to
lease under which the Acquiree and/or TOL Canada lease any immoveable property.
Complete and correct copies of the Leases have been provided to the Acquiror.
The Acquiree and/or TOL Canada are exclusively entitled to all rights and
benefits as lessee under the Leases and none of them has 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 4.23. All rentals and other payments and other
obligations required to be paid and performed by the Acquiree and/or TOL Canada,
as the case may be, pursuant to the Leases have been duly paid and performed.
The Acquiree and/or TOL Canada are not in default of any of their obligations
under the Leases and, to the Knowledge of the Acquiree and the Vendors, 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 result in a Default under any of the Leases as a result of, the
completion of the Transactions contemplated hereunder, all the required consents
having been obtained. The use by the Acquiree and/or TOL Canada, as the case may
be, 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. The Acquiree and/or TOL
Canada have adequate rights of ingress to and egress from the Leased Premises
for the operation of their respective Business in the ordinary course.

4.24     INDEBTEDNESS

         Except as disclosed in the TOLG Financial Statements, the Acquiree and
TOL Canada have 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 save
and except for the loan agreement and related collateral agreements entered into
with Barrington Bank.

4.25     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 the

                                       29
<PAGE>

Acquiree or TOL Canada or in connection with the change of control of the
Acquiree or TOL Canada other than as set forth in this Agreement.


                                       30
<PAGE>
                                    ARTICLE V

                         JOINT COVENANTS OF THE PARTIES

5.1      PUBLIC ANNOUNCEMENT

         Adsero, Acquiror and Acquiree 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 the Securities Act and the Exchange Act.
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 assume all of the legal, accounting and other expenses
incurred by Adsero, YAC, Callco and Acquiror in connection with the
Transactions. Acquiree, TOL Canada and the Vendors shall pay all of the legal,
accounting and other expenses incurred by Acquiree, TOL Canada and the Vendors
in connection with the Transactions.

5.4      ECONOMIC REVIEW

         Acquiror, YAC, Callco, Adsero and Acquiree have completed their
respective due diligence including economic review of the financial statements
and financial condition of Adsero, TOLG and TOL Canada. In connection therewith,
each Party has supplied the other with all relevant information necessary to
enable such other Party to make an informed determination as to the financial
condition of Adsero, Acquiror, TOLG, TOL Canada and Acquiree, as the case may
be, and, subject to the representations and warranties, each Party hereby
declares itself satisfied of its economic review.


                                   ARTICLE VI

                        COVENANTS OF ACQUIREE AND VENDORS

6.1      OPERATION OF THE BUSINESS

         Except as contemplated by this Agreement or as expressly agreed to in
writing by Acquiror, during the period from the date of the Letter of Intent to
Closing, Acquiree and TOL Canada have conducted their operations only in the
ordinary course of business consistent with

                                       31
<PAGE>

sound financial, operational and regulatory practice, and have taken no action
which would have a Material Adverse Effect on their 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, Acquiree and TOL
Canada have not, and Vendors have not caused or permitted Acquiree to:

         (a)      amend their respective 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 their respective 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 their respective capital
                  stock; or purchase, redeem or otherwise acquire any of their
                  respective securities or modify any of the terms of any such
                  securities, except with respect to any distribution, payment
                  of dividend, the purchase, issuance or redemption of shares
                  relating to the reorganization of TOLG and TOL Canada for the
                  purpose of the Transactions contemplated herein and which have
                  been disclosed in writing to Adsero, YAC, Callco and Acquiror;

         (d)      i) save and except for the loan agreement and related
                  collateral agreements entered into with Barrington Bank,
                  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 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
                  their respective directors, officers or other employees, ii)
                  pay or agree to pay any bonus, pension, retirement allowance,
                  severance or other employee benefit except as required under
                  currently existing Profit Sharing Plan, except for holiday
                  bonuses in an aggregate amount not to exceed holiday bonuses
                  for the prior year, or iii) amend, terminate or enter into any
                  employment, consulting, severance, change in control or
                  similar agreements or arrangements with any of their
                  respective directors, officers or other employees;

         (f)      save and except for the loan agreement and related collateral
                  agreements entered into 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 loan agreement and related collateral
                  agreements entered into 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

                                       32
<PAGE>

                  Encumbrance of a material amount of assets or securities, iv)
                  merger or consolidation or v) material change in their
                  respective 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 Acquiree's or
                  TOL Canada's Assets to terminate; or

         (k)      commit, promise or agree to do any of the foregoing.

6.2      MAINTENANCE OF THE ASSETS

         Since May 1, 2004, TOLG and TOL Canada have used their respective
Assets consistent with past practice. Save and except for the loan agreement and
related collateral agreements entered into with Barrington Bank, TOLG and TOL
Canada have not directly or indirectly, sold or encumbered all or any part of
their 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.

6.3      EMPLOYEES AND BUSINESS RELATIONS

         Since May 1, 2004, TOLG and TOL Canada and since its incorporation,
Acquiree, have used commercially reasonable efforts to keep available the
services of their current employees and agents and to maintain their relations
and goodwill with their suppliers, customers, distributors and any others having
business relations with them.

6.4      WORKING CAPITAL AND DEBT

         As at the Effective Date, TOL Canada, Acquiree and TOLG had combined
working capital of at least CDN $400,000, after excluding the current portion of
long term debt.

6.5      CONSENTS

         Acquiree, TOLG and TOL Canada 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 the Acquiree 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, VI and VIII, and in any certificate delivered in connection herewith with
respect to any of those representations, warranties and

                                       33
<PAGE>

covenants will terminate and expire on the date one (1) year after Closing
except in the event of fraud or 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 VENDORS

         Each of Acquiror, Adsero, YAC and Callco solidarily covenants and
agrees that it will indemnify each Vendor against, and hold each 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 each of Acquiror and Adsero or in certificates
delivered by each of Acquiror and Adsero in connection herewith; (ii) the
nonfulfillment of any covenant or agreement on the part of each of Acquiror and
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 each of Acquiror, YAC, Callco and Adsero which is provided to
Vendors in writing by each of Acquiror, YAC, Callco and Adsero or (B) any
omission or alleged omission to state therein a material fact relating to each
of Acquiror, YAC, Callco and Adsero required to be stated therein or necessary
to make the statements therein not misleading, and not provided to Vendors by
each of Acquiror, YAC, Callco and Adsero after a written request therefore.

7.3      INDEMNIFICATION OF ACQUIROR INDEMNIFIED PARTIES

         Each Vendor solidarily covenants and agrees that he, she or it will
indemnify each Acquiror Indemnified Party against, and hold each Acquiror
Indemnified Party 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, TOL Canada or any Vendor or in certificates delivered by Acquiree, TOL
Canada or any Vendor in connection herewith; (ii) the nonfulfillment of any
covenant or agreement on the part of Acquiree, TOL Canada or any 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, TOL Canada or any Vendor, which is
provided to Acquiror or its counsel in writing by the Acquiree, TOL Canada or
any Vendor or (B) any omission to state a material fact relating to Acquiree,
TOL Canada or any Vendor, after a written request by Acquiror, Adsero or its
counsel.

7.4      CONDITIONS OF THIRD PARTY INDEMNIFICATION

                                       34
<PAGE>

         (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 "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,

                                       35
<PAGE>

                  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 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 VII 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

                                       36
<PAGE>

                  VII relating to a Third Party Claim shall be made within 30
                  days after the latest of 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

                  COVENANTS OF ADSERO, YAC, CALLCO AND ACQUIROR

8.1      OPERATION OF THE BUSINESS

         Except as contemplated by this Agreement or as expressly agreed to in
writing by Acquiree and the Vendors, during the period from April 1, 2004, to
the Closing, each of Acquiror, YAC, Callco and Adsero 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 required by this Agreement. Without limiting the generality of the
foregoing, except as otherwise expressly provided in this Agreement or related
Schedules, each of Acquiror, YAC, Callco and Adsero did not, prior to the
Closing:

         (a)      amend their Charter Documents or by-laws (or similar
                  organizational documents);

         (b)      recapitalize, split, combine or reclassify any shares of their
                  respective 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 their
                  respective capital stock; or purchase, redeem or otherwise
                  acquire any of its securities or modify any of the terms of
                  any such securities;

         (c)      i) except as otherwise disclosed by Adsero, YAC, Callco or
                  Acquiror in the context of the Transactions herein
                  contemplated, 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 or iii) make any loans, advances
                  or capital contributions to, or investments in, any other
                  Person save and except for the loan agreement and related
                  collateral agreements entered into with Barrington Bank;

                                       37
<PAGE>

         (d)      i) increase in any manner the rate of compensation of any of
                  their directors, officers or other employees everywhere, ii)
                  pay or agree to pay any bonus, pension, retirement allowance,
                  severance or other employee benefit except as required under
                  the currently existing profit sharing plan, except for holiday
                  bonuses in an aggregate amount not to exceed holiday bonuses
                  for the prior year, or iii) amend, terminate or enter into any
                  employment, consulting, severance, change in control or
                  similar agreements or arrangements with any of their
                  directors, officers or other employees;

         (e)      except as otherwise disclosed by Adsero, YAC, Callco or
                  Acquiror in the context of the Transactions herein
                  contemplated, 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 save and except for the loan agreement and
                  related collateral agreements entered into with Barrington
                  Bank;

         (f)      except as contemplated by the Transactions, 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
                  Encumbrance of a material amount of assets or securities, iv)
                  merger or consolidation or v) material change in their
                  respective capitalization save and except for the loan
                  agreement and related collateral agreements entered into with
                  Barrington Bank;

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

         (h)      take any action the taking of which, or knowingly omit to take
                  any action the omission of which, would cause any of the
                  representations and warranties herein to fail to be true and
                  correct in all material respects as of the date of such action
                  or omission as though made at and as of the date of such
                  action or omission;

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

         (j)      commit, promise or agree to do any of the foregoing.

8.2      MAINTENANCE OF THE ASSETS

         Since April 1, 2004, each of Acquiror, YAC, Callco and Adsero has used
its reasonable best efforts to continue to maintain and service its Assets
consistent with past practice. Each of Acquiror, YAC, Callco and Adsero did not
directly or indirectly, sell or encumber all or any part of the Assets, other
than sales in the ordinary course of business or initiate or participate in any
discussions or negotiations or enter into any agreement to do any of the
foregoing save and except for the loan agreement and related collateral
agreements entered into with Barrington Bank.

8.3      EMPLOYEES AND BUSINESS RELATIONS

         Since April 1, 2004, each of Acquiror, YAC, Callco and Adsero has used
commercially reasonable efforts to keep available the services of its current
employees and agents and to

                                       38
<PAGE>

maintain its relations and goodwill with its suppliers, customers, distributors
and any others having business relations with it.

8.4      REQUIRED FUNDING

         Prior to Closing, Adsero, YAC, Callco and Acquiror have received all
necessary funding to enable them to make all payments required to be made by
them pursuant to this Agreement.

8.5      REQUIRED CONSENTS

         Each of Acquiror, YAC, Callco and Adsero have obtained, from regulatory
authorities and third parties, all required consents and approvals necessary for
consummation of the Transactions.


                                   ARTICLE IX

                                 GENERAL MATTERS

9.1      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 supersedes all prior agreements or understandings among the
Parties regarding those matters.

9.2      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.

9.3      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 this
Agreement unless otherwise specified. The Schedules referred to in this
Agreement will be

                                       39
<PAGE>

deemed to be a part of this Agreement. Each accounting term used herein that is
not specifically defined herein shall have the meaning given to it under
Canadian GAAP.

9.4      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:                3091503 Nova Scotia Company
                                        11 Tanager Avenue, suite 100, Toronto,
                                        Ontario, Canada M4G 3P9
                                        Attention: William Smith

         With a required copy to:       GOTTBETTER & PARTNERS, LLP
                                        488 Madison Ave.
                                        12th Fl.
                                        New York, NY  10022
                                        Attention: Scott E. Rapfogel

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

         If to Acquiree to:             TECKN-O-LASER GLOBAL COMPANY
                                        2101-N, Rue Nobel
                                        Sainte-Julie, Quebec J3E 1Z8
                                        Attention: Yvon Leveille

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

         If to TOL Canada:              TECKN-O-LASER COMPANY
                                        2101-N, Rue Nobel
                                        Sainte-Julie, Quebec J3E 1Z8
                                        Attention: Yvon Leveille

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

                                       40
<PAGE>

         If to Adsero to:               ADSERO CORP.
                                        11 Tanager Avenue, Suite 100
                                        Toronto, Ontario  M4G 3P9
                                        Attention:  William Smith

         With a required copy to:       GOTTBETTER & PARTNERS, LLP
                                        488 Madison Ave.
                                        12th Fl.
                                        New York, NY  10022
                                        Attention: Scott E. Rapfogel

         If to Vendors to:              9144-6906 QUEBEC INC.
                                        120 Paul de Maricourt Street
                                        Sainte Julie, Quebec  J3E 2Z4
                                        Attention:  Alain Lachambre

         And:                           9144-6773 QUEBEC INC.
                                        443 Des Pins Street
                                        Saint-Bruno de Montarville, Quebec
                                        J3V 5G5
                                        Attention: Yvon Leveille

         And:                           YVON LEVEILLE
                                        443 Des Pins Street
                                        Saint-Bruno de Montarville, Quebec
                                        J3V 5G5

         And:                           ALAIN LACHAMBRE
                                        120 Paul de Maricourt Street
                                        Sainte Julie, Quebec  J3E 2Z4

         And:                           CELINE PLOURDE
                                        443 Des Pins Street
                                        Saint-Bruno de Montarville, Quebec
                                        J3V 5G5

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

         If to Callco:                  3091732 NOVA SCOTIA COMPANY
                                        11 Tanager Avenue, Suite 100
                                        Toronto,   Ontario, Canada M4G 3P9
                                        Attention:  William Smith

         With required copy to:         CHARETTE NANTEL ATTORNEYS
                                        1010 Sherbrooke Street West
                                        Suite 405

                                       41
<PAGE>

                                        Montreal, Quebec H3A 2R7
                                        Attention: Elizabeth Nantel

         If to YAC:                     YAC CORP.
                                        11 Tanager Avenue, Suite 100
                                        Toronto, Ontario, Canada M4G 3P9
                                        Attention:  William Smith

         With required copy to:         GOTTBETTER & PARTNERS, LLP
                                        488 Madison Ave.
                                        12th Fl.
                                        New York, NY  10022
                                        Attention: Scott E. Rapfogel

                                       42
<PAGE>

9.5      GOVERNING LAWS

         Except with regard to securities law matters concerning the Adsero
Common Shares and the Adsero Series A Preferred Shares, 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 and 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.

9.6      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.

9.7      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.

9.8      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.

9.9      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.

9.10     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.

                                       43
<PAGE>

9.11     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.

9.12     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.

VENDORS:                                /s/ Yvon Leveille
                                        ----------------------------------------
                                        YVON LEVEILLE

                                        Alain Lachambre
                                        ----------------------------------------
                                        ALAIN LACHAMBRE

                                        /s/ Celine Plourde
                                        ----------------------------------------
                                        Celine Plourde


                                        9144-6773 QUEBEC INC.

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


                                        9144-6909 QUEBEC INC.

                                        /s/ Alain Lachambre
                                        ----------------------------------------
                                        Name:  Alain Lachambre
                                        Title: President


ACQUIROR:                               3091503 NOVA SCOTIA COMPANY

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

                                       44
<PAGE>

ACQUIREE:                               TECKN-O-LASER GLOBAL COMPANY

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


TOL CANADA                              TECHN-O-LASER COMPANY

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


ADSERO                                  ADSERO CORP.

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


CALLCO                                  3091732 NOVA SCOTIA COMPANY

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


YAC                                     YAC CORP.

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

                                       45
<PAGE>
                            SHARE PURCHASE AGREEMENT
                                  SCHEDULE 1.A

            SERIES I EXCHANGEABLE SHARES VOTING AND SUPPORT AGREEMENT



                             (SEE DOCUMENT ANNEXED)



                                       46
<PAGE>
                            SHARE PURCHASE AGREEMENT
                                  SCHEDULE 1.B

           SERIES II EXCHANGEABLE SHARES VOTING AND SUPPORT AGREEMENT



                             (SEE DOCUMENT ANNEXED)



                                       47
<PAGE>
                            SHARE PURCHASE AGREEMENT
                                  SCHEDULE 1.C

                 PREFERRED SHARES PURCHASE AND SUPPORT AGREEMENT



                             (SEE DOCUMENT ANNEXED)



                                       48
<PAGE>
                            SHARE PURCHASE AGREEMENT
                                  SCHEDULE 1.D

                              DEFINITION OF EBITDA

For the purpose of the Agreement, the EBITDA will be calculated as follows:


         o  Earnings before interest, taxes, depreciation and amortization of
            Acquiree, based on the consolidated audited financial statements of
            Acquiree, according to Canadian GAAP;


         Plus:


         o  Earnings before interest, taxes, depreciation and amortization of
            TOL USA, based on audited financial statements of TOL USA, according
            to Canadian GAAP;


         Plus:


         o  Any adjustment deemed necessary by Adsero Corp.'s Board of Directors
            and as agreed to by Mr. Leveille;


         Plus:

         o  Any fee or expense paid or incurred by Acquiree, TOL Canada or TOL
            USA in connection with the Transaction which was expensed in any of
            the calculations for earnings noted above.


                                       49
<PAGE>
                                  SCHEDULE 2.1

                    ISSUED AND OUTSTANDING SHARES OF ACQUIREE


                                             CLASS A          CLASS B
                                             COMMON           COMMON
         NAME OF HOLDER                      SHARES           SHARES
         --------------                      -------          -------
         9144-6773 Quebec Inc.(1)             4,240                -
         9144-6906 Quebec Inc.(2)                 -            1,760
                                              -----            -----
         TOTAL                                4,240            1,760

(1) A holding company controlled by Yvon Leveille
(2) A holding company controlled by Alain Lachambre

<TABLE>
<CAPTION>


                                CLASS A      CLASS B      CLASS C      CLASS D      CLASS E      CLASS F
                               PREFERRED    PREFERRED    PREFERRED    PREFERRED    PREFERRED    PREFERRED
 NAME OF HOLDER                 SHARES       SHARES        SHARES      SHARES       SHARES       SHARES
 --------------                ---------    ---------    ---------    ---------    ---------    ---------
<S>                            <C>           <C>              <C>         <C>       <C>          <C>
 Yvon Leveille                         -     221,969          -           -               -            -
 Alain Lachambre                 443,256      57,904          -           -               -            -
 9144-6773 Quebec Inc.(1)      1,067,844           -          -           -         565,333            -
 9144-6906 Quebec Inc.(2)              -           -          -           -               -      234,667
 Celine Plourde                        -     176,127          -           -               -            -
                               ---------     -------     ---------     -------      -------      -------
 TOTAL                         1,511,100     456,000          -           -         565,333      234,667

(1) A holding company controlled by Yvon LeveillE
(2) A holding company controlled by Alain LachambrE

</TABLE>

                                       50
<PAGE>
                            SHARE PURCHASE AGREEMENT
                                  SCHEDULE 2.2

           PURCHASE PRICE FOR THE ACQUIREE COMMON AND PREFERRED SHARES


                                                                PURCHASE PRICE
   SHAREHOLDERS                 ACQUIREE SHARES                         $
 ------------------------------------------------------------------------------

 Yvon Leveille               221,969 preferred "B"                     $221,969

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

 9144-6773 Qc inc            4,240 common "A"                        10,072,686
 (Leveille Holdco)           1,067,844 preferred "A"                  1,067,844
                             565,333 preferred "E"                      565,333

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

 Celine Plourde              176,127 preferred "B"                      176,127

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

 Alain Lachambre             443,256 preferred "A"                      443,256
                             57,904 preferred  "B"                       57,904

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

 9144-6906 Qc inc            1,760 common "B"                         4,181,114
 (Lachambre Holdco)          234,667 preferred "F"                      234,667

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

 TOTAL                                                              $17,020,900

 ------------------------------------------------------------------------------
                                       51
<PAGE>
                            SHARE PURCHASE AGREEMENT
                                  SCHEDULE 2.3

         6.7.1    Purchase Price Apportionment

<TABLE>
<CAPTION>

                           SHARES HELD         PURCHASE                         CONSIDERATION RECEIVED
 VENDORS                  AS AT CLOSING          PRICE
                     -----------------------  ----------  ----------------------------------------------------------------
                                                          Cash on   Balance      Acquiror Series I    Acquiror Preferred
                                                          closing  receivable   Exchangeable Shares         Shares
                                                          -------  ----------  ---------------------  --------------------
                                                   $         $         $        Number      Value      Number      Value
 =========================================================================================================================
<S>                  <C>                      <C>         <C>      <C>         <C>        <C>         <C>        <C>
 Yvon Leveille       221,969 preferred "B"       221,969  221,969          -           -           -          -          -

 -------------------------------------------------------------------------------------------------------------------------
 9144-6773 Qc inc.   4,240 common "A"         10,072,686        -  1,529,863   4,593,333   7,177,543  1,365,280  1,365,280
 (Leveille Holdco)
                     1,067,844 preferred "A"   1,067,844  207,760    860,084           -           -          -          -

                     565,333 preferred "E"       565,333        -    565,333           -           -          -          -

 -------------------------------------------------------------------------------------------------------------------------
 Alain Lachambre     443,256 preferred "A"       443,256   86,240    357,016           -           -          -          -

                     57,904 preferred "B"         57,904   57,904          -           -           -          -          -

 -------------------------------------------------------------------------------------------------------------------------
 9144-6906 Qc inc.   1,760 common "B"          4,181,114        -    635,037   1,906,667   2,979,357    566,720    566,720
 (Lachambre Holdco)
                     234,667 preferred "F"       234,667        -    234,667           -           -          -          -

 -------------------------------------------------------------------------------------------------------------------------
 Celine Plourde      176,127 preferred "B"       176,127  176,127          -           -           -          -          -

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

 TOTAL                                        17,020,900  750,000  4,182,000   6,500,000  10,156,900  1,932,000  1,932,000
 -------------------------------------------------------------------------------------------------------------------------

</TABLE>

                                       52
<PAGE>
                            SHARE PURCHASE AGREEMENT
                                 SCHEDULE 2.3 A

                        ADSERO SERIES A PREFERRED SHARES



                                       53
<PAGE>
                            SHARE PURCHASE AGREEMENT
                                  SCHEDULE 2.7

       SHARES TRANSFERRED ACCORDING TO THE DISPOSITION OF SECTION 85(1) OF
         THE INCOME TAX ACT AND SECTION 518 OF THE TAXATION ACT (QUEBEC)

                                  AGREED AMOUNT
<TABLE>
<CAPTION>

                       SHARES HELD       PURCHASE              CONSIDERATION RECEIVED              AGREED
 VENDORS              AS AT CLOSING        PRICE                                                   AMOUNT
                     ----------------   ----------    -----------------------------------------   ---------
                                                      BALANCE     ACQUIROR SERIES I   ACQUIROR
                                                     RECEIVABLE     EXCHANGEABLE      PREFERRED
                                                                       SHARES          SHARES
                                        ----------   ----------   -----------------   ---------   ---------
                                            $             $               $               $           $
 ==========================================================================================================
<S>                  <C>                <C>           <C>             <C>             <C>         <C>
 9144-6773 QC INC.   4,240 common "A"   10,072,686    1,529,863       7,177,543       1,365,280   1,529,863
 (LEVEILLE HOLDCO)

 ----------------------------------------------------------------------------------------------------------
 9144-6906 QC INC.   1,760 common "B"    4,181,114      635,037       2,979,357         566,720     635,037
 (LACHAMBRE HOLDCO)

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

</TABLE>

                                       55
<PAGE>
                            SHARE PURCHASE AGREEMENT
                                  SCHEDULE 2.8

                                  AGREED AMOUNT



                                       56
<PAGE>
                            SHARE PURCHASE AGREEMENT
                                  SCHEDULE 2.10

                                  STOCK OPTIONS

         Upon Closing or immediately thereafter, Adsero shall prepare
certificates recognizing the granting of a total of 300,000 Stock Options to
certain employees of TOL Canada and for which Adsero will seek to obtain the
requisite regulatory approvals as soon as possible thereafter. All Stock Options
so granted shall be subject to the conditions outlined in Section 2.10 of this
Agreement.


                                       57
<PAGE>
                            SHARE PURCHASE AGREEMENT
                              SCHEDULE 2.11.2.1(B)

                                LOCK-UP AGREEMENT


                             (SEE DOCUMENT ANNEXED)



                                       58
<PAGE>
                            SHARE PURCHASE AGREEMENT
                              SCHEDULE 2.11.2.2(B)

                   ADSERO SERIES A PREFERRED SHARE DESIGNATION



                                       59
<PAGE>
                            SHARE PURCHASE AGREEMENT
                              SCHEDULE 2.11.2.2(E)

                       YVON LEVEILLE EMPLOYMENT AGREEMENT

                             (SEE DOCUMENT ANNEXED)



                                       60
<PAGE>
                            SHARE PURCHASE AGREEMENT
                              SCHEDULE 2.11.2.2(F)

                      ALAIN LACHAMBRE EMPLOYMENT AGREEMENT



                                       61
<PAGE>
                            SHARE PURCHASE AGREEMENT
                                 SCHEDULE 3.5.3

                          ADSERO ISSUED AND OUTSTANDING
                              OPTIONS AND WARRANTS
                                        &
                            OTHER COMMITTED ISSUANCES



Total Warrants Outstanding:                                            5,627,430

Total Options Outstanding:                                               337,500
(Excluding the 300,000
Stock options to employees
of TOL)

Shares Issuable upon Conversion
of Westminster Capital Note                                            2,000,000

Shares issuable under private placements                               3,257,500
                                                                      ----------


TOTAL:                                                                11,222,430
                                                                      ==========


                                       62
<PAGE>
                            SHARE PURCHASE AGREEMENT

                                  SCHEDULE 3.6

                           ADSERO FINANCIAL STATEMENTS



                                       63
<PAGE>
                            SHARE PURCHASE AGREEMENT

                                SCHEDULE 3.15(H)

                          EXCEPTIONS TO SECTION 3.15(H)



                                       64
<PAGE>
                            SHARE PURCHASE AGREEMENT

                                  SCHEDULE 3.17

                                  FINDER'S FEES



                                       65
<PAGE>
                                 SCHEDULE 4.4.1
                  ACQUIREE'S CAPITALIZATION AND STOCK OWNERSHIP


                                             CLASS A          CLASS B
                                             COMMON           COMMON
         NAME OF HOLDER                      SHARES           SHARES
         --------------                      -------          -------
         9144-6773 Quebec Inc.(1)             4,240                -
         9144-6906 Quebec Inc.(2)                 -            1,760
                                              -----            -----
         TOTAL                                4,240            1,760

(1) A holding company controlled by Yvon Leveille
(2) A holding company controlled by Alain Lachambre

<TABLE>
<CAPTION>

                                CLASS A      CLASS B      CLASS C      CLASS D      CLASS E      CLASS F
                               PREFERRED    PREFERRED    PREFERRED    PREFERRED    PREFERRED    PREFERRED
 NAME OF HOLDER                 SHARES       SHARES        SHARES      SHARES       SHARES       SHARES
 --------------                ---------    ---------    ---------    ---------    ---------    ---------
<S>                            <C>           <C>         <C>           <C>          <C>          <C>
 Yvon Leveille                         -     221,969             -           -            -            -
 Alain Lachambre                 443,256      57,904             -           -            -            -
 9144-6773 Quebec Inc.(1)      1,067,844           -             -           -      565,333            -
 9144-6906 Quebec Inc.(2)              -           -             -           -            -      234,667
 Celine Plourde                        -     176,127             -           -            -            -
 3091503 Nova Scotia Company           -           -     1,000,000     500,000            -            -
                               ---------     -------     ---------     -------      -------      -------
 TOTAL                         1,511,100     456,000     1,000,000     500,000      565,333      234,667

</TABLE>

(1) A holding company controlled by Yvon LeveillE
(2) A holding company controlled by Alain Lachambre

                                       66
<PAGE>
                                  SCHEDULE 4.8
                               IMMOVABLE PROPERTY

The Acquiree is the owner of the property described hereunder:

         IMMEUBLE 1

                  Un immeuble connu et designe comme etant compose comme suit :

                  a) le lot numero VINGT-DEUX de la subdivision du lot
         originaire numero DEUX CENT QUATRE-VINGT-QUINZE (295-22) du cadastre de
         la Paroisse de Sainte-Julie, circonscription fonciere de VERCHERES;

                  b) le lot numero SEPT de la subdivision du lot originaire
         numero DEUX CENT QUATRE-VINGT-SEIZE (296-7), dudit cadastre.

                  Avec toutes les batisses y erigees, notamment celle portant le
         numero 2101, BOULEVARD NOBEL, SAINTE-JULIE, PROVINCE DE QUEBEC, J3E
         1Z8.

                  Tel que le tout se trouve presentement avec toutes les
         servitudes actives et passives, apparentes ou occultes attachees a
         l'immeuble, sans exception ni reserve et notamment sujet au reglement
         de zonage aerien publie sous le numero 135912.

         IMMEUBLE II

                  Un immeuble VACANT connu et designe comme etant compose comme
         suit :

                  a) le lot numero CENT QUATRE-VINGT-HUIT de la subdivision du
         lot originaire numero DEUX CENT QUATRE-VINGT-QUINZE (295-188), du
         cadastre de la Paroisse de Sainte-Julie, circonscription fonciere de
         VERCHERES;

                  b) le lot numero DEUX CENT SOIXANTE-DEUX de la subdivision du
         lot originaire numero DEUX CENT QUATRE-VINGT-QUATORZE (294-262), dudit
         cadastre.

                  Tel que le tout se trouve presentement avec toutes les
         servitudes actives et passives, apparentes ou occultes attachees a
         l'immeuble, sans exception ni reserve et notamment sujet au reglement
         de zonage aerien publie sous le numero 135912 et a la servitude de non
         construction creee aux termes de l'acte publie sous le numero 327599.

                  Le Debiteur hypotheque egalement les biens suivants, pour les
         fins et pour la somme (avec les interets) indiquees precedemment au
         present article :

      1. tous les loyers et revenus produits par l'immeuble, presents et a
         venir;

      2. tous les biens meubles qui sont presentement ou seront dans l'avenir
         materiellement attaches ou reunis a l'immeuble; et

      3. les indemnites payables en vertu de tout contrat d'assurance couvrant
         l'immeuble et les biens mentionnes aux paragraphes 1 et 2 qui
         precedent.

                  L'immeuble et les autres biens mentionnes ci-dessus sont
         collectivement appeles (biens hypotheques). Si l'hypotheque affecte
         plus d'un immeuble, le terme (immeuble) designe tous et chacun des
         immeubles hypotheques.

A surface of 2 100 square feet is being rented to Thersol inc.

                                       67
<PAGE>
                                 SCHEDULE 4.8.2
                       TITLE TO ASSETS AND RELATED MATTERS

Liens

ACQUIREE

      1. An Immovable hypothec dated September 30, 2003, in favour of the
         Business Development Bank of Canada to guarantee a three million
         dollars (3 000 000 $) loan to Teckn-O-Laser Global Inc. Such hypothec
         was granted on two buildings as described hereunder.

         IMMEUBLE 1

                  Un immeuble connu et designe comme etant compose comme suit :

                  a) le lot numero VINGT-DEUX de la subdivision du lot
         originaire numero DEUX CENT QUATRE-VINGT-QUINZE (295-22) du cadastre de
         la Paroisse de Sainte-Julie, circonscription fonciere de VERCHERES;

                  b) le lot numero SEPT de la subdivision du lot originaire
         numero DEUX CENT QUATRE-VINGT-SEIZE (296-7), dudit cadastre.

                  Avec toutes les batisses y erigees, notamment celle portant le
         numero 2101, BOULEVARD NOBEL, SAINTE-JULIE, PROVINCE DE QUEBEC, J3E
         1Z8.

                  Tel que le tout se trouve presentement avec toutes les
         servitudes actives et passives, apparentes ou occultes attachees a
         l'immeuble, sans exception ni reserve et notamment sujet au reglement
         de zonage aerien publie sous le numero 135912.

         IMMEUBLE II

                  Un immeuble VACANT connu et designe comme etant compose comme
         suit :

                  a) le lot numero CENT QUATRE-VINGT-HUIT de la subdivision du
         lot originaire numero DEUX CENT QUATRE-VINGT-QUINZE (295-188), du
         cadastre de la Paroisse de Sainte-Julie, circonscription fonciere de
         VERCHERES;

                  b) le lot numero DEUX CENT SOIXANTE-DEUX de la subdivision du
         lot originaire numero DEUX CENT QUATRE-VINGT-QUATORZE (294-262), dudit
         cadastre.

                  Tel que le tout se trouve presentement avec toutes les
         servitudes actives et passives, apparentes ou occultes attachees a
         l'immeuble, sans exception ni reserve et notamment sujet au reglement
         de zonage aerien publie sous le numero 135912 et a la servitude de non
         construction creee aux termes de l'acte publie sous le numero 327599.

                  Le Debiteur hypotheque egalement les biens suivants, pour les
         fins et pour la somme (avec les interets) indiquees precedemment au
         present article:

      4. tous les loyers et revenus produits par l'immeuble, presents et a
         venir;

      5. tous les biens meubles qui sont presentement ou seront dans l'avenir
         materiellement attaches ou reunis a l'immeuble; et

      6. les indemnites payables en vertu de tout contrat d'assurance couvrant
         l'immeuble et les biens mentionnes aux paragraphes 1 et 2 qui
         precedent.

                  L'immeuble et les autres biens mentionnes ci-dessus sont
         collectivement appeles (biens hypotheques). Si l'hypotheque affecte
         plus d'un immeuble, le terme (immeuble) designe tous et chacun des
         immeubles hypotheques.

Servitude

      1. An aerial zoning servitude is granted in favour of the St-Hubert
         Airport.

                                       68
<PAGE>

      2. Teckn-O-Laser Global inc. encumbered in favour of the dominant lands
         (described hereunder), the land located at 2101, boulevard Nobel,
         Sainte-Julie, province de Quebec, J3E 1Z8 of a servitude of
         non-construction prohibiting any construction or plantation with the
         exception of what could be required by municipal by-laws.

         DESIGNATION OF THE DOMINANT LANDS

         PARCELLE 1

         Le lot numero DEUX CENT de la subdivision officielle du lot originaire
         numero DEUX CENT QUATRE-VINGT-QUATORZE (294-200), au cadastre officiel
         de la Paroisse de Sainte-Julie, circonscription fonciere de VERCHERES.

         PARCELLE 2

         Le lot numero DEUX CENT UN de la subdivision officielle du lot
         originaire numero DEUX CENT QUATRE-VINGT-QUATORZE (294-201), audit
         cadastre.

         PARCELLE 3

         Le lot numero DEUX CENT CINQUANTE-TROIS de la subdivision officielle du
         lot originaire numero DEUX CENT QUATRE-VINGT-QUATORZE (294-253), audit
         cadastre;

         PARCELLE 4

         Le lot numero DEUX CENT CINQUANTE-QUATRE de la subdivision officielle
         du lot originaire numero DEUX CENT QUATRE-VINGT-QUATORZE (294-254),
         audit cadastre;

         PARCELLE 5

         De forme triangulaire, une PARTIE du lot QUATRE de la subdivision
         officielle du lot originaire DEUX CENT QUATRE-VINGT-QUATORZE (294-4
         PTIE), audit cadastre, bornee vers le Nord-Est par une partie du lot
         294-253, sur une distance de 38,530 metres, vers le Sud-Est par une
         partie du lot 294-254, sur une distance de 10,600 metres, vers le
         Sud-Ouest par une partie du lot 295-1, sur une distance de 37,300
         metres, ayant une superficie totale de 197,7 metres carre.

         PARCELLE 6

         De forme irreguliere, une PARTIE du lot QUATRE de la subdivision
         officielle du lot originaire DEUX CENT QUATRE-VINGT-QUATORZE (294-4
         PTIE), audit cadastre, bornee vers le Nord-Est par une partie du lot
         294 (boulevard Nobel), ayant une courbe de 20,950 metres et un rayon de
         159,620 sur une distance de 2,500 metres, vers le Sud-Est par le lot
         294-253, sur une distance de 24,974 metres, vers le Sud-Ouest par une
         partie du lot 295, sur une distance de 23,114 metres, et vers le
         Nord-Ouest par le lot 294-262, sur une distance de 17,520 metres, ayant
         une superficie totale de 480,7 metres carres.

         PARCELLE 7

         Le lot numero TRENTE-TROIS de la subdivision officielle du lot
         originaire numero DEUX CENT QUATRE-VINGT-QUINZE (295-33), audit
         cadastre;

         PARCELLE 8

         De forme irreguliere, une PARTIE du lot originaire DEUX CENT
         QUATRE-VINGT-QUINZE (295 PTIE), audit cadastre, bornee vers le
         Sud-Ouest par une partie du lot 295-22 sur une distance de 33,100
         metres, vers le Nord-Ouest par le lot 295-188, sur une distance de
         43,780 metres, vers le Nord-Est par une partie du lot 294-4, sur une
         distance de 23,114 metres, vers le Sud-Est par le lot 295-33, sur une
         distance de 7,462 metres, vers le Nord-Est par le lot 295-33, sur une
         distance de 26,092 metres et vers le Sud-Est par une partie du lot
         295-1, sur une distance de 40,570 metres, ayant une superficie totale
         de 1 576,6 metres carres.

         PARCELLE 9

         De forme irreguliere, une PARTIE du lot UN de la subdivision officielle
         du lot originaire DEUX CENT QUATRE-VINGT-QUINZE (295-1 PTIE), audit
         cadastre, bornee vers le

                                       69
<PAGE>

         Sud-Ouest par une partie du lot 295-17 (rue Leonard de Vinci), par une
         partie du lot 295 et une partie du lot 295-22, sur une distance de
         38,200 metres, vers le Nord-Ouest par une partie du lot 295, sur une
         distance de 40,570 metres, vers le Nord-Est par une partie du lot
         294-4, sur une distance de 37,300 metres et vers le Sud-Est par le lot
         295-34, sur une distance de 40,584 metres, ayant une superficie totale
         de 1 531,8 metres carres.

         PARCELLE 10

         Le lot numero TRENTE-QUATRE de la subdivision officielle du lot
         originaire numero DEUX CENT QUATRE-VINGT-QUINZE (295-34), audit
         cadastre;

         PARCELLE 11

         Le lot numero TRENTE-DEUX de la subdivision officielle du lot
         originaire numero DEUX CENT QUATRE-VINGT-QUINZE (295-32), audit
         cadastre;

         PARCELLE 12

         Le lot numero DEUX CENT SOIXANTE-TROIS de la subdivision officielle du
         lot originaire numero DEUX CENT QUATRE-VINGT-QUATORZE (294-263), audit
         cadastre; Tous montres sur le plan de compilation de Francois LAROUCHE,
         arpenteur-geometre, du douze octobre deux mille un (2001).

      3. A servitude granted in favour of Montreal pipeline Co. Ltd published in
         Vercheres under number 46945;

      4. Three servitudes granted in favour of Southern Canada Power Co.
         published in Vercheres under numbers 50874, 50875 and 82644;

      5. A servitude of non-access to the highway published in Vercheres under
         number 71935.

Guarantee

A guarantee granted by Teckn-O-Laser Global Inc. in favour of GE VFS Canada
Limited Partnership to secure the leasing of computer technology by
Teckn-O-Laser Inc. A guarantee granted by Teckn-O-Laser Global Inc. in favour of
National Bank of Canada to secure the loan of five million dollars (5 000 000 $)
by Teckn-O-Laser Inc.

TOL CANADA

Movable Hypothecs

      A. A movable hypothec granted by Teckn-O-Laser inc. in favour of the
         National Bank of Canada to guarantee a five million dollars (5 000 000
         $) loan including an additional hypothec in the amount of one million
         dollars (1 000 000 $) which hypothec was executed on December 10, 2003
         and published on December 12, 2003 at the Personal and Movable Real
         Rights Registry Office under number 03-0664613-0002. Such hypothec was
         granted on the items described hereunder.

         TOUS LES STOCKS DU CLIENT, PRESENT ET FUTURES, OU QU'ILS SE TROUVENT ET
         TOUTES LES CREANCES DU CLIENT, PRESENTES ET FUTURES, QUEL QUE SOIT LE
         LIEU OU SE TROUVENT LES DEBITEURS DE CES CREANCES.

         LE PRODUIT DE TOUTE VENTE, LOCATION OU AUTRE DISPOSITION DE CES BIENS,
         TOUTE CREANCE RESULTANT D'UNE VENTE, LOCATION OU AUTRE DISPOSITION DE
         CES BIENS, AINSI QUE TOUT BIEN ACQUIS EN REMPLACEMENT DE CEUX-CI.

      B. A movable hypothec granted by Teckn-O-Laser inc. in favour of the
         National Bank of Canada to guarantee a five million two hundred eighty
         thousand dollars (5 280 000 $) loan including an additional hypothec in
         the amount of eight hundred eighty thousand dollars ( 880 000 $) which
         hypothec was executed on July 3, 2003 and published on July 4, 2003 at
         the Personal and Movable Real Rights Registry Office under number
         03-0341143-0001. Such hypothec was granted on the items described
         hereunder.

                                       70
<PAGE>

         TOUS LES STOCKS DU CLIENT, PRESENTS ET FUTURS, OU QU'ILS SE TROUVENT ET
         TOUTES LES CREANCES DU CLIENT, PRESENTES ET FUTURES, QUEL QUE SOIT LE
         LIEU OU SE TROUVENT LES DEBITEURS DE CES CREANCES.

         LE PRODUIT DE TOUTE VENTE, LOCATION OU AUTRE DISPOSITION DE CES BIENS,
         TOUTE CREANCE RESULTANT D'UNE VENTE, LOCATION OU AUTRE DISPOSITION DE
         CES BIENS, AINSI QUE TOUT BIEN ACQUIS EN REMPLACEMENT DE CEUX-CI.

      C. A movable hypothec granted by Teckn-O-Laser inc. in favour of the
         National Bank of Canada to guarantee a one million two hundred thousand
         dollars (1 200 000 $) loan including an additional hypothec in the
         amount of two hundred thousand dollars ( 200 000 $) which hypothec was
         executed on July 30, 2002 and published on August 1, 2003 at the
         Personal and Movable Real Rights Registry Office under number
         02-0336784-0003. Such hypothec was granted on the items described
         hereunder.

         TOUT L'EQUIPEMENT, L'OUTILLAGE ET LE MOBILIER DE BUREAU DU CLIENT,
         PRESENTS ET FUTURS.

         LE PRODUIT DE TOUTE VENTE, LOCATION OU AUTRE DISPOSITION DE CES BIENS,
         TOUTE CREANCE RESULTANT D'UNE VENTE, LOCATION OU AUTRE DISPOSITION DE
         CES BIENS, AINSI QUE TOUT BIEN ACQUIS EN REMPLACEMENT DE CEUX-CI.

      D. A movable hypothec without delivery granted by Teckn-O-laser inc. in
         favour of the Caisse de depot et placement du Quebec to guarantee a six
         hundred thousand dollars (600 000 $) loan which hypothec was executed
         on March 21, 2001 and published on March 22, 2001 at the Personal and
         Movable Real Rights Registry Office under number 01-0088499-0001. Such
         hypothec was granted on the items described hereunder.

         UNE HYPOTHEQUE SANS DEPOSSESSION GRIEVANT LA TOTALITE DE L'UNIVERSALITE
         DE L'ENTREPRISE, DES ELEMENTS D'ACTIF ET DES BIENS CORPORALS ET
         INCORPORELS DU CONSTITUANT, DON'T IL EST PROPRIETAIRE ACTUELLEMENT OU
         DON'T IL FAIT L'ACQUISITION PAR LA SUITE, DE TOUT GENRE ET NATURE QUE
         CE SOIT, PEU IMPORTE OU ILS SONT SITUES. LES BIENS SONT ACTUELLEMENT
         SITUES A L'ENTREPRISE SISE AU 2101-N, BOULEVARD NOBEL, SAINTE-JULIE
         (QUEBEC) J3E 1Z8.

      E. A movable hypothec granted by Teckn-O-Laser inc. in favour of the
         Caisse de depot et placement du Quebec to guarantee a one million one
         hundred thousand dollars (1 100 000 $) loan including an additional
         hypothec in the amount of two hundred twenty thousand dollars ( 220 000
         $) which hypothec executed on June 19, 2000 and published on June 21,
         2000 at the Personal and Movable Real Rights Registry Office under
         number 00-0170584-0001. Such hypothec was granted on the items
         described hereunder.

         TOUS LES MEUBLES, EQUIPEMENTS, ACCESSOIRES, APPAREILS, INVENTAIRES ET
         TOUS AUTRES BIENS UTILISES PAR LA COMPAGNIE DANS LE CADRE DE SES
         OPERATIONS.

Lease

The lease of a Bulldog Battery Model 12-125B-13 and of a Raymond Truck Model
EASI-R30TT between Teckn-O-Laser inc. and Equipements G.N. Johnston Ltee
executed on June 20, 2003 and published on September 29, 2003 at the Personal
and Movable Real Rights Registry Office under number 03-0515587-0001.

Bank Act Security - section 427

                                       71
<PAGE>

A security was granted by the Borrower in favour of the National Bank of Canada
under section 427 of the Bank Act executed on January 23, 2003 and expiring on
December 31, 2008 registered under the number 01128908 of the Canadian
Securities Registration Systems.



                                       72
<PAGE>
                                 SCHEDULE 4.9.5
                              ENVIRONMENTAL PERMITS

                                      NONE



                                       73
<PAGE>
                                 SCHEDULE 4.9.6
                              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



                                       74
<PAGE>
                                 SCHEDULE 4.10.2
                              CAPITAL EXPENDITURES

                                      NONE



                                       75
<PAGE>
                                  SCHEDULE 4.11
                                    EMPLOYEES

The complete list of employees of TOL Canada is attached herewith. There are no
written agreement signed by the employees.



                                       76
<PAGE>
                                 SCHEDULE 4.13.1
                               EMPLOYEE RELATIONS

Further to a judgment granting a petition for certification, a collective
bargaining agreement will be negotiated within the next year with TOL Canada.



                                       77
<PAGE>
                                  SCHEDULE 4.14
                               PROFIT SHARING PLAN

a)       TOL Canada has an employee group insurance plan. Complete copy of the
         said employee group insurance plan has been provided to the Acquiror.

b)       TOL Canada has two profit sharing plans constituted in favour of its
         employees. The first one in favour of the workers provide a 10% profit
         sharing and the second in favour of the management personnel provide a
         5% profit sharing opportunity. Complete copies of the said profit
         sharing plans have been provided to the Acquiror.

c)       TOL Canada has adopted a general policy handbook for its employees
         which provides the rules regarding holidays, sick leave, vacation,
         disability, termination and severance pay and establishes the general
         policies, procedures and worked-related rules. Complete copy of the
         said general policy handbook has been provided to the Acquiror.

d)       Automobile allowances: 0.35$/km for travelling expenses incurred for
         the benefit of TOL Canada and the Acquiree.

e)       Expenses reimbursement: with justification.

                                       78
<PAGE>
                                 SCHEDULE 4.15.1
                              INTELLECTUAL PROPERTY

a)       The list of all domain names used by the Acquiree and TOL Canada is
         attached herewith.

b)       There are no copyrights or patents registered in the name of the
         Acquiree and TOL Canada.

c)       TOL Canada is the owner of the following trade marks:

         i)       TECKNOLASER
                  Registration number: LMC557020
                  Registration date: January 29, 2002

         ii)      REFLEXION
                  Registration number: LMC615814
                  Registration date: July 27, 2004

         TOL Canada also uses the trade mark "Evergreen".

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

                                       79
<PAGE>
                                 SCHEDULE 4.15.2
                        INTELLECTUAL PROPERTY AGREEMENTS

1.       Encumbrances

A movable hypothec without delivery granted by Teckn-O-laser inc. in favour of
the Caisse de depot et placement du Quebec to guarantee a six hundred thousand
dollars (600 000 $) loan which hypothec was executed on March 21, 2001 and
published on March 22, 2001 at the Personal and Movable Real Rights Registry
Office under number 01-0088499-0001. Such hypothec was granted on the items
described hereunder.

UNE HYPOTHEQUE SANS DEPOSSESSION GREVANT LA TOTALITE DE L'UNIVERSALITE DE
L'ENTREPRISE, DES ELEMENTS D'ACTIF ET DES BIENS CORPORELS ET INCORPORELS DU
CONSTITUANT, DONT IL EST PROPRIETAIRE ACTUELLEMENT OU DONT IL FAIT L'ACQUISITION
PAR LA SUITE, DE TOUT GENRE ET NATURE QUE CE SOIT, PEU IMPORTE OU ILS SONT
SITUES. LES BIENS SONT ACTUELLEMENT SITUES A L'ENTREPRISE SISE AU 2101-N,
BOULEVARD NOBEL, SAINTE-JULIE (QUEBEC) J3E 1Z8.

A movable hypothec granted by Teckn-O-Laser inc. in favour of the Caisse de
depot et placement du Quebec to guarantee a one million one hundred thousand
dollars (1 100 000 $) loan including an additional hypothec in the amount of two
hundred twenty thousand dollars ( 220 000 $) which hypothec executed on June 19,
2000 and published on June 21, 2000 at the Personal and Movable Real Rights
Registry Office under number 00-0170584-0001. Such hypothec was granted on the
items described hereunder.

TOUS LES MEUBLES, EQUIPEMENTS, ACCESSOIRES, APPAREILS, INVENTAIRES ET TOUS
AUTRES BIENS UTILISES PAR LA COMPAGNIE DANS LE CADRE DE SES OPERATIONS.

2.       Protection of Intellectual Property rights

         None

3.       Intellectual Property Licensing

         None

4.       Restrictions on the ability to use the Intellectual Property

         None

                                       80
<PAGE>
                                  SCHEDULE 4.23
                                     LEASES

1.       A lease between Teckn-O-Laser inc. and 401 Magnetic limited for a
         premise located at 401 Magnetic Drive, North York, Ontario constituted
         of units number 41 and 42. The term is five (5) years and sixteen (16)
         days commencing the 15th day of September 2000 and expiring the 30th
         day of September 2005 for a rent of 8 983.00 $ per annum for the first
         year of the term, a rent of 9 674.00 $ per annum for the second year of
         the term, a rent of 10 365.00 $ per annum for the third year of the
         term, a rent of 11 056.00 $ per annum for the fourth year of the term
         and a rent of 11 747.00 $ per annum for the fifth year of the term 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.

2.       A verbal lease between Teckn-O-Laser Global inc. and Teckn-O-Laser inc.
         for a premise located at 2101-N, boulevard Nobel, Sainte-Julie,
         province de Quebec, J3E 1Z8. There is no term to this lease and the
         rent represent 7.55$ per square foot for 70 728 square foot for a total
         rent of 534 000$ per annum. Teckn-O-Laser Global inc. is liable for the
         taxes, insurance and maintenance of the building, land and parking lot.

                                       81

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex_10-2.txt
<DESCRIPTION>SERIES I EXCHANGEABLE SHARES AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.2

                                  ADSERO CORP.

                                       and

                                    YAC CORP.

                                       and

                           3091732 NOVA SCOTIA COMPANY
                               AS "ADSERO CALLCO"

                                       and

                           3091503 NOVA SCOTIA COMPANY
                              AS "COMPANY" OR "TAC"

                                       and

                    THE PERSONS WHO HOLD EXCHANGEABLE SHARES
                               OF THE COMPANY AND
                  ARE IDENTIFIED AS "HOLDERS" ON THE SIGNATURE
                                   PAGE HEREOF
                                  AS "HOLDERS"



                          SERIES I EXCHANGEABLE SHARES



                     VOTING, EXCHANGE AND SUPPORT AGREEMENT

<PAGE>
                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION
                         ------------------------------
                                                                          Page #

Section 1.1       Definitions                                                  2
Section 1.2       Interpretation Not Affected by Headings, Etc.                4
Section 1.3       Number, Gender, Etc.                                         4
Section 1.4       Date for Any Action                                          4
Section 1.5       Currency                                                     4

                                    ARTICLE 2
                         SERIES A SPECIAL VOTING SHARES
                         ------------------------------

Section 2.1       Issuance and Ownership of the Series A
                  Special Voting Shares                                        4
Section 2.2       Series A Special Voting Shares Non-Transferable              5
Section 2.3       Series A Special Voting Shares Not to be Pledged             5

                                    ARTICLE 3
                            EXERCISE OF VOTING RIGHTS
                            -------------------------

Section 3.1       Voting Rights                                                5
Section 3.2       Number of Votes                                              5
Section 3.3       Copies of Shareholder Information                            6
Section 3.4       Other Materials                                              6
Section 3.5       Voting by the Holders, and Attendance of
                  Holders' Representatives, at Meeting                         6
Section 3.6       Surrender of Series A Special Voting Shares
                  for Cancellation                                             6
Section 3.7       Surrender of Series A Special Voting Share
                  Certificates                                                 6

                                    ARTICLE 4
                INSOLVENCY EXCHANGE RIGHT AND AUTOMATIC EXCHANGE
                ------------------------------------------------

Section 4.1       Grant and Ownership of the Insolvency Exchange Right         7
Section 4.2       Purchase Price                                               7
Section 4.3       Exercise Instructions                                        7
Section 4.4       Delivery of Exchangeable Share Consideration;
                  Effect of Exercise                                           8
Section 4.5       Exercise of Insolvency Exchange Right Subsequent
                  to Retraction                                                9
Section 4.6       Stamp or Other Transfer Taxes                                9
Section 4.7       Notice of Insolvency Event                                   9
Section 4.8       Automatic Exchange on Liquidation of Adsero                  9
Section 4.9       Call Rights                                                 11

                                    ARTICLE 5
                         CERTAIN RIGHTS OF ADSERO CALLCO
                         TO ACQUIRE EXCHANGEABLE SHARES
                         ------------------------------

Section 5.1               Adsero Callco Liquidation Call Right                11
Section 5.2               Adsero Callco Retraction Call Right                 12
Section 5.3               Withholding Rights                                  13
Section 5.4               Restrictions on Transfer                            14

                                        i
<PAGE>
                                    ARTICLE 6
                    REPRESENTATIONS, WARRANTIES AND COVENANTS
                  OF ADSERO, YAC, ADSERO CALLCO AND THE COMPANY
                  ---------------------------------------------
                                                                          Page #

Section 6.1       Covenants of Adsero Regarding Series I
                  Exchangeable Shares                                         14
Section 6.2       Notification of Certain Events                              15
Section 6.3       Delivery of Shares by Adsero                                16
Section 6.4       Delivery of Shares                                          16
Section 6.5       Economic Equivalence                                        16
Section 6.6       Ownership of Outstanding Shares; Voting                     18
Section 6.7       Adsero and Affiliates Not to Vote Exchangeable Shares       18
Section 6.8       Tender Offers, Etc.                                         18
Section 6.9       Representations and Warranties of Adsero, YAC,
                  Adsero Callco and the Company                               18
Section 6.10      Registration and Reservation of Adsero Common
                  Shares                                                      19
Section 6.11      Registration under the U.S. Securities Act of 1933          19
Section 6.12      Allocation of Expenses                                      19

                                    ARTICLE 7
                     AMENDMENTS AND SUPPLEMENTAL AGREEMENTS
                     --------------------------------------

Section 7.1       Amendments, Modifications, Etc.                             20
Section 7.2       Changes in Capital of Adsero and the Company                20

                                    ARTICLE 8
                                   TERMINATION
                                   -----------

Section 8.1       Term                                                        20

                                    ARTICLE 9
                                     GENERAL
                                     -------

Section 9.1       Severability                                                20
Section 9.2       Enurement                                                   21
Section 9.3       Notices to Parties                                          21
Section 9.4       Risk of Payments by Post                                    22
Section 9.5       Counterparts                                                22
Section 9.6       Jurisdiction                                                22
Section 9.7       Language                                                    23

                                     ADDENDA
                                     -------

Schedule "A" - Series I Exchangeable Share Provisions.
Schedule "B" - Rights, Privileges, Restrictions and Conditions Attached to the
               Series A Special Voting Shares.

                                       ii
<PAGE>
                          SERIES I EXCHANGEABLE SHARES

                     VOTING, EXCHANGE AND SUPPORT AGREEMENT

         THIS AGREEMENT is entered into as of January 2, 2005, by Adsero Corp.,
a corporation existing under the laws of the State of Delaware and doing
business as Adsero Corp. ("Adsero"), 3091732 Nova Scotia Company, an unlimited
company existing under the laws of the Province of Nova Scotia ("Adsero
Callco"), 3091503 Nova Scotia Company, an unlimited company existing under the
laws of the Province of Nova Scotia (the `Company"), YAC Corp. ("YAC") and the
persons who hold Series I Exchangeable Shares of the Company and are Identified
as the "Holders' on the signature page hereof (collectively, the "Holders").

         WHEREAS, pursuant to a Share Purchase Agreement dated as of January 2,
2005, by and among Adsero, the Company, Adsero Callco, YAC, Teckn-O-Laser
Company, Teckn-O-Laser Global Company, the Holders, and other security holders
of the Company named therein (the "Purchase Agreement"), the parties thereto
agreed that on the closing of the transactions contemplated under the Purchase
Agreement, the parties hereto would execute and deliver a Voting, Exchange and
Support Agreement containing the terms and conditions set forth as an Exhibit to
the Purchase Agreement;

         AND WHEREAS pursuant to the Purchase Agreement, the Company has issued
to the Holders certain exchangeable shares of the Company (the "Series I
Exchangeable Shares") having the rights, privileges, restrictions and conditions
set forth in Schedule "A" (collectively, the "Series I Exchangeable Share
Provisions");

         AND WHEREAS the parties desire to make appropriate provision and to
establish a procedure whereby voting rights in Adsero shall be exercisable by
the Holders, and in connection therewith, Adsero is to issue to the Holder of
each Series I Exchangeable Share one preference share in the capital of Adsero,
$0.0001 par value having the rights, privileges, restrictions and conditions set
forth in Schedule "B" attached thereto (collectively the "Series A Special
Voting Shares;

         AND WHEREAS Adsero Callco is to have the right, exercisable upon the
occurrence of certain events, to require the Holders to sell their Series I
Exchangeable Shares to Adsero Callco.

         NOW THEREFORE, in consideration of the respective covenants and
agreements provided in this agreement and for other good and valuable
consideration (including the payment of $1.00 and other valuable consideration
by the Holders to each of Adsero, YAC, Adsero Callco and the Company in
consideration of the right granted to the Holders herein) (the receipt and
sufficiency of which are hereby acknowledged), the parties agree as follows:

                                        1
<PAGE>
                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION
                         ------------------------------

SECTION 1.1       Definitions.

In this agreement, the following terms shall have the following meanings:

         "ACT" means the Companies Act (Nova Scotia), as amended, consolidated
         or reenacted from time to time.

         "ADSERO COMMON SHARES" means the shares of Common Stock, par value
         $0.001 per share, in the capital of Adsero.

         "ADSERO CONSENT" has the meaning provided in Section 3.2 hereof.

         "ADSERO LIQUIDATION PRICE" has the meaning provided in Section 4.8(b)
         hereof.

         "ADSERO MEETING" has the meaning provided in Section 3.2 hereof.

         "AFFILIATE" shall have the meaning ascribed thereto in the Canada
         Business Corporations Act, as amended, consolidated or re-enacted from
         time to time.

         "AUTOMATIC EXCHANGE RIGHTS" means the benefit of the obligation of
         Adsero Callco to effect the automatic exchange of Adsero Common Shares
         for Exchangeable Shares pursuant to Section 4.8 hereof.

         "BOARD OF DIRECTORS" means the board of directors of the Company;

         "BUSINESS DAY" has the meaning provided in the Series I Exchangeable
         Share Provisions.

         "CALL RIGHTS" means, collectively, the Liquidation Call Right and the
         Retraction Call Right; and "Call Right" shall mean any one of such Call
         Rights.

         "CANADIAN DOLLAR EQUIVALENT" has the meaning provided in the Series I
         Exchangeable Share Provisions.

         "EFFECTIVE DATE" has the meaning provided in the Series I Exchangeable
         Share Provisions.

         "HOLDER(S)" means a Holder who exercises any of the rights provided
         hereunder, as the context requires.

         "HOLDER VOTES" has the meaning provided in Section 3.2 hereto.

         "INSIDER" means (i) an officer or director of Adsero or of a subsidiary
         thereof, (ii) a person beneficially owing ten percent (10%) or more of
         the issued and outstanding voting securities of Adsero or (iii) a
         person that directly or indirectly through one or more intermediaries,
         controls or is controlled by, or is under common control with Adsero.

                                        2
<PAGE>

         "INSOLVENCY EVENT" means the institution by the Company of any
         proceeding to be adjudicated a bankrupt or insolvent or to be dissolved
         or wound-up, or the consent of the Company to the institution of
         bankruptcy, insolvency, dissolution or winding-up proceedings against
         it, or the filing of a petition, answer or consent seeking dissolution
         or winding-up under any bankruptcy, insolvency or analogous laws,
         including without limitation the Companies Creditors' Arrangement Act
         (Canada) and the Bankruptcy and Insolvency Act (Canada), and the
         failure by the Company to contest in good faith any such proceedings
         commenced in respect of the Company within 15 days of becoming aware
         thereof, or the consent by the Company to the filing of any such
         petition or to the appointment of a receiver, or the making by the
         Company of a general assignment for the benefit of creditors, or the
         admission in writing by the Company of its inability to pay its debts
         generally as they become due or the failure by the Company to declare
         and pay any dividends as set forth under Article 3 of the Series I
         Exchangeable Share Provisions, or the Company not being permitted,
         pursuant to liquidity or solvency requirements of applicable law, to
         declare any dividend or to redeem any Retracted Shares pursuant to
         Section 6.5 of the Series I Exchangeable Share Provisions.

         "INSOLVENCY EXCHANGE RIGHT" has the meaning provided in Section 4.1(a)
         hereof.

         "LIQUIDATION CALL RIGHT" has the meaning provided in Section 5.1(1)
         hereof.

         "LIQUIDATION EVENT" has the meaning provided in Section 4.8(a) hereof.

         "LIQUIDATION EVENT EFFECTIVE TIME" has the meaning provided in Section
         4.8(b) hereof.

         "LOCK UP AGREEMENT" means a certain agreement between Adsero and the
         Holders concerning restrictions on the sale or transfer of the Series I
         Exchangeable Shares.

         "OFFICER'S CERTIFICATE" means, with respect to Adsero or the Company, a
         certificate signed on behalf of such entity by any one of the Chairman
         of the Board, the Vice-Chairman of the Board, the Chief Executive
         Officer, the President, the Chief Financial Officer or any Executive
         Vice-President, Senior Vice-President or Vice-President (or the
         officers with equivalent responsibilities) of Adsero or the Company.

         "PERSON" includes an individual, body corporate, partnership, company,
         unincorporated syndicate or organization, trust, trustee, executor,
         administrator and other legal representative.

         "RETRACTED SHARES" has the meaning provided in Section 4.5 and Section
         5.2 hereof, as the context requires.

         "RETRACTION CALL PURCHASE PRICE" has the meaning provided in Section
         5.2(1) hereof.

         "RETRACTION CALL RIGHT" has the meaning provided in Section 5.2(1)
         hereof.

         "RETRACTION DATE" has the meaning provided in the Series I Exchangeable
         Share Provisions.

                                        3
<PAGE>

         "RETRACTION REQUEST" has the meaning provided in the Series I
         Exchangeable Share Provisions.

         "SERIES I EXCHANGEABLE SHARE CONSIDERATION" has the meaning provided in
         the Series I Exchangeable Share Provisions.

         "SERIES I EXCHANGEABLE SHARE PROVISIONS" are as described in Schedule
         "A" hereto.

         "SERIES I EXCHANGEABLE SHARES" has the meaning provided in the Series I
         Exchangeable Share Provisions.

         "SERIES A SPECIAL VOTING SHARES" has the meaning provided in Schedule B
         hereto.

         "SUBSIDIARY" has the meaning provided in the Series I Exchangeable
         Share Provisions.

         "VOTING RIGHTS" means the voting rights attached to the Series A
         Special Voting Shares as set forth in Schedule "B" hereto.

SECTION 1.2       Interpretation Not Affected by Headings, Etc.

         The division of this agreement into articles, Sections and paragraphs
and the insertion of headings are for convenience of reference only and shall
not affect the construction or interpretation of this agreement.

SECTION 1.3       Number, Gender, Etc.

         Words importing the singular number only shall include the plural and
vice versa. Words importing the use of any gender shall include all genders.

SECTION 1.4       Date for Any Action.

         If any date on which any action is required to be taken under this
agreement is not a Business Day, such action shall be required to be taken on
the next succeeding Business Day.

SECTION 1.5       Currency

         All amounts in this agreement and its Schedule "A" (but excluding
Schedule "B") are in Canadian currency, while all amounts in Schedule "B" are in
US currency.


                                    ARTICLE 2
                         SERIES A SPECIAL VOTING SHARES
                         ------------------------------

SECTION 2.1       Issuance and Ownership of the Series A Special Voting Shares.

         Concomitantly with the issuance of each Series I Exchangeable Share by
the Company, Adsero will issue to each Holder one Series A Special Voting Share
to be hereafter held of record by each Holder. Adsero hereby acknowledges
receipt from each Holder of $1.00 and

                                        4
<PAGE>

other good and valuable consideration (and the adequacy thereof) for the
issuance of any number of Series A Special Voting Shares by Adsero to each
Holder.

SECTION 2.2       Series A Special Voting Shares Non-Transferable.

         The Holders shall not sell, transfer or otherwise dispose of the Series
A Special Voting Shares, provided, however that upon any sale, exchange or other
disposition of Series I Exchangeable Shares by a Holder permitted pursuant to
Section 5.4 hereof, the Holder shall transfer an equivalent number of Series A
Special Voting Shares to Adsero for cancellation.

SECTION 2.3       Series A Special Voting Shares Not to be  Pledged.

         The Holders shall not pledge, charge, hypothecate, grant a security
interest in, otherwise encumber or create any lien or adverse claim in respect
of the Series A Special Voting Shares.


                                    ARTICLE 3
                            EXERCISE OF VOTING RIGHTS
                            -------------------------

SECTION 3.1       Voting Rights.

         The Holders, as the holders of record of the Series A Special Voting
Shares, shall be entitled to all of the Voting Rights, including the right to
consent to or to vote, in person or by proxy, the Series A Special Voting
Shares, on any matter, question or proposition whatsoever that may properly come
before the shareholders of Adsero at an Adsero Meeting or in connection with an
Adsero Consent. Except for the Voting Rights, the Holders shall not be entitled
to any other voting rights, entitlements or privileges in their capacity as the
holders of the Series A Special Voting Shares.

SECTION 3.2       Number of Votes.

         With respect to all meetings of shareholders of Adsero at which holders
of Adsero Common Shares are entitled to vote (an "Adsero Meeting") and with
respect to all written consents sought by Adsero including the holders of Adsero
Common Shares (an "Adsero Consent"), each Holder shall be entitled to cast and
exercise a number of votes equal to the number of Series A Special Voting Shares
owned of record by such Holder on the record date established by Adsero or by
applicable law for such Adsero Meeting or Adsero Consent, as the case may be,
(the "Holder Votes') in respect of each matter, question or proposition to be
voted on at such Adsero Meeting or to be consented to in connection with such
Adsero Consent.

         For the purpose of determining the Holder Votes to which each Holder is
entitled in respect of any such Adsero Meeting or Adsero Consent, the number of
Series A Special Voting Shares owned of record by such Holder shall be
determined at the close of business on the record date established by Adsero or
by applicable law for purposes of determining shareholders entitled to vote at
such Adsero Meeting or to give written consent in connection with such Adsero
Consent. With respect to each Adsero Meeting and Adsero Consent, Adsero shall
mail or cause to be mailed (or otherwise communicate in the same manner as
Adsero uses in communications to holders of Adsero Common Shares) to the Holders
on the same day as the initial mailing or notice (or other communication) with
respect thereto is given by Adsero

                                        5
<PAGE>

to holders of Adsero Common Shares, a copy of such notice, together with any
proxy or information statement and related materials provided to holders of
Adsero Common Shares.

SECTION 3.3       Copies of Shareholder Information.

         Adsero shall mail or cause to be mailed (or otherwise communicate in
the same manner as Adsero uses in communications to holders of Adsero Common
Shares) to the Holders copies of all proxy materials (including notices of
Adsero Meetings), information statements, reports (including without limitation
all interim and annual financial statements) and other written communications
that are distributed from time to time to holders of Adsero Common Shares at the
same time as such materials are first sent to holders of Adsero Common Shares.

SECTION 3.4       Other Materials.

         Immediately after receipt by Adsero of any material sent or given
generally to the holders of Adsero Common Shares by or on behalf of a third
party, including without limitation dissident proxy and information circulars
(and related information and material) and tender and exchange offer circulars
(and related information and material), Adsero shall obtain and deliver to the
Holders copies thereof as soon as possible thereafter.

SECTION 3.5       Voting by the Holders, and Attendance of Holders'
                  Representatives at Meeting.

Adsero warrants and represents that provisions substantially similar to the
provisions included in subparagraph (a) and (b) below are included in its
by-laws or other binding internal documents:

(a)      In connection with each Adsero Meeting and Adsero Consent, each Holder
         may exercise, either in person or by proxy, the Holder Votes as to
         which such Holder is entitled to vote.

(b)      At any Adsero Meeting, a representative of each Holder shall have the
         same rights as any holder of Adsero Common Shares to speak at the
         meeting in respect of any matter, question or proposition, to vote by
         way of ballot at the meeting in respect of any matter, question or
         proposition and to vote at such meeting by way of a show of hands in
         respect of any matter, question or proposition.

SECTION 3.6       Surrender of Series A Special Voting Shares for Cancellation

         Upon receipt of the Series I Exchangeable Share Consideration by a
Holder of a Series I Exchangeable Share for any reason, such Holder shall
immediately surrender for cancellation, to Adsero, a number of Series A Special
Voting Shares equal to the number of Series I Exchangeable Shares then
transferred or cancelled.

SECTION 3.7       Surrender of Series A Special Voting Share Certificate.

         Contemporaneously with the completion of any transaction pursuant to
which any Series I Exchangeable Share held by a Holder at such time is
retracted, redeemed, purchased or exchanged, such Holder shall surrender to
Adsero, for cancellation, the certificate representing the Series A Special
Voting Shares held by such Holder being surrendered pursuant to Section 3.6
above. If only a part of the Series A Special Voting Shares represented by any
certificate surrendered to Adsero are to be cancelled by Adsero hereunder, a new
certificate for the

                                        6
<PAGE>

balance of such Series A Special Voting Shares shall be issued by Adsero and
delivered to the Holder at the expense of Adsero.


                                    ARTICLE 4
                INSOLVENCY EXCHANGE RIGHT AND AUTOMATIC EXCHANGE
                ------------------------------------------------

SECTION 4.1       Grant and Ownership of the Insolvency Exchange Right.

         Subject to the last sentence of this Section 4.1, Adsero Callco hereby
grants to each Holder:

(a) the right (the "Insolvency Exchange Right"), upon the occurrence and during
the continuance of an Insolvency Event, to require Adsero Callco to purchase
from the Holder all or any part of the Series I Exchangeable Shares held by the
Holder. The Insolvency Exchange Right may only be exercised by a Holder if the
Insolvency Event relates to the Company; and

(b) the Automatic Exchange Right,

all in accordance with the provisions of this agreement and the Series I
Exchangeable Share Provisions, as the case may be.

SECTION 4.2       Purchase Price.

         The purchase price payable by Adsero Callco for each Series I
Exchangeable Share to be purchased by Adsero Callco under the Insolvency
Exchange Right shall be an amount equal to the applicable Series I Exchangeable
Share Consideration on the last Business Day prior to the day of closing of the
purchase and sale of such Series I Exchangeable Share under the Insolvency
Exchange Right. In connection with each exercise of the Insolvency Exchange
Right, Adsero will provide to the Holder an Officer's Certificate setting forth
the calculation of the applicable Series I Exchangeable Share Consideration. The
applicable Series I Exchangeable Share Consideration for each such Series I
Exchangeable Share so purchased shall be satisfied by the delivery by Adsero
Callco, to the Holder exercising the Insolvency Exchange Right, of the
applicable Series I Exchangeable Share Consideration [less any amounts properly
withheld pursuant to Section 5.3 hereof, if any].

SECTION 4.3       Exercise Instructions.

(1) Subject to the terms and conditions set forth in Section 4.1 and the other
terms and conditions set forth herein, each Holder shall be entitled, upon the
occurrence and during the continuance of an Insolvency Event, to exercise the
Insolvency Exchange Right with respect to all or any part of the Series I
Exchangeable Shares registered in the name of the Holder on the books of the
Company. To cause the exercise of the Insolvency Exchange Right, the Holder
shall deliver to Adsero Callco, in person or by certified or registered mail, at
its head office or at such other places as Adsero Callco may from time to time
designate by written notice to the Holder, with a copy to the Company, at its
principal executive office, the certificates representing the Series I
Exchangeable Shares which the Holder desires Adsero Callco to purchase duly
endorsed for transfer to Adsero Callco, and accompanied by such other documents
and instruments as may be required to effect a transfer of Series I Exchangeable
Shares under the Act and the constating documents of the Company, together with:

                                        7
<PAGE>

         (a) a duly completed form of notice of exercise of the Insolvency
Exchange Right, contained on the reverse of or attached to the Series I
Exchangeable Share certificates, stating:

                  (i) that the Holder is exercising the Insolvency Exchange
                  Right so as to require Adsero Callco to purchase from the
                  Holder the number of Series I Exchangeable Shares specified
                  therein;

                  (ii) that the Holder has good title to and owns all such
                  Series I Exchangeable Shares to be acquired by Adsero Callco
                  free and clear of all liens, hypothecs, pledges, encumbrances,
                  security interests, options, restrictions, proxies and.
                  adverse claims except as set forth herein and in the Series I
                  Exchangeable Share Provisions; and

                  (iii) the address of the Persons to whom the Series I
                  Exchangeable Share Consideration should be delivered; and

         (b) payment (or evidence satisfactory to the Company and Adsero Callco
of payment) of the taxes (if any) payable as contemplated by Section 4.6 hereof.

(2) If only a part of the Series I Exchangeable Shares represented by any
certificate delivered to Adsero Callco is to be purchased by Adsero Callco under
the Insolvency Exchange Right, a new certificate for the balance of such Series
I Exchangeable Shares shall be issued to the Holder at the expense of the
Company.

SECTION 4.4       Delivery of Exchangeable Share Consideration;
                  Effect of Exercise.

         Promptly after receipt of the certificates representing the Series I
Exchangeable Shares which the Holder desires Adsero Callco to purchase under the
Insolvency Exchange Right (together with such documents and instruments of
transfer and a duly completed form of notice of exercise of the Insolvency
Exchange Right), duly endorsed for transfer to Adsero Callco, which notice to
Adsero Callco and the Company shall constitute exercise of the Insolvency
Exchange Right by the Holder, Adsero Callco shall promptly thereafter transfer
to the Holder the Series I Exchangeable Share Consideration deliverable in
connection with the exercise of the Insolvency Exchange Right less any amounts
properly withheld pursuant to Section 5.3 hereof; provided, however, that no
such delivery shall be made unless and until the Holder shall have paid (or
provided evidence satisfactory to the Company and Adsero Callco of the payment
of) the taxes (if any) payable as contemplated by Section 4.6 hereof.
Immediately upon the giving of notice by the Holder to Adsero Callco and the
Company of the exercise of the Insolvency Exchange Right, as provided in this
Section 4.4, the Holder shall be deemed to have transferred to Adsero Callco all
of its right, title and interest in and to such Series I Exchangeable Shares,
shall cease to be a holder of such Series I Exchangeable Shares and shall not be
entitled to exercise any of the rights of a holder in respect thereof, other
than the right to receive the purchase price therefor unless the Series I
Exchangeable Share Consideration is not delivered by Adsero Callco to the Holder
by the date specified, in which case the rights of the Holder shall remain
unaffected until such Series I Exchangeable Share Consideration is delivered by
Adsero Callco and any cheque included therein is paid. Notwithstanding the
foregoing, until the Series I Exchangeable Share Consideration is delivered to
the Holder, the Holder shall be deemed to be a holder of the sold Series I
Exchangeable Shares for purposes of any right with respect thereto under this
agreement. For greater certainty, Section 3.6 applies herewith.

                                        8
<PAGE>


SECTION 4.5       Exercise of Insolvency Exchange Right Subsequent
                  to Retraction.

         In the event that a Holder has exercised its right under Article 6 of
the Series I Exchangeable Share Provisions to require the Company to redeem any
or all of the Series I Exchangeable Shares held by the Holder (such number of
Series I Exchangeable Shares so required to be redeemed being hereinafter
collectively referred to as the "Retracted Shares") and is notified by the
Company pursuant to Section 6.5 of the Series I Exchangeable Share Provisions
that the Company will not be permitted as a result of liquidity or solvency
requirements or other provisions of applicable law to redeem all such Retracted
Shares, subject to receipt by such Holder of written notice to that effect from
the Company and provided that the Retraction Call Right with respect to the
Retracted Shares shall not have been exercised, the Retraction Request will
constitute, and will be deemed to constitute, notice from such Holder to Adsero
Callco that such Holder is exercising the Insolvency Exchange Right with respect
to those Retracted Shares which the Company is not permitted by applicable law
to redeem. In any such event, the Company hereby agrees with such Holder
immediately to notify such Holder of such prohibition against the Company
redeeming all of the Retracted Shares and immediately to forward or cause to be
forwarded to Adsero Callco all relevant materials delivered by such Holder to
the Company (including without limitation a copy of the Retraction Request
delivered pursuant to Section 6.1 of the Series I Exchangeable Share Provisions)
in connection with such proposed redemption of the Retracted Shares, and Adsero
Callco will thereupon purchase such shares in accordance with the provisions of
this Article 4.

SECTION 4.6       Stamp or Other Transfer Taxes.

         Upon any sale of Series I Exchangeable Shares to Adsero Callco pursuant
to the Insolvency Exchange Right or the Automatic Exchange Rights, the share
certificate representing Adsero Common Shares to be delivered in connection with
the payment of the total purchase price therefor shall be issued in the name of
the Holder without charge to the Holder, provided, however, that the Holder:

         (a) shall pay (and none of Adsero Callco or the Company shall be
         required to pay) any documentary, stamp, transfer or other similar
         taxes that may be payable in respect of any such transfer; or

         (b) shall have established to the satisfaction of the Adsero Callco and
         the Company acting reasonably that such taxes, if any, have been paid.

SECTION 4.7       Notice of Insolvency Event.

         Promptly following the occurrence of an Insolvency Event, or any event
which with the giving of notice or the passage of time or both would be an
Insolvency Event, Adsero and the Company shall give written notice thereof to
the Holders.

SECTION 4.8       Automatic Exchange on Liquidation of Adsero.

         (a) Adsero will give the Holders written notice of each of the
         following events (each, a "Liquidation Event") at the time set forth
         below:

                  (i)      in the event of any determination by the board of
                           directors of Adsero to institute voluntary
                           liquidation, dissolution or winding-up proceedings
                           with

                                        9
<PAGE>

                           respect to Adsero or to effect any other distribution
                           of assets of Adsero among its stockholders for the
                           purpose of winding up its affairs at least ten days
                           prior to the proposed effective date of such
                           liquidation, dissolution, winding-up or other
                           distribution;

                  (ii)     the sale of all or substantially all of the assets of
                           Adsero; and

                  (iii)    immediately, upon the earlier of:

                           (A) receipt by Adsero of notice of; and

                           (B) Adsero otherwise becoming aware of,

                  any instituted claim, suit, petition or other proceedings with
                  respect to the involuntary liquidation, dissolution or
                  winding-up of Adsero or to effect any other distribution of
                  assets of Adsero among its stockholders for the purpose of
                  winding up its affairs, provided, however, that such shall
                  only be a Liquidation Event if Adsero has failed to contest in
                  good faith any such proceeding commenced in respect of Adsero
                  within 30 days of becoming aware thereof.

         (b) In order that the Holders will be able to participate on a pro rata
         basis with the holders of Adsero Common Shares in the distribution of
         assets of Adsero in connection with a Liquidation Event, immediately
         prior to the effective time (the `Liquidation Event Effective Time") of
         a Liquidation Event, all of the then outstanding Series I Exchangeable
         Shares shall be automatically exchanged for Adsero Common Shares as
         contemplated in the definition of Series I Exchangeable Share
         Consideration and shall also be entitled to the remaining Series I
         Exchangeable Share Consideration, if any. To effect such automatic
         exchange, Adsero Callco shall be deemed to have purchased each Series I
         Exchangeable Share outstanding immediately prior to the Liquidation
         Event Effective Time held by the Holders, and the Holders shall be
         deemed to have sold the Series I Exchangeable Shares held by them at
         such time, for a purchase price per share equal to the Series I
         Exchangeable Share Consideration applicable at the Liquidation Event
         Effective Time (the "Adsero Liquidation Price"). Moreover, the Holder
         shall be deemed immediately to be Holder of a number of Adsero Common
         Shares to be delivered as part of the Series I Exchangeable Share
         Consideration and to be entitled to exercise all rights related
         thereto. Adsero further acknowledges that if a certificate representing
         the Adsero Common Shares issued to a Holder pursuant to Article 4 is
         not promptly delivered to such Holder as contemplated herein, then such
         Holder shall be entitled to pursue any remedy under this Agreement, the
         Adsero Common Shares or the applicable law as if such share certificate
         had been duly issued and delivered to such Holder and registered in the
         records of Adsero. In connection with such automatic exchange, Adsero
         will provide to the Holders an Officer's Certificate setting forth the
         calculation of the Adsero Liquidation Price.

         (c) Immediately prior to the Liquidation Event Effective Time, the
         Holders shall be deemed to have transferred to Adsero Callco all of
         their right, title and interest in and to such Series I Exchangeable
         Shares and shall cease to be holders of such Series I Exchangeable
         Shares, and Adsero Callco shall transfer and deliver to the Holders the
         Series I Exchangeable Share Consideration representing the Holders'
         total Adsero Liquidation Price less any amounts properly withheld
         pursuant to Section 5.3 hereof.

                                       10
<PAGE>

         Upon the surrender by a Holder of certificates representing the
         transferred Series I Exchangeable Shares, duly endorsed for transfer to
         Adsero Callco and accompanied by such instruments of transfer as Adsero
         Callco may reasonably require, Adsero Callco shall deliver or cause to
         be delivered to the Holder certificates representing the Adsero Common
         Shares of which such Holder is the holder. Notwithstanding the
         foregoing, until such Holder is actually entered on the register of
         holders of Adsero Common Shares, such Holder shall be deemed to still
         be a holder of the transferred Series I Exchangeable Shares for
         purposes of all rights with respect thereto under this agreement

SECTION 4.9       Call Rights.

         The Holders and the Company hereby acknowledge the Call Rights in
favour of Adsero Callco and further agree that the Call Rights (i) are granted
to Adsero Callco by the Holders in partial consideration of the obligations of
Adsero under the Purchase Agreement; and (ii) may be assigned at any time and
from time to time by Adsero Callco in whole or in part upon written notice to
the Holders provided that:

                  (x)      such assignee acknowledges in writing the Series I
                           Exchangeable Share Provisions and agrees to be bound
                           by the terms of this agreement; and

                  (y)      notwithstanding such assignment, Adsero Callco shall
                           remain solidarily (jointly and severally) liable with
                           such assignee in respect of the obligations of such
                           assignee in connection with the exercise of any of
                           the Call Rights.


                                    ARTICLE 5
         CERTAIN RIGHTS OF ADSERO CALLCO TO ACQUIRE EXCHANGEABLE SHARES
         --------------------------------------------------------------

SECTION 5.1       Adsero Callco Liquidation Call Right.

(1) Adsero Callco shall have the overriding right (the "Liquidation Call
Right"), in the event of the proposed liquidation, dissolution or winding-up of
the Company pursuant to Article 5 of the Series I Exchangeable Share Provisions,
to purchase from the Holders who hold the Series I Exchangeable Shares in the
Company on the Liquidation Date (as defined therein) all but not less than all
of the Series I Exchangeable Shares held by the Holders on payment by Adsero
Callco of an amount per share (the "Liquidation Call Purchase Price') equal to
the Series I Exchangeable Share Consideration applicable on the last Business
Day prior to the Liquidation Date, which shall be satisfied in full by Adsero
Callco delivering or causing to be delivered to the Holders the Series I
Exchangeable Share Consideration representing the Holders' total Liquidation
Call Purchase Price less any amounts withheld pursuant to Section 5.3 hereof. In
the event of the exercise of the Liquidation Call Right by Adsero Callco as
aforesaid, each Holder shall be obligated to sell all of the Series I
Exchangeable Shares held by the Holder to Adsero Callco on the Liquidation Date
on payment by Adsero Callco to the Holder of the Liquidation Call Purchase Price
for each such share, and provided Adsero Callco completes such purchase, the
Company shall have no obligation to redeem such shares so purchased by Adsero
Callco.

                                       11
<PAGE>

(2) To exercise the Liquidation Call Right, Adsero Callco must notify the
Company and the Holders of Adsero Callco's intention to exercise such right at
least 30 days before the Liquidation Date in the case of a voluntary
liquidation, dissolution or winding-up of the Company and at least five Business
Days before the Liquidation Date in the case of an involuntary liquidation,
dissolution or winding-up of the Company. The Company will notify the Holders as
to whether or not Adsero Callco has exercised the Liquidation Call Right
forthwith after the expiry of the period during which the same may be exercised
by Adsero Callco. If Adsero Callco exercises the Liquidation Call Right, then on
the Liquidation Date Adsero Callco will purchase and each Holder will sell all
of the Series I Exchangeable Shares then held by the Holder for a price per
share equal to the Liquidation Call Purchase Price, which price shall be
satisfied in the manner set forth in Section 5.1(1) hereof.

(3) For the purposes of completing the purchase of the Series I Exchangeable
Shares pursuant to the Liquidation Call Right, Adsero Callco shall deliver to
each Holder, on or before the Liquidation Date, the Series I Exchangeable Share
Consideration in payment of the total Liquidation Call Purchase Price (less any
amounts properly withheld pursuant to Section 5.4 hereof) upon presentation and
surrender by the Holders of certificates representing the Series I Exchangeable
Shares held by the Holder, together with such other documents and instruments as
may be required to effect a transfer of Series I Exchangeable Shares under the
Act and the constating documents of the Company and such additional documents
and instruments as Adsero Callco may reasonably require. If Adsero Callco does
not exercise the Liquidation Call Right in the manner described above, then on
the Liquidation Date the Holders will be entitled to receive in exchange
therefor the liquidation price otherwise payable by the Company, in connection
with the liquidation, dissolution or winding-up of the Company pursuant to
Article 5 of the Series I Exchangeable Share Provisions.

SECTION 5.2       Adsero Callco Retraction Call Right.

(1) Adsero Callco shall have the overriding right (the "Retraction Call Right"),
notwithstanding the proposed retraction of any Series I Exchangeable Shares by a
Holder pursuant to Article 6 of the Series I Exchangeable Share Provisions, to
purchase from such Holder on such Retraction Date a number of Series I
Exchangeable Shares that such Holder has requested to be redeemed by the Company
(the "Retracted Shares") held by such Holder on payment by Adsero Callco to such
Holder of an amount per Retracted Share (the "Retraction Call Purchase Price")
equal to the Series I Exchangeable Share Consideration applicable on the last
Business Day prior to the Retraction Date, which shall be satisfied in full by
Adsero Callco delivering or causing to be delivered to such Holder, the Series I
Exchangeable Share Consideration, less any amounts properly withheld pursuant to
Section 5.3 hereof. In the event of the exercise of the Retraction Call Right by
Adsero Callco, such Holder shall be obligated to sell all of the Retracted
Shares held by such Holder to Adsero Callco on the Retraction Date on payment by
Adsero Callco to such Holder of the Retraction Call Purchase Price for each such
share, less any amounts withheld pursuant to Section 5.3 hereof, and the Company
shall have no obligation to redeem such shares so purchased by Adsero Callco.

(2) Upon receipt by the Company of a Retraction Request, the Company shall
immediately notify Adsero Callco thereof. To exercise the Retraction Call Right,
Adsero Callco must notify the Company and the Holders of Adsero Callco's
intention to exercise such right within ten days of such notification to Adsero
Callco by the Company of receipt of the Retraction Request. The Company will
notify such Holders as to whether or not Adsero Callco has exercised the
Retraction Call Right forthwith after the expiry of the period during which the
same may be

                                       12
<PAGE>

exercised by Adsero Callco. If Adsero Callco exercises the Retraction Call
Right, and provided that the Retraction Request is not revoked by the Holder in
the manner specified in Section 6.6 of the Series I Exchangeable Share
Provisions, the Retraction Request shall thereupon be considered only to be an
offer by the Holder to sell such Retracted Shares to Adsero Callco in accordance
with the Retraction Call Right, and on the Retraction Date Adsero Callco will
purchase and each Holder will sell such Retracted Shares for a price per share
equal to the Retraction Call Purchase Price which price shall be satisfied in
the manner set forth in Section 5.2(1) hereof.

(3) For the purposes of completing the purchase of the Retracted Shares pursuant
to the Retraction Call Right, Adsero Callco shall deliver to each Holder, on or
before the Retraction Date, the Series I Exchangeable Share Consideration in
payment of the total Retraction Call Purchase Price (less any amounts withheld
pursuant to Section 5.3 hereof) upon presentation and surrender by the Holders
of certificates representing such Retracted Shares, together with such other
documents and instruments as may be required to effect a transfer of Retracted
Shares under the Act and the constating documents of the Company. If Adsero
Callco does not exercise the Retraction Call Right in the manner described
above, then on the Retraction Date such Holder will be entitled to receive in
exchange therefor the Retraction Call Purchase Price otherwise payable by the
Company in connection with the retraction of the Retracted Shares pursuant to
Article 6 of the Series I Exchangeable Share Provisions.

SECTION 5.3       Withholding Rights.

         The Company, Adsero Callco and Adsero, as the case may be, shall be
entitled to deduct and withhold from any dividend or consideration otherwise
payable to any Holder such amounts as the Company, Adsero Callco or Adsero, as
the case may be, is required to deduct and withhold with respect to such payment
under the Income Tax Act (Canada), the United States Internal Revenue Code or
any provision of provincial, state, local or foreign tax law, in each case, as
amended. To the extent that amounts are so withheld, such withheld amounts shall
be treated for all purposes hereof as having been paid to such Holder of the
Series I Exchangeable Shares in respect of which such deduction and withholding
was made, provided that such withheld amounts are actually remitted to the
appropriate taxing authority. To the extent that such amount so required to be
deducted or withheld from any payment to a Holder exceeds the cash portion of
the consideration otherwise payable to the Holder, the Company, Adsero and
Adsero Callco, as the case may be, shall promptly notify the Holder and unless
such Holder remits the difference in cash to the Company, Adsero or Adsero
Callco, as the case may be, before the tax amount is required to be remitted to
the taxing authority, then the Company, Adsero and Adsero Callco, as the case
may be, may sell or otherwise dispose of such portion of the consideration
(including, without limitation, any of the Adsero Common Shares) as is necessary
to provide sufficient funds to the Company, Adsero and Adsero Callco, as the
case may be, to enable it to comply with such deduction or withholding
requirement and the Company, Adsero and Adsero Callco, as the case may be, shall
notify such Holder and remit any unapplied balance of the net proceeds of such
sale.

         In order to assist the Company, Adsero and Adsero Callco, as the case
may be, in complying with any such deduction and withholding requirement, the
Holder shall, to the extent applicable, deliver to the Company, Adsero or Adsero
Callco, as the case may be, (i) if such Holder is an individual, trust or
corporation, a declaration sworn by the individual, a trustee or a director, as
the case may be, before a notary or commissioner for oaths to the effect that
such Holder, is not and will not be, on the date of payment, a non-resident of
Canada for the

                                       13
<PAGE>

purposes of the Income Tax Act (Canada) or (ii) if such Holder is a partnership,
a declaration sworn by a general partner before a notary or commissioner for
oaths to the effect that such Holder is a Canadian partnership, as defined in
the Income Tax Act (Canada).

SECTION 5.4       Restrictions on Transfer

         No Holder shall Transfer any Series I Exchangeable Shares (or any other
securities of the Company received on account of the Holder's ownership of
Series I Exchangeable Shares) unless such Transfer is (i) a Transfer of Series I
Exchangeable Shares by such Holder for the Series I Exchangeable Share
Consideration pursuant to the terms of this agreement or the Series I
Exchangeable Share Provisions or (ii) is a Transfer approved by the Board of
Directors, which approval may be withheld for any reason. As used above, the
term "Transfer" includes the making of any sale, exchange, assignment,
hypothecation, gift, security interest, pledge or other encumbrance, or any
contract therefor, any voting trust or other agreement or arrangement with
respect to the transfer of voting rights or any other beneficial interest in
such securities, the creation of any other claim thereto or any other transfer
or disposition whatsoever, whether voluntary or involuntary, affecting the
right, title, interest or possession in or to such securities.


                                    ARTICLE 6
                    REPRESENTATIONS, WARRANTIES AND COVENANTS
                  OF ADSERO, YAC, ADSERO CALLCO AND THE COMPANY
                  ---------------------------------------------

SECTION 6.1       Covenants of Adsero Regarding Series I Exchangeable Shares.

         So long as any Series I Exchangeable Shares are outstanding, Adsero
will and will, in the case of Section 6.1(c), (d), (e), (f) and (g) cause its
Subsidiaries to:

         (a) not declare or pay any dividend on the Adsero Common Shares unless
         (i) the Company shall declare or pay, as the case may be, an equivalent
         dividend (as provided for in the Series I Exchangeable Share
         Provisions) on the Series I Exchangeable Shares and (ii) the Company
         shall have sufficient money or other assets or authorized but unissued
         securities available to enable the due declaration and the due and
         punctual payment, in accordance with applicable law, of any such
         dividend on the Series I Exchangeable Shares;

         (b) advise each of the Company and the Holders sufficiently in advance
         of the declaration by Adsero of any dividend on Adsero Common Shares
         and take all such other actions as are reasonably necessary, in
         co-operation with the Company to ensure that the respective declaration
         date, record date and payment date for a dividend on the Series I
         Exchangeable Shares shall, subject to applicable law, be the same as
         the declaration date, record date and payment date for the
         corresponding dividend on the Adsero Common Shares;

         (c) not permit the Company to issue any further Series I Exchangeable
         Shares, or any other shares of the Company having an attribute which
         permits the holders thereof to exchange or convert into shares of
         Adsero or any Affiliate of Adsero;

                                       14
<PAGE>

         (d) enable, cause and permit the Company, in accordance with and
         subject to applicable law, to pay and otherwise perform its obligations
         with respect to the satisfaction of the Series I Exchangeable Share
         Consideration representing the Liquidation Amount in respect of each
         issued and outstanding Series I Exchangeable Share upon the
         liquidation, dissolution or winding-up of the Company or any other
         distribution of the assets of the Company for the purpose of winding up
         its affairs, including without limitation all such actions and all such
         things as are reasonably necessary or, in Adsero's judgment's
         desirable, to enable and permit the Company to cause to be delivered
         Adsero Common Shares to the Holders in accordance with the provisions
         of Article 5 of the Series I Exchangeable Share Provisions;

         (e) enable, cause and permit the Company in accordance with and subject
         to applicable law, to pay and otherwise perform its obligations with
         respect to the satisfaction of the Series I Exchangeable Share
         Consideration representing the Retraction Price, as defined in the
         Series I Exchangeable Share Provisions including, without limitation to
         enable and permit the Company to cause to be delivered Adsero Common
         Shares to the Holders upon the retraction of the Series I Exchangeable
         Shares in accordance with the provisions of Article 6 of the Series I
         Exchangeable Share Provisions;

         (f) enable and permit Adsero Callco and any assignee of Adsero Callco,
         in accordance with applicable law, to perform its obligations arising
         upon the exercise by it of any Call Right, including without limitation
         to enable and permit Adsero Callco to cause to be delivered Adsero
         Common Shares to the Holders in accordance with the provisions of any
         Call Right as the case may be; and

         (g) not consent to nor exercise its vote as a member of the Company to
         initiate or permit the voluntary liquidation, dissolution or winding-up
         of the Company nor take any action or omit to take any action that is
         designed to result in the liquidation, dissolution or winding-up of the
         Company.

SECTION 6.2       Notification of Certain Events.

         In order to assist Adsero and Adsero Callco to comply with their
respective rights and obligations hereunder, the Company will give each of
Adsero, Adsero Callco and, as the case may be, the Holders notice of each of the
following events at the time set forth below:

         (a) any determination by the Board of Directors to institute voluntary
         liquidation, dissolution or winding-up proceedings with respect to the
         Company or to effect any other distribution of the assets of the
         Company among its members for the purpose of winding-up its affairs, at
         least 30 days prior to the proposed effective date of such liquidation,
         dissolution, winding-up or other distribution; it being understood that
         any merger, amalgamation, consolidation, or similar transaction, and
         any sale of all or any or substantially all of the assets of the
         Company shall not, in and of itself, constitute a liquidation,
         dissolution or winding-up;

         (b) promptly, upon the earlier of (i) receipt by the Company of notice
         of, and (ii) the Company otherwise becoming aware of any threatened or
         instituted claim, suit, petition or other proceedings with respect to
         the involuntary liquidation, dissolution or winding-up of the Company
         or to effect any other distribution of the assets of the Company among

                                       15
<PAGE>

         its members for the purpose of winding-up its affairs or of the
         occurrence of any Insolvency Event;

         (c) promptly, upon receipt by the Company of a Retraction Request; and

         (d) promptly in the event of any determination by the Board of
         Directors to take any action which would require a vote of the holders
         of Series I Exchangeable Shares.

SECTION 6.3       Delivery of Shares by Adsero.

         Upon notice from the Company, Adsero Callco or the Holders of any event
that requires the Company or Adsero Callco to cause to be delivered Adsero
Common Shares to any Holder, Adsero shall arrange for the delivery of the
requisite number of Adsero Common Shares to YAC, then YAC shall subscribe to the
requisite number of common shares of Adsero Callco, such subscription payable in
kind by the delivery of the requisite number of Adsero Common Shares to Adsero
Callco, and if need be, Adsero Callco, if so required, shall subscribe to the
requisite number of common shares of the Company, such subscription payable in
kind by the delivery of the requisite number of Adsero Common Shares to the
Company, as may be required, under this agreement or the Series I Exchangeable
Shares Provisions. Moreover, Adsero shall cause Adsero Callco or the Company, as
the case may be, to deliver to the Holder of the surrendered Series 1
Exchangeable Shares any other part of the Series I Exchangeable Share
Consideration.

SECTION 6.4       Delivery of Shares.

         All Adsero Common Shares issuable pursuant to this agreement or the
Series I Exchangeable Share Provisions shall be duly issued as fully paid and
non-assessable free and clear of any lien, hypothec, pledge, claim, encumbrance,
security interest or adverse claim or interest, other than those arising
hereunder or under the Series I Exchangeable Share Provisions. Any Series I
Exchangeable Shares delivered by the Holders to the Company, Adsero Callco,
Adsero or their Affiliates pursuant to this agreement or the Series I
Exchangeable Share Provisions shall be delivered free and clear of any lien,
hypothec, pledge, claim, encumbrance, security interest or adverse claim or
interest, other than those arising hereunder, under the Series I Exchange Share
Provisions, the Lock-up Agreement or under applicable securities laws.

SECTION 6.5       Economic Equivalence.

         So long as any Series I Exchangeable Shares are outstanding:

         (a)      in the event Adsero takes any of the following actions:

                  (i) distributes Adsero Common Shares (or securities
                  exchangeable for or convertible into or carrying rights to
                  acquire Adsero Common Shares) to the holders of all or
                  substantially all of the then outstanding Adsero Common Shares
                  by way of stock dividend, or other distribution, other than an
                  issue of Adsero Common Shares (or securities exchangeable for
                  or convertible into or carrying rights to acquire Adsero
                  Common Shares) to holders of Adsero Common Shares who exercise
                  an option to receive dividends in Adsero Common Shares (or

                                       16
<PAGE>

                  securities exchangeable for or convertible into or carrying
                  rights to acquire Adsero Common Shares) in lieu of receiving
                  cash dividends; or

                  (ii) distributes rights, options or warrants to the holders of
                  all or substantially all of the then outstanding Adsero Common
                  Shares entitling them to subscribe for or to purchase Adsero
                  Common Shares (or securities exchangeable for or convertible
                  into or carrying rights to acquire Adsero Common Shares); or

                  (iii) distributes to the holders of all or substantially all
                  of the then outstanding Adsero Common Shares, (a) shares or
                  securities of Adsero of any class other than Adsero Common
                  Shares (and other than shares convertible into or exchangeable
                  for or carrying rights to acquire Adsero Common Shares), (b)
                  rights, options or warrants other than those referred to in
                  (ii) above, (c) evidences of indebtedness of Adsero or (d)
                  assets of Adsero,

         Adsero will ensure that the economic equivalent on a per share basis of
         such rights, options, securities, shares, evidence of indebtedness or
         other assets shall be issued or distributed simultaneously to holders
         of the Series I Exchangeable Shares;

         (b)      in the event Adsero takes any of the following actions:

                  (i) subdivides, redivides or changes the then outstanding
                  Adsero Common Shares into a greater number of Adsero Common
                  Shares; or

                  (ii) reduces, combines, consolidates or changes the then
                  outstanding Adsero Common Shares into a lesser number of
                  Adsero Common Shares; or

                  (iii) reclassifies or otherwise changes any of the terms and
                  conditions of the Adsero Common Shares, or effect an
                  amalgamation, merger, reorganization or other transaction
                  affecting Adsero Common Shares,

         Adsero will provide at least 20 Business Days prior written notice
         thereof to the Holders and ensure that the equivalent change shall
         simultaneously be made to, or in the rights of the Holders of the
         Series I Exchangeable Shares;

         Furthermore, Adsero will take or will cause to be taken all necessary
         measures in order to ensure that immediately after the completion of
         any transactions contemplated in this Section 6.5, the Holders of
         Series A Special Voting Shares shall have the same percentage of Voting
         Rights they held in Adsero immediately before the closing of such
         transaction;

         (c) to the extent required, upon due notice from Adsero, the Company
         will take or cause to be taken such steps as may be necessary for the
         purposes of ensuring that appropriate dividends are paid or other
         distributions are made by the Company or subdivisions, redivisions or
         changes are made to the Series I Exchangeable Shares, in order to
         implement the required economic equivalent or, as the case may be, to
         reflect the equivalent rights with respect to the Adsero Common Shares
         and Series I Exchangeable Shares as provided for in this Section 6.5.

                                       17
<PAGE>

SECTION 6.6       Ownership of Outstanding Shares; Voting.

         So long as any Series I Exchangeable Shares are outstanding, (i) Adsero
shall remain the sole shareholder of YAC; (ii) YAC shall remain the sole
shareholder of Adsero Callco; and (iii) Adsero Callco shall remain the sole
owner of issued and outstanding securities of the Company to which are attached
the voting interests for the election of directors of the Company unless it
obtains the prior approval of the Holders given in accordance with Section 8.2
of the Series I Exchangeable Share Provisions. Adsero and its Subsidiaries shall
not vote any Series I Exchangeable Shares in respect of any resolution referred
to in Section 8.2 of the Series I Exchangeable Share Provisions.

SECTION 6.7       Adsero and Affiliates Not to Vote Series I
                  Exchangeable Shares.

         Each of Adsero and Adsero Callco will appoint and cause to be appointed
proxyholders with respect to all Series I Exchangeable Shares held by it or them
and its or their respective Affiliates for the sole purpose of attending each
meeting of Holders in order to be counted as part of the quorum for each such
meeting. Each of Adsero and Adsero Callco further covenants and agrees that it
and they will not and will cause its and their Affiliates not to exercise any
voting rights with respect to the Series I Exchangeable Shares held by it or
them or its or their Affiliates in respect of any matter considered at any
meeting of holders of Series I Exchangeable Shares.

SECTION 6.8       Tender Offers, Etc.

         Adsero shall provide timely notice to the Holders of any proposed share
exchange offer, issuer bid, take-over bid or similar transaction (including any
Adsero Control Transaction as defined in the Series I Exchangeable Share
Provisions) with respect to Adsero Common Shares proposed by Adsero or proposed
to Adsero or its stockholders (the "Offer") and recommended by the board of
directors of Adsero, or otherwise effected or to be effected with the consent or
approval of the board of directors of Adsero. Moreover, Adsero will use its best
efforts expeditiously and in good faith to take all such actions and to do all
such things as are necessary and desirable to enable and permit the Holders to
participate in such Offer to the same extent and on an economically equivalent
basis as the holders of Adsero Common Shares, without discrimination. Without
limiting the generality of the foregoing, Adsero will use its best efforts
expeditiously and in good faith to ensure that the Holders may participate in
all such Offers without being required to retract Series I Exchangeable Shares
as against the Company (or, if so required, to ensure that any such retraction
shall be effective only upon, and shall be conditional upon, the closing of the
Offer and only to the extent necessary to tender a deposit to the Offer).

SECTION 6.9       Representations and Warranties of Adsero, YAC,
                  Adsero Callco and the Company

         Each of Adsero, YAC, Adsero Callco and the Company hereby represent and
warrant that:

         (a) it is a corporation incorporated and existing under the laws of its
         incorporating jurisdiction and has the corporate power and authority to
         enter into and perform its obligations under this agreement;

                                       18
<PAGE>

         (b) the execution, delivery and performance by it of this agreement

                  (i) has been duly authorized by all necessary corporate action
                  on its part;

                  (ii) do not (or would not with the giving of notice, the lapse
                  of time or the happening of any other event or condition)
                  result in a breach or a violation of, or conflict with, any of
                  the terms or provisions of its constating documents or
                  articles of association or any material contracts or
                  instruments to which it is a party or pursuant to which any of
                  its assets or property may be affected; and

                  (iii) will not result in the violation of any law; and

         (c) this agreement has been duly executed and delivered by it and
         constitutes a legal, valid and binding obligation enforceable against
         it in accordance with its terms.

SECTION 6.10      Registration and Reservation of Adsero Common Shares.

         Adsero hereby represents, warrants and covenants that it has and will
at all times keep available, free from pre-emptive and other rights, out of its
authorized and unissued capital stock such number of Adsero Common Shares as are
now and may hereafter be required to enable and permit the Company to meet its
obligations hereunder and under the Series I Exchangeable Share Provisions.
Furthermore, Adsero represents, warrants and covenants that it will, at all
times as of the effective date of its registration statement being accepted by
the United States Securities and Exchange Commission maintain a sufficient
number of Adsero Common Shares duly registered in accordance with the Securities
Act 1933 and the Securities Exchange Act 1934 as are now and may hereafter be
required in order to enable the Company or, as the case may be, Adsero Callco to
meet their respective obligations hereunder or under the Series I Exchangeable
Share Provisions; Adsero shall maintain at all times the Adsero Common Shares
listed on the OTC Bulletin Board or an equivalent recognized North American
Stock Exchange.

SECTION 6.11      Registration Under the U.S. Securities Act of 1933

         Adsero hereby represents, warrants and covenants that it will file a
registration statement for Adsero Common Shares under the United States
Securities Act of 1933, as amended within 90 days of the reservation of any of
its Common Shares pursuant to this agreement. Moreover, Adsero represents,
warrants and covenants that it shall issue a "Stock Transfer" instruction to its
transfer agent with respect to its Common Shares issued in payment of the Series
I Exchangeable Shares pending registration and shall also issue a "Stock
Transfer" instruction to its transfer agent to disclose the terms of the Lock Up
Agreement.

SECTION 6.12      Allocation of Expenses

         The parties agree that all registration and filing fees, printing
expenses, fees and disbursements of counsel for Adsero and its Affiliates and
any accountant's fees should be borne by Adsero. Conversely, all selling
commissions or discounts applicable to sales of Adsero Common Shares by the
Holders and all fees and disbursements of counsel for the Holders should be
borne by the Holders.

                                       19
<PAGE>

                                    ARTICLE 7
                     AMENDMENTS AND SUPPLEMENTAL AGREEMENTS
                     --------------------------------------

SECTION 7.1       Amendments, Modifications, Etc.

         This agreement may not be amended, modified or waived except by an
agreement in writing executed by the parties hereto.

 SECTION 7.2      Changes in Capital of Adsero and the Company.

         At all times after the occurrence of any event effected pursuant to the
Series I Exchangeable Share Provisions or this agreement as a result of which
either Adsero Common Shares or the Series I Exchangeable Shares or both are in
any way changed, this agreement shall forthwith be amended and modified as
necessary in order that the Holders maintain economically equivalent rights and,
in order that, where required, this agreement will apply with full force and
effect, mutatis mutandis, to all new securities into which Adsero Common Shares
or the Series I Exchangeable Shares or both are so changed and the parties
hereto shall execute and deliver a supplemental agreement giving effect to and
evidencing such necessary amendments and modifications. So long as there are any
Series I Exchangeable Shares outstanding, (i) the Company will not issue any
additional Series I Exchangeable Shares to any Person, (other than the Holders),
(ii) YAC will not issue any securities to any Person other than Adsero; and
(iii) Adsero Callco will not issue any securities to any Person, other than YAC.


                                    ARTICLE 8
                                   TERMINATION
                                   -----------

SECTION 8.1       Term.

         This agreement shall continue until the earlier occurrence of the
following events:

         (a) no Series I Exchangeable Share is outstanding; or

         (b) each of the parties hereto elects in writing to terminate this
         agreement


                                    ARTICLE 9
                                     GENERAL
                                     -------

SECTION 9.1       Severability.

         The provisions of this agreement shall be deemed severable and the
invalidity or unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof. If any provision of this
agreement, or the application thereof to any Person or entity or any
circumstance, is invalid or unenforceable, the remainder of this agreement and
the application of such provision to other Persons or circumstances shall not be
affected by such invalidity or unenforceability nor shall such invalidity or
unenforceability affect the validity or enforceability of such provision, or the
application thereof, in any other jurisdiction.

                                       20
<PAGE>

SECTION 9.2       Enurement.

         This agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.

SECTION 9.3       Notices to Parties.

         Any notice, direction or other communication given under this agreement
shall be in writing and given by mail or delivering it or sending it by telecopy
or similar form or recorded communication addressed:

         (a) if to Adsero, YAC or to Adsero Callco, to:

                           ADSERO CORP.
                           11 Tanager Avenue, Suite 100
                           Toronto, ON   M4G 3P9
                           Attention:     Chief Executive Officer

                           Telephone:      (416) 467-5152
                           Telecopier:     (416) 467-7173

                           with a copy to:

                           Gottbetter & Partners LLP
                           488 Madison Ave., 12th Floor
                           New York, NY  10022-5718
                           USA

                           Attention:      Scott Rapfogel

                           Telephone:      (212) 400-6900
                           Telecopier:     (212) 400-6901

         (b) if to the Company, to:

                           c/o Adsero Corp
                           as set forth above.

         (c) if to any Holder, to:

                           the address of the Holder recorded in the
                           securities register of the Company, or, in the
                           event of the address of any such Holder not being
                           so recorded, then at the last known address of
                           such Holder.

                                       21
<PAGE>

                           with a copy to:

                           Belanger Sauve s.e.n.c
                           1 Place Ville Marie
                           17th Floor
                           Montreal, Quebec   H3B 2C1

                           Attention    Claude Picard

         Any notice, request or other communication to be given to a Holder of
Series I Exchangeable Shares by or on behalf of the Company shall be in writing
and shall be valid and effective if given by mail (postage prepaid) or by
telecopy or delivery to the address of the Holder of record in the securities
register of the Company or, in the event of the address of any such Holder not
being so recorded, then at the last known address of such Holder. Any such
notice, request or other communication, if given by mail or telecopy, shall only
be deemed to have been given and received on the second Business Day following
the date of mailing and, if given by delivery, shall be deemed to have been
given and received on the date of delivery. The failure to deliver a notice to
an Insider of either the Company, Adsero Callco, YAC or Adsero at the time such
notice was required to be sent shall not amount to a default under this
agreement or the Series 1 Exchangeable Share Provisions.

SECTION 9.4       Risk of Payments by Post.

         Whenever payments are to be made or documents are to be sent to the
Holders by the Company, Adsero or Adsero Callco, or by the Holders to the
Company, Adsero or Adsero Callco, the making of such payment or sending of such
document sent through the post shall be at the risk of the Company, Adsero or
Adsero Callco, in the case of payments made or documents sent by the Company,
Adsero or Adsero Callco, and the Holders, in the case of payments made or
documents sent by the Holders.

SECTION 9.5       Counterparts.

         This agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the
same instrument.

SECTION 9.6       Jurisdiction.

         This agreement shall be construed and enforced in accordance with the
laws of the Province of Quebec and the laws of Canada applicable therein.

                                       22
<PAGE>

SECTION 9.7       Language

         Parties have agreed that this Agreement and its schedules be drafted in
the English language only. Les Parties ont convenu que cette convention et ses
annexes soient redigees en anglais seulement.

         IN WITNESS WHEREOF, the parties hereby have executed this agreement or
caused this agreement to be executed by their respective duly authorized
officers as of the date first above written. [Signatures to be updated]

ADSERO CORP.                            3091503 NOVA SCOTIA COMPANY

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

3091732 NOVA SCOTIA COMPANY             YAC CORP.

Per: /s/ William Smith                  Per: /s/ William Smith
     -------------------------------         ----------------------------------
Name:    William Smith                  Name:    William Smith
Title:   President                      Title:   President


HOLDERS:

9144-6773 QUEBEC INC.                   9144-6906 QUEBEC INC.

Per: /s/ Yvon Leveille                  Per: /s/ Alain Lachambre
     -------------------------------         ------------------------------
Name:    Yvon Leveille                  Name:    Alain Lachambre
Title:   President                      Title:   President

                                       23
<PAGE>

                                  SCHEDULE "A"
                                  ------------

             PROVISIONS ATTACHING TO SERIES I EXCHANGEABLE SHARES OF
                           3091503 NOVA SCOTIA COMPANY

         The Series I Exchangeable Shares without any nominal value in the
capital of the Company shall have the following rights, privileges, restrictions
and conditions:

                                    ARTICLE 1
                                 INTERPRETATION
                                 --------------

         For the purposes of these rights, privileges, restrictions and
conditions:

SECTION 1.1       Definitions.

"ACT" means the Companies Act (Nova Scotia) as amended, consolidated or
re-enacted from time to time.

"ADSERO" means Adsero Corp., a Delaware corporation doing business as Adsero and
includes any successor corporation.

"ADSERO CALLCO" means 3091732 Nova Scotia Company, an unlimited company
incorporated and existing under the laws of the Province of Nova Scotia, and
includes any successor company.

"ADSERO COMMON SHARES" means the shares of Common Stock, par value U.S. $0.001
per share, in the capital of Adsero.

"ADSERO CONTROL TRANSACTION" shall be deemed to have occurred if:

         (a) EXCEPT FOR THE HOLDERS OR ANY OF THEM, any person, firm or
         corporation acquires directly or indirectly the Beneficial Ownership
         (as defined in Section 13(d) of the Securities Exchange Act of 1934, as
         amended) of any voting security of Adsero and immediately after such
         acquisition, the acquirer has Beneficial Ownership of voting securities
         representing 50% or more of the total voting power of all the then
         outstanding voting securities of Adsero;

         (b) The individuals who:

                  (i) as of the Effective Date constitute the Board of Directors
                  of Adsero (the "Original Directors");

                  (ii) thereafter are elected to the Board of Directors of
                  Adsero (the "Adsero Board") and whose election, or nomination
                  for election, to the Adsero Board was approved by a vote of at
                  least 2/3 of the Original Directors then still in office (such
                  directors being called "Additional Original Directors"); or

                                       24
<PAGE>

                  (iii) are elected to the Adsero Board and whose election, or
                  nomination for election, to the Adsero Board was approved by a
                  vote of at least 2/3 of the Original Directors and Additional
                  Original Directors then still in office,

cease for any reason to constitute a majority of the members of the Adsero
Board;

         (c) The stockholders of Adsero shall approve a merger, consolidation,
         recapitalization or reorganization of Adsero or consummation of any
         such transaction if stockholder approval is not sought or obtained,
         other than any such transaction which would result in at least 75% of
         the total voting power represented by the voting securities of the
         surviving entity outstanding immediately alter such transaction being
         Beneficially Owned by holders of outstanding voting securities of
         Adsero immediately prior to the transaction, with the voting power of
         each such continuing holder relative to such other continuing holders
         being not altered substantially in the transaction; or

         (d) The stockholders of Adsero shall approve a plan of complete
         liquidation of Adsero or an agreement for the sale or disposition by
         Adsero of all or a substantial portion of Adsero's assets (i.e. 50% or
         more in value of the total assets of Adsero).

"ADSERO DIVIDEND DECLARATION DATE" means the date on which the board of
directors of Adsero declares any dividend on the Adsero Common Shares.

"AFFILIATE" has the meaning ascribed thereto in the Canada Business Corporations
Act as amended, consolidated or re-enacted from time to time.

"BOARD OF DIRECTORS" means the Board of Directors of the Company and any
committee thereof acting within its authority.

"BUSINESS DAY" means any day, other than a Saturday, a Sunday or a day when
banks are not generally open for business in Montreal, Quebec or New York, New
York.

"CALL RIGHTS" means, collectively, the Liquidation Call Right, and the
Retraction Call Right; and "CALL RIGHT" shall mean any one of such Call Rights.

"CANADIAN DOLLAR EQUIVALENT" means in respect of an amount expressed in a
currency other than Canadian dollars (the "Foreign Currency Amount"), at any
date, the product obtained by multiplying:

(a) the Foreign Currency Amount, by

(b) the noon spot exchange rate on such date for such foreign currency expressed
in Canadian dollars as reported by the Bank of Canada or, in the event such spot
exchange rate is not available, such spot exchange rate on such date for such
foreign currency expressed in Canadian dollars as may be deemed by the Board of
Directors acting reasonably to be appropriate for such purpose.

"COMMON SHARES" means the common shares in the capital of the Company.

"COMPANY" means 3091503 Nova Scotia Limited, a company existing under the Act.

                                       25
<PAGE>

"CURRENT MARKET PRICE" means, in respect of a Adsero Common Share on any date,
the closing price per Adsero Common Share on the day prior to such date on the
OTC Bulletin Board or, if Adsero Common Shares are not then listed on the OTC
Bulletin Board, on such other principal North American stock exchange or
automated quotation system on which Adsero Common Shares are listed or quoted,
as the case may be, as may be selected by the Board of Directors for such
purpose; provided, however, that if there is no public distribution or trading
activity of Adsero Common Shares at such date, then the Current Market Price of
an Adsero Common Share shall be determined by the Board of Directors of Adsero
based upon the advice of the then auditors of Adsero, and provided further that
any such opinion or determination by the Board of Directors shall be conclusive
and binding. If the Adsero Common Shares are quoted on more than one recognized
stock exchange in North America, then the Current Market Price shall be the
average of the closing prices of each such exchange determined as provided
above.

"EFFECTIVE DATE" means the date of issue of the Series I Exchangeable Shares.

"EXCHANGEABLE SHARE VOTING EVENT" means any matter in respect of which holders
of Series I Exchangeable Shares are entitled to vote as members (shareholders)
of the Company, other than an Exempt Exchangeable Share Voting Event.

"EXEMPT EXCHANGEABLE SHARE VOTING EVENT" means any matter in respect of which
holders of Series I Exchangeable Shares are entitled to vote as members
(shareholders) of the Company in order to approve or disapprove, as applicable,
any change to, or in the rights of the holders of the Series I Exchangeable
Shares, where the approval or disapproval, as applicable, of such change would
be required to maintain the equivalence of the Series I Exchangeable Shares and
the Adsero Common Shares.

"LIQUIDATION AMOUNT" has the meaning provided in Section 5.1 hereof.

"LIQUIDATION CALL RIGHT" has the meaning provided in the Series I Exchangeable
Shares Voting, Exchange and Support Agreement.

"LIQUIDATION DATE" has the meaning provided in Section 5.1 hereof.

"PREFERRED SHARES" means the Preferred Shares of the Company.

"RETRACTED SHARES" has the meaning provided in Section 6.1(a) hereof.

"RETRACTION CALL RIGHT" has the meaning provided in the Series I Exchangeable
Shares Voting, Exchange and Support Agreement.

"RETRACTION DATE" has the meaning provided in Section 6.1(b) hereof.

"RETRACTION PRICE" has the meaning provided in Section 6.1 hereof.

"RETRACTION REQUEST" has the meaning provided in Section 6.1 hereof.

"SERIES I EXCHANGEABLE SHARE CONSIDERATION" means, with respect to each Series I
Exchangeable Share, for any acquisition of, or redemption of, or retraction of,
or distribution of assets of the Company in respect of the Series I Exchangeable
Share or purchase of the Series

                                       26
<PAGE>

I Exchangeable Share pursuant to the Series I Exchangeable Shares Voting,
Exchange and Support Agreement or hereunder, the aggregate of the following:

         (a) the Current Market Price of one Adsero Common Share, such
         consideration to be fully paid and satisfied by the delivery of one
         Adsero Common Share, as evidenced by a certificate representing the
         aggregate number of such Adsero Common Shares; plus

         (b) the amount of all cash dividends declared and unpaid by Adsero on
         an Adsero Common Share at the effective time of any such action,
         payable by means of a cheque payable at any branch of the bankers of
         the payor; plus

         (c) the amount of all declared and unpaid non-cash dividends or other
         distributions by Adsero on a Adsero Common Share at the effective time
         of any such action, payable by means of a cheque payable at any branch
         of the bankers of the payor in an amount equal to the fair market value
         of the property distributed on the effective date of the relevant
         action or, at the option of the Board of Directors, payable by the
         delivery of such non-cash items;

provided that (i) any such Adsero Common Share shall be duly issued as fully
paid and non-assessable free and clear of lien, hypothec, pledge, claim,
encumbrance security interest or adverse claim or interest other than those
under applicable securities laws and (ii) such consideration shall be paid less
any amounts required to be deducted and withheld therefrom pursuant to Section
12.3 hereof, and all without interest. For greater certainty, in no event shall
a holder of Series I Exchangeable Shares be entitled to receive or demand any
consideration for the acquisition of, or redemption of, or retraction of, or
distribution of the assets of the Company in respect of any Series I
Exchangeable Shares, whether pursuant to the Series I Exchangeable Shares
Voting, Exchange and Support Agreement or hereunder, other than Adsero Common
Shares and/or the amounts referred to in paragraphs (b) and (c) above.

"SERIES I EXCHANGEABLE SHARES" means the non-voting exchangeable shares in the
capital of the Company having the rights, privileges, restrictions and
conditions set forth herein.

"SERIES I EXCHANGEABLE SHARES VOTING, EXCHANGE AND SUPPORT AGREEMENT" means that
certain Voting, Exchange and Support Agreement between Adsero, YAC, Adsero
Callco, the Company, and the holders of Exchangeable Shares as of the Effective
Date to be entered into contemporaneously with the first issue of the Series I
Exchangeable Shares.

"SUBSIDIARY", in relation to any person, means any body corporate, partnership,
joint venture, association or other entity of which more than 50% of the total
voting power of shares or units of ownership or beneficial interest entitled to
vote in the election of directors (or members of a comparable governing body) is
owned or controlled, directly or indirectly, by such person.

"TRANSFER" has the meaning provided in Section 10.4 hereof.

"YAC" means YAC Corp., a Delaware corporation doing business as YAC and
including any successor corporation.

                                       27
<PAGE>

                                    ARTICLE 2
                     RANKING OF SERIES I EXCHANGEABLE SHARES
                     ---------------------------------------

SECTION 2.1

         The Series I Exchangeable Shares shall be entitled to a preference, as
provided in Article 5, over the Common Shares, the Series II Exchangeable Shares
and any other shares ranking junior to the Series I Exchangeable Shares with
respect to the distribution of assets in the event of the liquidation,
dissolution or winding-up of the Company, whether voluntary or involuntary, or
any other distribution of the assets of the Company among its members for the
purpose of winding-up its affairs. For greater certainty, the Series I
Exchangeable Shares shall rank pari passu with the Series II Exchangeable Shares
but rank after the Preferred Shares.


                                    ARTICLE 3
                                    DIVIDENDS
                                    ---------

SECTION 3.1

(1) A holder of a Series I Exchangeable Share shall be entitled to receive and
the Board of Directors shall, subject to applicable law, declare a dividend on
each Series I Exchangeable Share, on each Adsero Dividend Declaration Date:

         (a) in the case of a cash dividend declared on the Adsero Common
         Shares, in an amount in cash for each Series I Exchangeable Share in
         U.S. dollars, or the Canadian Dollar Equivalent thereof on the Adsero
         Dividend Declaration Date, in each case, corresponding to the cash
         dividend declared on each Adsero Common Share;

         (b) in the case of a stock dividend on the Adsero Common Shares to be
         paid in Adsero Common Shares, by the issue or transfer by the Company
         of such number of Series I Exchangeable Shares for each Series I
         Exchangeable Share as is equal to the number of Adsero Common Shares to
         be paid on each Adsero Common Share unless, in lieu of such stock
         dividend, Adsero elects to effect a corresponding and contemporaneous
         subdivision of the outstanding Series I Exchangeable Shares; or

         c) in the case of a dividend declared on the Adsero Common Shares in
         property other than cash or Adsero Common Shares, in such type and
         amount of property for each Series I Exchangeable Share as is the same
         as the type and amount of property declared as a dividend on each
         Adsero Common Share.

(2) Such dividends shall be paid out of money, assets or property of the Company
properly applicable to the payment of dividends, or out of authorized but
unissued shares of the Company.

SECTION 3.2

         Cheques of the Company payable at any branch of the bankers of the
Company shall be issued in respect of any cash dividends contemplated by Section
3.1(1)(a) hereof and the sending of such a cheque to each holder of a Series I
Exchangeable Share shall satisfy the cash dividend represented thereby unless
the cheque is not paid on presentation. Certificates registered in the name of
the registered holder of Series I Exchangeable Shares shall be issued

                                       28
<PAGE>

or transferred in respect of any stock dividends contemplated by Section
3.1(1)(b) hereof and the sending of such a certificate to each holder of a
Series I Exchangeable Share shall satisfy the stock dividend represented
thereby. Such other type and amount of property in respect of any dividends
contemplated by Section 3.1(1)(c) hereof shall be issued, distributed or
transferred by the Company in such manner as it shall determine and the
issuance, distribution or transfer thereof by the Company to each holder of a
Series I Exchangeable Share shall satisfy the dividend represented thereby. No
holder of a Series I Exchangeable Share shall be entitled to recover by action
or other legal process against the Company any dividend that is represented by a
cheque that has not been duly presented to the Company's bankers for payment or
that otherwise remains unclaimed for a period of six years from the date on
which such dividend was payable.

SECTION 3.3

         The record date for the determination of the holders of Series I
Exchangeable Shares entitled to receive payment of, and the payment date for,
any dividend declared on the Series I Exchangeable Shares under Section 3.1
hereof shall be the same dates as the record date and payment date,
respectively, for the corresponding dividend declared on the Adsero Common
Shares.

SECTION 3.4

         If on any payment date for any dividends declared on the Series I
Exchangeable Shares under Section 3.1 hereof the dividends are not paid in full
on all of the Series I Exchangeable Shares then outstanding, any such dividends
that remain unpaid shall be paid on a subsequent date or dates determined by the
Board of Directors on which the Company shall have sufficient moneys, assets or
property properly applicable to the payment of such dividends.

SECTION 3.5

                  Except as provided in this Article 3, the holders of Series I
Exchangeable Shares shall not be entitled to receive any other or further
dividends in respect thereof.


                                    ARTICLE 4
                              CERTAIN RESTRICTIONS
                              --------------------

SECTION 4.1

         So long as any of the Series I Exchangeable Shares are outstanding, the
Company shall not without, but may at any time with the approval of the holders
of the Series I Exchangeable Shares given as specified in Section 8.2 of these
share provisions:

         (a) amend the constating documents of the Company in a manner which
         would prejudicially affect the holders of Series I Exchangeable Shares
         in any material respect; or

         (b) initiate the voluntary liquidation, dissolution or winding-up of
         the Company or take any action or omit to take any action that is
         designed to result in the liquidation, dissolution or winding-up of the
         Company.

                                       29
<PAGE>

SECTION 4.2

         So long as any of the Series I Exchangeable Shares are outstanding and
any dividends required to have been declared and paid on the outstanding Series
I Exchangeable Shares pursuant to Article 3 have not been declared and paid in
full, the Company shall not without, but may at any time with the approval of
the holders of the Series I Exchangeable Shares given as specified in Section
8.2 of these share provisions:

         (a) pay any dividends on the Common Shares, or any other shares ranking
         junior to the Series I Exchangeable Shares, other than share dividends
         payable on any such other shares ranking junior to the Series I
         Exchangeable Shares;

         (b) redeem or purchase or make any capital distribution in respect of
         Common Shares or any other shares ranking junior to the Series I
         Exchangeable Shares with respect to the payment of dividends or on any
         liquidation distribution; or

         (c) redeem or purchase any other shares of the Company ranking equally
         with the Series I Exchangeable Shares with respect to the payment of
         dividends or on any liquidation distribution.


                                    ARTICLE 5
                           DISTRIBUTION ON LIQUIDATION
                           ---------------------------

SECTION 5.1

         In the event of the liquidation, dissolution or winding-up of the
Company or any other distribution of the assets of the Company among its members
for the purpose of winding-up its affairs, a holder of Series I Exchangeable
Shares shall be entitled, subject to applicable law, to receive pari passu with
any holder of Series II Exchangeable Shares from the assets of the Company in
respect of each Series I Exchangeable Share held by such holder on the effective
date of such liquidation, dissolution or winding-up (the "Liquidation Date"),
before any distribution of any part of the assets of the Company to the holders
of the Common Shares or any other shares ranking junior to the Series I
Exchangeable Shares, an amount equal to the Series I Exchangeable Share
Consideration applicable on the last Business Day prior to the Liquidation Date
(the Liquidation Amount"), which as set forth in Section 5.2, shall, subject to
the exercise by Adsero Callco of the Liquidation Call Right, be fully paid and
satisfied by the delivery by or on behalf of the Company of the Series I
Exchangeable Share Consideration representing such holder's total Liquidation
Amount.

SECTION 5.2

         On or promptly after the Liquidation Date, and subject to the exercise
by Adsero Callco of the Liquidation Call Right, the Company shall cause to be
delivered to the holders of the Series I Exchangeable Shares the Series I
Exchangeable Share Consideration representing the Liquidation Amount for each
such Series I Exchangeable Share upon presentation and surrender of the
certificates representing such Series I Exchangeable Shares, together with such
other documents and instruments as may be required to effect a transfer of
Series I Exchangeable Shares under the Act and the constating documents of the
Company and such additional documents and instruments as the Company may
reasonably require, at the principal

                                       30
<PAGE>

executive offices of the Company or at such other reasonable place as may be
specified by the Board of Directors by notice to the holders of Series I
Exchangeable Shares. The Series I Exchangeable Share Consideration representing
the total Liquidation Amount for such Series I Exchangeable Shares shall be
delivered to each holder, at the address of the holder recorded in the
securities register of the Company for the Series I Exchangeable Shares or by
holding for pick up by the holder at the place of delivery.

         On and after the Liquidation Date, the holders of the Series I
Exchangeable Shares shall cease to be holders of such Series I Exchangeable
Shares and shall not be entitled to exercise any of the rights of holders in
respect thereof, other than the right to receive their proportionate share of
the Series I Exchangeable Share Consideration representing the total Liquidation
Amount, unless payment of the Series I Exchangeable Share Consideration
representing the total Liquidation Amount for such Series I Exchangeable Shares
shall not be made upon presentation and surrender of share certificates in
accordance with the foregoing provisions in which case the rights of the holders
shall remain unaffected until the Series I Exchangeable Share Consideration
representing the total Liquidation Amount has been paid in the manner
hereinbefore provided. The Company shall have the right at any time on or after
the Liquidation Date to deposit or cause to be deposited the Series I
Exchangeable Share Consideration in respect of the Series I Exchangeable Shares
represented by certificates that have not at the Liquidation Date been
surrendered by the holders thereof in a custodial account or for safekeeping, in
the case of non-cash items, with any chartered bank or trust company in Canada.
Upon such deposit being made, the rights of the holders of Series I Exchangeable
Shares after such deposit shall be limited to receiving their proportionate
share of the Series I Exchangeable Share Consideration representing the total
Liquidation Amount for such Series I Exchangeable Shares so deposited against
presentation and surrender of such certificates held by them, respectively, in
accordance with the foregoing provisions. Upon such payment or deposit of such
Series I Exchangeable Share Consideration, the holders of the Series I
Exchangeable Shares shall thereafter be considered and deemed for all purposes
to be the holders of the Adsero Common Shares delivered to them or the custodian
on their behalf.

SECTION 5.3

         After the Company has satisfied its obligations to pay the holders of
the Series I Exchangeable Shares the Series I Exchangeable Share Consideration
representing the Liquidation Amount per Series I Exchangeable Share, such
holders shall not be entitled to share in any further distribution of the assets
of the Company.


                                    ARTICLE 6
                   RETRACTION OF EXCHANGEABLE SHARES BY HOLDER
                   -------------------------------------------

SECTION 6.1

         A holder of Series I Exchangeable Shares shall be entitled at any time,
subject to the exercise by Adsero Callco of the Retraction Call Right, and
otherwise upon compliance with the provisions of this Article 6, to require the
Company to redeem any or all of the Series I Exchangeable Shares registered in
the name of such holder in tranches of 50,000 Series I Exchangeable Shares or
integral multiples thereof (or the balance of the Series I Exchangeable Shares
then held by such holder, if such balance is less than 50,000 Series I
Exchangeable Shares) for an amount equal to the Series I Exchangeable Share
Consideration applicable on

                                       31
<PAGE>

the last Business Day prior to the Retraction Date (the "Retraction Price"),
which as set forth in Section 6.3, shall, subject to the exercise by Adsero
Callco of the Retraction Call Right, be fully paid and satisfied by the delivery
by or on behalf of the Company of the Series I Exchangeable Share Consideration
representing such holder's total Retraction Price. To effect such redemption,
the holder shall present and surrender at the principal executive offices of the
Company the certificates representing the Series I Exchangeable Shares which the
holder desires to have the Company redeem, together with such other documents
and instruments as may be required to effect a transfer of Series I Exchangeable
Shares under the Act and the constating documents of the Company, and together
with a duly executed statement (the "Retraction Request') in the form of Exhibit
"A' hereto or in such other form as may he acceptable to the Company:

         (a) specifying that the holder desires to have all or any number
         specified therein of the Series I Exchangeable Shares represented by
         such certificate or certificates (the "Retracted Shares") redeemed by
         the Company;

         (b) stating the Business Day on which the holder desires to have the
         Company redeem the Retracted Shares (the `Retraction Date"), provided
         that the Retraction Date

                  (i) shall be not less than two (2) Business Days from the date
                  or after the date of a news release by Adsero;

                  (ii) shall not be less than ten (10) days from the date or
                  after the date of the release of quarterly or annual financial
                  results of Adsero;

                  (iii) shall not be less than 10 days nor more than 30 days
                  after the date on which the Retraction Request is received by
                  the Company; and

                  (iv) further provided that, in the event that no such Business
                  Day is specified by the holder in the Retraction Request, the
                  Retraction Date shall be deemed to be the 30th day (or, if
                  such day is not a Business Day, the first Business Day
                  thereafter) after the date on which the Retraction Request is
                  received by the Company; and

         (c) acknowledging the Retraction Call Right of Adsero Callco in the
         Series I Exchangeable Shares Voting, Exchange and Support Agreement to
         purchase the appropriate number of Retracted Shares directly from the
         holder and that the Retraction Request shall be deemed to be a
         revocable offer by the holder to sell the Retracted Shares in
         accordance with the Series I Exchangeable Shares Voting, Exchange and
         Support Agreement.

SECTION 6.2

         Subject to the exercise by Adsero Callco of the Retraction Call Right,
upon receipt by the Company in the manner specified in Section 6.1 hereof of a
certificate or certificates representing the number of Series I Exchangeable
Shares which the holder desires to have the Company redeem, together with a
Retraction Request, and provided that the Retraction Request is not revoked by
the holder in the manner specified in Section 6.6 hereof, the Company shall
redeem the Retracted Shares effective at the close of business on the

                                       32
<PAGE>

Retraction Date and shall cause to be delivered to such holder the Series I
Exchangeable Share Consideration representing the total Retraction Price with
respect to such shares in accordance with Section 6.3 hereof. If only a part of
the Series I Exchangeable Shares represented by any certificate is redeemed, a
new certificate for the balance of such Series I Exchangeable Shares shall be
issued to the holder at the expense of the Company.

SECTION 6.3

         The Company shall deliver, or cause to be delivered, the Series I
Exchangeable Share Consideration representing the total Retraction Price to the
relevant holder, at the address of the holder recorded in the securities
register of the Company for the Series I Exchangeable Shares or at the address
specified in the holder's Retraction Request or upon demand by the holder, by
holding for pick up by the holder at the principal executive offices of the
Company.

SECTION 6.4

         On and after the close of business on the Retraction Date, the holder
of the Retracted Shares shall not be entitled to exercise any of the rights of a
holder in respect thereof, other than the right to receive his proportionate
share of the Series I Exchangeable Share Consideration representing the total
Retraction Price, unless upon presentation and surrender of certificates in
accordance with the foregoing provisions, payment of the Series I Exchangeable
Share Consideration representing the total Retraction Price shall not be made as
provided in Section 6.3 hereof, in which case the rights of such holder shall
remain unaffected until the Series I Exchangeable Share Consideration
representing the total Retraction Price has been paid in the manner hereinbefore
provided. On and after the close of business on the Retraction Date, provided
that presentation and surrender of certificates and payment of the total
Retraction Price has been made in accordance with the foregoing provisions, the
holder of the Retracted Shares so redeemed by the Company shall thereafter be
considered and deemed for all purposes to be a holder of the Adsero Common
Shares.

SECTION 6.5

         Notwithstanding any other provision of this Article 6, the Company
shall not be obligated to redeem Retracted Shares specified by a holder in a
Retraction Request to the extent that such redemption of Retracted Shares would
be contrary to liquidity or solvency requirements or other provisions of
applicable law. If the Company believes that on any Retraction Date it would not
be permitted by any of such provisions to redeem the Retracted Shares tendered
for redemption on such date, and provided that Adsero Callco shall not have
exercised the Retraction Call Right with respect to the Retracted Shares, the
Company shall only be obligated to redeem Retracted Shares specified by a holder
in a Retraction Request to the extent of the maximum number that may be so
redeemed (rounded down to a whole number of shares) as would not be contrary to
such provisions and shall notify the holder at least two Business Days prior to
the Retraction Date as to the number of Retracted Shares which will not be
redeemed by the Company. In any case in which the redemption by the Company of
Retracted Shares would be contrary to liquidity or solvency requirements or
other provisions of applicable law, the Company shall redeem Retracted Shares in
accordance with Section 6.2 of these share provisions on a pro rata basis and
shall issue to each holder of Retracted Shares a new certificate, at the expense
of the Company, representing the Retracted Shares not redeemed by the Company
pursuant to Section 6.2 hereof. Provided that the Retraction Request is not
revoked by the holder in the manner specified in Section 6.6 hereof, the holder
of any such

                                       33
<PAGE>

Retracted Shares not redeemed by the Company pursuant to Section 6.2 of these
share provisions as a result of liquidity or solvency requirements or applicable
law shall be deemed by giving the Retraction Request to require Adsero Callco to
purchase such Retracted Shares from such holder on the Retraction Date or as
soon as practicable thereafter on payment by Adsero Callco to such holder of the
Series I Exchangeable Share Consideration representing the Retraction Price for
each such Retracted Share, all as more specifically provided in the Series I
Exchangeable Shares Voting, Exchange and Support Agreement.

SECTION 6.6

         A holder of Retracted Shares may, by notice in writing given by the
holder to the Company before the close of business on the third Business Day
immediately preceding the Retraction Date, withdraw its Retraction Request in
which event such Retraction Request shall be null and void and, for greater
certainty, the revocable offer constituted by the Retraction Request to sell the
Retracted Shares to Adsero Callco shall be deemed to have been revoked.


                                    ARTICLE 7
                                  VOTING RIGHTS
                                  -------------

SECTION 7.1

         Except as required by applicable law and the provisions hereof, the
holders of the Series I Exchangeable Shares shall not be entitled as such to
receive notice of or to attend any meeting of the members of the Company or to
vote at any such meeting or to vote by written consent on any matter.


                                    ARTICLE 8
                             AMENDMENT AND APPROVAL
                             ----------------------

SECTION 8.1

         Subject to the approval of the holders of the Series I Exchangeable
Shares to which are attached the right to vote in the event that such change,
removal or addition would affect their respective rights, the rights,
privileges, restrictions and conditions attaching to the Series I Exchangeable
Shares may be added to, changed or removed as hereinafter provided in Section
8.2.

SECTION 8.2

         Any approval given by holders of the Series I Exchangeable Shares to
add to, change or remove any right, privilege, restriction or condition
attaching to the Series I Exchangeable Shares or any other matter requiring the
approval or consent of the holders of the Series I Exchangeable Shares shall be
deemed to have been sufficiently given if it shall have been given in accordance
with applicable law, provided, however, that such approval must be evidenced by
a written resolution passed by not less than 75% of the votes cast on such
resolution by persons represented in person or by proxy or such other authorized
person at a meeting of holders of Series I Exchangeable Shares duly called and
held at which the holders of at least 50% of the outstanding Series I
Exchangeable Shares at that time are present or

                                       34
<PAGE>


represented by proxy or such other authorized person (excluding Series I
Exchangeable Shares beneficially owned by Adsero, YAC, Adsero Callco, their
Affiliates or Subsidiaries) or by a written resolution signed by the holders of
the then outstanding Series I Exchangeable Shares excluding Exchangeable Shares
beneficially owned by Adsero, YAC, Adsero Callco, their Affiliates or
Subsidiaries. if at any such meeting the holders of at least 50% of the
outstanding Exchangeable Shares at that time are not present or represented by
proxy or such other authorized person within one-half hour after the time
appointed for such meeting, then the meeting shall be adjourned to such date not
less than ten days thereafter and to such time and place as may be designated by
the Chairperson of such meeting. At such adjourned meeting, the holders of
Series I Exchangeable Shares present or represented by proxy or such other
authorized person thereat may transact the business for which the meeting was
originally called and a resolution passed thereat by the affirmative vote of not
less than 75% of the votes cast on such resolution by persons represented in
person or by proxy or such other authorized person at such meeting (excluding
Series I Exchangeable Shares beneficially owned by Adsero, YAC, Adsero Callco,
their Affiliates or Subsidiaries) shall constitute the approval or consent of
the holders of the Series I Exchangeable Shares.


                                    ARTICLE 9
                          ACTIONS BY THE COMPANY UNDER
       SERIES I EXCHANGEABLE SHARES VOTING, EXCHANGE AND SUPPORT AGREEMENT
       -------------------------------------------------------------------

SECTION 9.1

         The Company will take all reasonable efforts to perform and comply with
and to ensure performance and compliance by Adsero, YAC, Adsero Callco and the
Company with all provisions of the Series I Exchangeable Shares Voting, Exchange
and Support Agreement applicable to Adsero, YAC, Adsero Callco and the Company,
respectively, in accordance with the terms thereof including, without
limitation, taking all such actions and doing all such things as shall be
necessary or advisable to enforce to the fullest extent possible for the direct
benefit of the Company and the holders of the Series I Exchangeable Shares all
rights and benefits in favour of the Company and the holders of the Series I
Exchangeable Shares pursuant thereto.

SECTION 9.2

         The Company shall not propose, agree to or otherwise give effect to any
amendment to, or waiver or forgiveness of its obligations under the Series I
Exchangeable Shares Voting, Exchange and Support Agreement without the approval
of the holders of the Series I Exchangeable Shares given in accordance with
Section 8.2 of these share provisions other than such amendments, waivers and/or
forgiveness as may be necessary or advisable for the purpose of:

         (a) adding to the covenants of the other party or parties to such
         agreement for the protection of the holders of Series I Exchangeable
         Shares; or

         (b) making such provisions or modifications not inconsistent with such
         agreement as may be necessary or desirable with respect to matters or
         questions arising thereunder which, in the opinion of the Board of
         Directors, it may be expedient to make, provided that such provisions
         and modifications will not be prejudicial or adverse to the interests
         of the holders of Series I Exchangeable Shares; or

                                       35
<PAGE>

         (c) making such changes in or corrections to such agreement which, on
         the advice of counsel to the Company, are required for the purpose of
         curing or correcting any defect or clerical omission or mistake or
         manifest error contained therein, provided that the Board of Directors
         shall be of the opinion, after consultation with counsel, that such
         changes or corrections will not be prejudicial to the interests of the
         holders of the Series I Exchangeable Shares.


                                   ARTICLE 10
                               LEGEND; CALL RIGHTS
                               -------------------

SECTION 10.1

         The certificates evidencing the Series I Exchangeable Shares shall
contain or have affixed thereto a legend, in form and on terms approved by the
Board of Directors, with respect to the Call Rights and the Series I
Exchangeable Shares Voting, Exchange and Support Agreement. Moreover, the
following legend will be placed on each certificate endorsing the Adsero Common
Shares:

         "The Securities represented by this certificate have not been
         registered under the Securities Act of 1933 (the "Securities Act") and
         may not be transferred except in compliance with the registration
         provisions of the Securities Act and applicable State securities laws,
         or pursuant to an available exemption from such registration provisions
         and are subject to the Lock-Up Agreement"

SECTION 10.2

         Each holder of a Series I Exchangeable Share, whether of record or
beneficial, by virtue of becoming and being such a holder shall be deemed to
acknowledge each of the Call Rights in favour of Adsero Callco or its assignee
(as provided in the Series I Exchangeable Shares Voting, Exchange and Support
Agreement) and the overriding nature thereof in connection with the liquidation,
dissolution or winding-up of the Company or the retraction of Series I
Exchangeable Shares, as the case may be, and to be bound thereby in favour of
Adsero Callco or its assignee (as provided in the Series I Exchangeable Shares
Voting, Exchange and Support Agreement) as therein provided.

SECTION 10.3

         The Company, Adsero Callco and Adsero as the case may be, shall be
entitled to deduct and withhold from any dividend or consideration otherwise
payable to any holder of Series I Exchangeable Shares such amounts as the
Company, Adsero Callco or Adsero, as the case may be, is required to deduct and
withhold with respect to such payment under the Income Tax Act (Canada), the
United States Internal Revenue Code or any provision of provincial, state, local
or foreign tax law, in each case, as amended. To the extent that amounts are so
withheld, such withheld amounts shall be treated for all purposes hereof as
having been paid to such holder of the Series I Exchangeable Shares in respect
of which such deduction and withholding was made, provided that such withheld
amounts are actually remitted to the appropriate taxing authority. To the extent
that such amount so required to be deducted or withheld from any payment to a
holder exceeds the cash portion of the consideration otherwise

                                       36
<PAGE>

payable to the holder, the Company, Adsero and Adsero Callco, as the case may
be, shall promptly notify the holder and unless such holder remits the
difference in cash to the Company, Adsero or Adsero Callco, as the case may be,
before the tax amount is required to be remitted to the taxing authority, then
the Company, Adsero and Adsero Callco, as the case may be, may sell or otherwise
dispose of such portion of the consideration (including, without limitation, any
of the Adsero Common Shares) as is necessary to provide sufficient funds to the
Company, Adsero and Adsero Callco, as the case may be, to enable it to comply
with such deduction or withholding requirement and the Company, Adsero and
Adsero Callco, as the case may be, shall notify such holder and remit any
unapplied balance of the net proceeds of such sale.

         In order to assist the Company, Adsero and Adsero Callco, as the case
may be, in complying with any such deduction and withholding requirement, the
relevant holder shall, to the extent applicable, deliver to the Company, Adsero
or Adsero Callco, as the case may be, (i) if such holder is an individual, trust
or corporation, a declaration sworn by the individual, a trustee or a director,
as the case may be, before a notary or commissioner for oaths to the effect that
such holder, is not and will not be, on the date of payment, a non-resident of
Canada for the purposes of the Income Tax Act (Canada) or (ii) if such holder is
a partnership1 a declaration sworn by a general partner before a notary or
commissioner for oaths to the effect that such holder is a Canadian partnership,
as defined in the Income Tax Act (Canada).


                                   ARTICLE 11
                                  MISCELLANEOUS
                                  -------------

SECTION 11.1

         Any notice, request or other communication to be given to the Company
by a holder of Series I Exchangeable Shares shall be in writing and shall be
valid and effective if given by mail (postage prepaid) or by telecopy or
delivery to the principal executive offices of the Company or at such other
reasonable place as may be specified by the Board of Directors by notice to the
holders of Series I Exchangeable Shares, and addressed to the attention of the
President. Any such notice, request or other communication, if given by mail,
telecopy, facsimile or delivery, shall only be deemed to have been given and
received on the second Business Day following the date of mailing and, if given
by delivery, shall be deemed to have been given and received on the date of
delivery.

SECTION 11.2

         Any presentation and surrender by a holder of Series I Exchangeable
Shares to the Company of certificates representing Series I Exchangeable Shares
in connection with the liquidation, dissolution or winding-up of the Company or
the retraction of Series I Exchangeable Shares shall be made by registered mail
(postage prepaid) or by delivery to the principal executive offices of the
Company by notice to the holders of Series I Exchangeable Shares addressed to
the attention of the President of the Company. Any such presentation and
surrender of certificates shall only be deemed to have been made and to be
effective upon actual receipt thereof by the Company, as the case may be, and
the method of any such presentation and surrender of certificates shall be at
the sole risk of the holder, mailing the same.

                                       37
<PAGE>

SECTION 11.3

         Any notice request or other communication to be given to a holder of
Series I Exchangeable Shares by or on behalf of the Company shall be in writing
and shall be valid and effective if given by mail (postage prepaid) or by
telecopy or delivery to the address of the holder recorded in the securities
register of the Company or, in the event of the address of any such holder not
being so recorded, then at the last known address of such holder. Any such
notice, request or other communication, if given by mail or telecopy, shall only
be deemed to have been given and received on the second Business Day following
the date of mailing and, if given by delivery, shall be deemed to have been
given and received on the date of delivery.

SECTION 11.4

         For greater certainty, the Company shall not be required for any
purpose under these share provisions to recognize or take account of persons who
are not so recorded in such securities register.

SECTION 11.5

         All Series I Exchangeable Shares acquired by the Company upon the
retraction thereof shall be cancelled.

SECTION 11.6

         Immediately upon the issuance and delivery to a holder of Series I
Exchangeable Shares at any time and from time to time of Adsero Common Shares
and the other Series I Exchangeable Share Consideration (if any) pursuant to any
Call Right, or any Insolvency Exchange Right or Automatic Exchange Right (as
such terms are defined in the Series I Exchangeable Shares Voting, Exchange and
Support Agreement), the Series I Exchangeable Shares which are the subject of
right shall be automatically converted into Common Shares of the Company on a
one-for-one basis and the holder thereof is entitled to receive a certificate or
certificates upon demand representing the Common Shares resulting from such
conversion. All Common Shares issued by the Company in respect of any conversion
of issued and fully paid Series I Exchangeable Shares shall be deemed to be
fully paid and non-assessable.

                                       38
<PAGE>

                                   EXHIBIT "A"
                               RETRACTION REQUEST
                               ------------------

TO:               3091503 Nova Scotia Company (the "Company")
AND TO:           3091732 Nova Scotia Company ("Adsero Callco")

         This notice is given pursuant to Article 6 of the provisions (the
"Series I Exchangeable Share Provisions") attaching to the Series I Exchangeable
Shares of the Company represented by this certificate and all capitalized words
and expressions used in this notice which are defined in the Series I
Exchangeable Share Provisions have the meaning attributed to such words and
expressions in such Series I Exchangeable Share Provisions.

         The undersigned hereby notifies the Company that, subject to the
Retraction Call Right referred to below, the undersigned desires to have the
Company redeem in accordance with Article 6 of the Series I Exchangeable Share
Provisions:

[_]      all share(s) represented by this certificate; or

[_]      _________________________ share(s) only.

         The undersigned hereby notifies the Company that the Retraction Date
shall be ________________________.

NOTE:    The Retraction Date must be a Business Day and must not be less than 10
         days nor more than 30 days after the date upon which this notice is
         received by the Company. In the event that no such Business Day is
         correctly specified above, the Retraction Date shall be deemed to be
         the 30th day (or, if such day is not a Business Day, the first Business
         Day thereafter) after the date on which this notice is received by the
         Company.

         The undersigned acknowledges the overriding Retraction Call Right of
Adsero Callco to purchase all but not less than all the Retracted Shares from
the undersigned and that this notice is and shall be deemed to be a revocable
offer by the undersigned to sell the Retracted Shares to Adsero Callco in
accordance with the Retraction Call Right on the Retraction Date for the price
and on the other terms and conditions set out in the Series I Exchangeable
Shares Voting, Exchange and Support Agreement and in these Exchangeable Share
Provisions. If Adsero Callco determines not to exercise the Retraction Call
Right, the Company will notify the undersigned of such fact as soon as possible.
This notice of retraction, and this offer to sell the Refracted Shares to Adsero
Callco, may be revoked and withdrawn by the undersigned by notice in writing
given to the Company at any time before the close of business on the third
Business Day immediately preceding the Retraction Date.

         The undersigned acknowledges that if, as a result of liquidity or
solvency provisions of applicable law, the Company is unable to redeem all
Retracted Shares, the undersigned will be deemed to have exercised the
Insolvency Exchange Right (as defined in the Series I Exchangeable Shares Voting
Exchange and Support Agreement) so as to require Adsero Callco to purchase the
unredeemed Retracted Shares.

                                       39
<PAGE>

         The undersigned represents and warrants to the Company and Adsero
Callco that the undersigned:

[_]      is
[_]      is not

a non-resident of Canada for purposes of the Income Tax Act (Canada). The
undersigned acknowledges that in the absence of an indication that the
undersigned is not a non-resident of Canada, withholding on account of Canadian
tax may be made from amounts payable to the undersigned from net proceeds of
sale or Adsero Common Shares deliverable on the redemption or purchase of the
Retracted Shares.

         The undersigned hereby represents and warrants to the Company and
Adsero Callco that the undersigned has good title to, and owns, the share(s)
represented by this certificate to be acquired by the Company or Adsero Callco,
as the case may be, free and clear of all liens, hypothecs, pledges, claims,
encumbrances, security interests and adverse claims or interests except pursuant
to the Series I Exchangeable Shares Voting, Exchange and Support Agreement or
these Series I Exchangeable Share Provisions.

 ---------------------                               --------------------------
 (Date)                                              (Signature of Shareholder)


[_]      Please check box if the securities and any cheque(s) resulting from the
         retraction of the Retracted Shares are to be held for pick-up by the
         shareholder at the principal executive office of the Company, failing
         which the securities and any cheque(s) or other non-cash assets will be
         delivered to the shareholder in accordance with the Exchangeable Share
         Provisions.

NOTE:    This panel must be completed and this certificate, together with such
         additional documents as the Company may require, must be deposited with
         the Company at its principal executive office. The securities and any
         cheque(s) resulting from the retraction or purchase of the Retracted
         Shares will be issued and registered in, and made payable to, or
         transferred into, respectively, the name of the shareholder as it
         appears on the register of the Company and the securities and cheque(s)
         resulting from such retraction or purchase will be delivered to the
         shareholder in accordance with these Series I Exchangeable Share
         Provisions.

Name of person in whose name securities or
cheque(s) are to be registered, issued or delivered

(PLEASE PRINT)


 -----------------------------------------
 Street Address or P.0. Box
 City, Province and Postal Code


 -----------------------------------------
 Signature of Shareholder

                                       40
<PAGE>

NOTE:    If this notice of retraction is for less than all of the share(s)
         represented by this certificate, a certificate representing the
         remaining shares of the Company will be issued and registered in the
         name of the shareholder as it appears on the register of the Company,
         unless the Share Transfer Power on the certificate is duly completed in
         respect of such shares.

                                       41
<PAGE>

                                  SCHEDULE "B"
                                  ------------


                    CERTIFICATE OF THE POWERS, DESIGNATIONS,
                            PREFERENCES AND RIGHTS OF
                         SERIES A SPECIAL VOTING SHARES
                                 OF ADSERO CORP.

           Pursuant to Sections 151(g) of the General Corporation Law
                            of the State of Delaware


I, William Smith, the Chief Financial Officer of Adsero Corp., a Delaware
corporation (the "Company"), in accordance with the provisions of Section 103 of
the General Corporation Law of the State of Delaware (the "DGCL"), D0 HEREBY
CERTIFY that, pursuant to the provisions of Section 151 of the DGCL by unanimous
written agreement of the Board of Directors dated December , 2004 in lieu of a
meeting in accordance with Section 141(f) of the DGCL, the following resolutions
were unanimously adopted by the Board of Directors of the Company and pursuant
to authority conferred upon the Board of Directors by the provisions of the
March 19, 2004 Certificate of Amendment to the Certificate of Incorporation of
the Company (the "Certificate of Incorporation"), the Board of Directors of the
Company adopted resolutions providing for the issuance of a series of Preferred
Stock of the Company and fixing the relative powers, designations, preferences,
rights, qualifications, limitations and restrictions of such stock. These
resolutions which remain in full force and effect on the date hereof are as
follows:

                  "RESOLVED, that pursuant to authority expressly granted to and
         vested in the Board of Directors of the Company by the provisions of
         the Certificate of Incorporation, the issuance of a series of Preferred
         Stock of the Company to be designated "Series A Special Voting Shares",
         par value $0.0001 per share, which shall consist of 11,330,000 of the
         20,000,000 shares of Preferred Stock which the Company now has
         authority to issue, be, and the same hereby is authorized, and the
         Board hereby fixes the powers, designations, preferences and relative,
         participating, optional and other rights, and the qualifications,
         limitations and restrictions thereof, of the 11,330,000 shares of such
         series (in addition to the powers, designations, preferences and
         relative, participating, optional or other rights, and the
         qualifications, limitations or restrictions thereof, set forth in the
         Certificate of Incorporation which may be applicable to the Preferred
         Stock of this series) as follows:

                  I.       AUTHORIZED NUMBER AND DESIGNATION. 11,330,000 shares
                           of the Preferred Stock, each share having a par value
                           of $0.0001 of the Company is hereby constituted as a
                           series of the Preferred Stock designated as Series A
                           Special Voting Shares (the "Series A Special Voting
                           Shares").

                  II.      DIVIDENDS AND DISTRIBUTIONS. The holders of Series A
                           Special Voting Shares shall not be entitled to
                           receive on such Series A Special Voting Shares any
                           dividends declared and paid by the Company.

                  III.     VOTING RIGHTS. Except as otherwise required by law or
                           by the Certificate of Incorporation, the holders of
                           record of the Series A Special Voting

                                       42
<PAGE>

                           Shares will be entitled to all of the voting rights,
                           including the right to vote in person or by proxy, of
                           the Series A Special Voting Shares on any matters,
                           questions, proposals or propositions whatsoever that
                           may properly come before the shareholders of the
                           Company at a meeting at which holders of the
                           Company's Common Stock ("Common STOCK") are entitled
                           to vote ("Company Meeting") or with respect to all
                           written consents sought by the Company from its
                           shareholders including the holders of the Company's
                           Common Stock ("Company Consent"). In respect of all
                           matters concerning the Voting Rights, the Series A
                           Special Voting Shares and the Common Stock shall vote
                           as a single class.

                  IV.      REDEMPTION AND ADJUSTMENTS OF SERIES A SPECIAL VOTING
                           SHARES

                           Subject to applicable law, the Company shall
                           automatically redeem Series A Special Voting Shares
                           for an amount per share equal to $0.0001, in direct
                           proportion to, and at the time of, each issuance of
                           shares of the Company's Common Stock, to holders of
                           Series A Special Voting Shares whenever any Series I
                           or Series II Exchangeable Shares held by a holder in
                           the capital of 3091503 Nova Scotia Company at such
                           time is retracted, purchased or exchanged pursuant to
                           a certain Series I or Series II Exchangeable Shares
                           Voting, Exchange and Support Agreement among the
                           Company, YAC Corp., 3091732 Nova Scotia Company,
                           3091503 Nova Scotia Company and the holders of shares
                           as defined in such Series I or Series II Exchangeable
                           Shares Voting, Exchange and Support Agreement. From
                           and after each redemption date, all rights of the
                           holders of redeemed Series A Special Voting Shares
                           shall cease with respect to such shares and such
                           shares shall not hereafter be deemed to be
                           outstanding for any purpose whatsoever. Any such
                           holder shall surrender to the Company, for
                           cancellation, the certificate representing the Series
                           A Special Voting Shares held by such holder being
                           surrendered pursuant to these provisions. If only a
                           part of the Series A Special Voting Shares
                           represented by any certificate surrendered to the
                           Company are to be the cancelled by the Company
                           hereunder, a new certificate for the balance of such
                           Series A Special Voting Shares shall be issued by the
                           Company and delivered to the holder at the expense of
                           the Company.

                  V.       LIQUIDATION PREFERENCE.

                           Upon any liquidation, dissolution or winding up of
                           the Company, whether voluntary or involuntary, and
                           subject to any prior rights of holders of shares of
                           Preferred Stock ranking senior to the Series A
                           Special Voting Shares, the holders of Series A
                           Special Voting Shares shall be paid an amount
                           totaling $0.0001 per share, together with payment to
                           any class of stock ranking equally with the Series A
                           Special Voting Shares, and before payment shall be
                           made to the holders of any stock ranking on
                           liquidation junior to the Series A Special Voting
                           Shares.

                                       43
<PAGE>

                  VI.      RANKING.

                           The Series A Special Voting Shares shall rank junior
                           to all other series of the Company's Preferred Stock,
                           unless the terms of any such series shall provide
                           otherwise.

                  VII.     VETO.

                           As long as any Special Voting Share is outstanding,
                           (i) the Company shall not issue or create any other
                           series of the Preferred Stock which may affect the
                           voting rights of the holders of the Series A Special
                           Voting Shares and (ii) the Company may not take any
                           corporate action that would serve to diminish the
                           voting rights of holders of the Series A Special
                           Voting Shares in a manner different from the voting
                           rights of holders of the Company's Common shares
                           without the prior written consent of persons holding
                           at least 75% of the then outstanding Series A Special
                           Voting Shares.

RESOLVED FURTHER, that the Chief Executive Officer, President or any Vice
President and the Secretary or any Assistant Secretary of the Company be, and
they hereby are authorized and directed to prepare and file (or cause to be
prepared and filed) a Certificate of the Powers, Designations, Preferences and
Rights in accordance with the foregoing resolution and the provisions of the
laws of Delaware and to take such actions as they may deem necessary or
appropriate to carry out the intent of the foregoing resolutions.

IN WITNESS WHEREOF, I have executed and subscribed to this Certificate and do
hereby affirm the foregoing as true under the penalties of perjury this ________
day of _____________, 2004.

ADSERO CORP.


 --------------------------
 William Smith,
 Chief Financial Officer

                                       44

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>ex_10-3.txt
<DESCRIPTION>SERIES II EXCHANGEABLE SHARES AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.3

                                  ADSERO CORP.

                                       and

                                    YAC CORP.

                                       and

                           3091732 NOVA SCOTIA COMPANY
                               AS "ADSERO CALLCO"

                                       and

                           3091503 NOVA SCOTIA COMPANY
                              AS "COMPANY" OR "TAC"

                                       and

                    THE PERSONS WHO HOLD EXCHANGEABLE SHARES
                               OF THE COMPANY AND
                  ARE IDENTIFIED AS "HOLDERS" ON THE SIGNATURE
                                   PAGE HEREOF
                                  AS "HOLDERS"



                          SERIES II EXCHANGEABLE SHARES



                     VOTING, EXCHANGE AND SUPPORT AGREEMENT

<PAGE>
                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION
                         ------------------------------
                                                                          Page #

Section 1.1       Definitions                                                  2
Section 1.2       Interpretation Not Affected by Headings, Etc.                4
Section 1.3       Number, Gender, Etc.                                         4
Section 1.4       Date for Any Action                                          4
Section 1.5       Currency                                                     4

                                    ARTICLE 2
                         SERIES A SPECIAL VOTING SHARES
                         ------------------------------

Section 2.1       Issuance and Ownership of the Series A
                  Special Voting Shares                                        5
Section 2.2       Series A Special Voting Shares Non-Transferable              5
Section 2.3       Series A Special Voting Shares Not to be Pledged             5

                                    ARTICLE 3
                            EXERCISE OF VOTING RIGHTS
                            -------------------------

Section 3.1       Voting Rights                                                5
Section 3.2       Number of Votes                                              5
Section 3.3       Copies of Shareholder Information                            6
Section 3.4       Other Materials                                              6
Section 3.5       Voting by the Holders, and Attendance of
                  Holders' Representatives, at Meeting                         6
Section 3.6       Surrender of Series A Special Voting Shares
                  for Cancellation                                             6
Section 3.7       Surrender of Series A Special Voting Share Certificate       7

                                    ARTICLE 4
                INSOLVENCY EXCHANGE RIGHT AND AUTOMATIC EXCHANGE
                ------------------------------------------------

Section 4.1       Grant and Ownership of the Insolvency Exchange Right         7
Section 4.2       Purchase Price                                               7
Section 4.3       Exercise Instructions                                        7
Section 4.4       Delivery of Exchangeable Share Consideration;
                  Effect of Exercise                                           8
Section 4.5       Exercise of Insolvency Exchange Right Subsequent
                  to Retraction                                                9
Section 4.6       Stamp or Other Transfer Taxes                                9
Section 4.7       Notice of Insolvency Event                                  10
Section 4.8       Automatic Exchange on Liquidation of Adsero                 10
Section 4.9       Call Rights                                                 11

                                    ARTICLE 5
                         CERTAIN RIGHTS OF ADSERO CALLCO
                         TO ACQUIRE EXCHANGEABLE SHARES
                         ------------------------------

Section 5.1       Adsero Callco Liquidation Call Right                        11
Section 5.2       Adsero Callco Retraction Call Right                         12
Section 5.3       Withholding Rights                                          14
Section 5.4       Restrictions on Transfer                                    14

                                        i
<PAGE>
                                   ARTICLE 6
                   REPRESENTATIONS, WARRANTIES AND COVENANTS
                 OF ADSERO, YAC, ADSERO CALLCO AND THE COMPANY
                 ---------------------------------------------
                                                                          Page #

Section 6.1       Covenants of Adsero Regarding Series II
                  Exchangeable Shares                                         15
Section 6.2       Notification of Certain Events                              16
Section 6.3       Delivery of Shares by Adsero                                16
Section 6.4       Delivery of Shares                                          17
Section 6.5       Economic Equivalence                                        17
Section 6.6       Ownership of Outstanding Shares; Voting                     18
Section 6.7       Adsero and Affiliates Not to Vote Exchangeable Shares       18
Section 6.8       Tender Offers, Etc.                                         19
Section 6.9       Representations and Warranties of Adsero, YAC,
                  Adsero Callco and the Company                               19
Section 6.10      Registration and Reservation of Adsero Common
                  Shares                                                      20
Section 6.11      Registration under the U.S. Securities Act of 1933          20
Section 6.12      Allocation of Expenses                                      20

                                   ARTICLE 7
                     AMENDMENTS AND SUPPLEMENTAL AGREEMENTS
                     --------------------------------------

Section 7.1       Amendments, Modifications, Etc.                             20
Section 7.2       Changes in Capital of Adsero and the Company                20

                                    ARTICLE 8
                                   TERMINATION
                                   -----------

Section 8.1       Term                                                        21

                                    ARTICLE 9
                                     GENERAL
                                     -------

Section 9.1       Severability                                                21
Section 9.2       Enurement                                                   21
Section 9.3       Notices to Parties                                          21
Section 9.4       Risk of Payments by Post                                    23
Section 9.5       Counterparts                                                23
Section 9.6       Jurisdiction                                                23
Section 9.7       Language                                                    23

                                     ADDENDA
                                     -------

Schedule "A" - Series II Exchangeable Share Provisions.
Schedule "B" - Rights, Privileges, Restrictions and Conditions Attached to the
               Series A Special Voting Shares.

                                       ii
<PAGE>
                         SERIES II EXCHANGEABLE SHARES


                     VOTING, EXCHANGE AND SUPPORT AGREEMENT

         THIS AGREEMENT is entered into as of January 2, 2005, by Adsero Corp.,
a corporation existing under the laws of the State of Delaware and doing
business as Adsero Corp. ("Adsero"), 3091732 Nova Scotia Company, an unlimited
company existing under the laws of the Province of Nova Scotia ("Adsero
Callco"), 3091503 Nova Scotia Company, an unlimited company existing under the
laws of the Province of Nova Scotia (the `Company"), YAC Corp. ("YAC") and the
persons who hold Preferred Shares of the Company and are Identified as the
"Holders' on the signature page hereof (collectively, the "Holders").

         WHEREAS, pursuant to a Share Purchase Agreement dated as of January 2,
2005, by and among Adsero, the Company, Adsero Callco, YAC, Teckn-O-Laser
Company, Teckn-O-Laser Global Company, the Holders, and other security holders
of the Company named therein (the "Purchase Agreement"), the parties thereto
agreed that on the closing of the transactions contemplated under the Purchase
Agreement, the parties hereto would execute and deliver a Voting, Exchange and
Support Agreement containing the terms and conditions set forth as an Exhibit to
the Purchase Agreement;

         AND WHEREAS pursuant to the Purchase Agreement, the Company has issued
to the Holders certain exchangeable shares of the Company (the "Series II
Exchangeable Shares") having the rights, privileges, restrictions and conditions
set forth in Schedule "A" (collectively, the "Series II Exchangeable Share
Provisions");

         AND WHEREAS the parties desire to make appropriate provision and to
establish a procedure whereby voting rights in Adsero shall be exercisable by
the Holders, and in connection therewith, Adsero is to issue to the Holder of
each Series II Exchangeable Share one preference share in the capital of Adsero,
$0.0001 par value having the rights, privileges, restrictions and conditions set
forth in Schedule "B" attached thereto (collectively the "Series A Special
Voting Shares;

         AND WHEREAS Adsero Callco is to have the right, exercisable upon the
occurrence of certain events, to require the Holders to sell their Series II
Exchangeable Shares to Adsero Callco;

         NOW THEREFORE, in consideration of the respective covenants and
agreements provided in this agreement and for other good and valuable
consideration (including the payment of $1.00 and other valuable consideration
by the Holders to each of Adsero, YAC, Adsero Callco and the Company in
consideration of the right granted to the Holders herein) (the receipt and
sufficiency of which are hereby acknowledged), the parties agree as follows:

                                        1
<PAGE>
                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION
                         ------------------------------

SECTION 1.1       Definitions.

In this agreement, the following terms shall have the following meanings:

         "ACT" means the Companies Act (Nova Scotia), as amended, consolidated
         or reenacted from time to time.

         "ADSERO COMMON SHARES" means the shares of Common Stock, par value
         $0.001 per share, in the capital of Adsero.

         "ADSERO CONSENT" has the meaning provided in Section 3.2 hereof.

         "ADSERO LIQUIDATION PRICE" has the meaning provided in Section 4.8(b)
         hereof.

         "ADSERO MEETING" has the meaning provided in Section 3.2 hereof.

         "AFFILIATE" shall have the meaning ascribed thereto in the Canada
         Business Corporations Act, as amended, consolidated or re-enacted from
         time to time.

         "AUTOMATIC EXCHANGE RIGHTS" means the benefit of the obligation of
         Adsero Callco to effect the automatic exchange of Adsero Common Shares
         for Exchangeable Shares pursuant to Section 4.8 hereof.

         "BOARD OF DIRECTORS" means the board of directors of the Company;

         "BUSINESS DAY" has the meaning provided in the Series II Exchangeable
         Share Provisions.

         "CALL RIGHTS" means, collectively, the Liquidation Call Right and the
         Retraction Call Right; and "Call Right" shall mean any one of such Call
         Rights.

         "CANADIAN DOLLAR EQUIVALENT" has the meaning provided in the Series II
         Exchangeable Share Provisions.

         "DATE OF ISSUANCE" has the meaning provided in Section 5.2(4) hereof.

         "EFFECTIVE DATE" has the meaning provided in the Series II Exchangeable
         Share Provisions.

         "HOLDER(S)" means a Holder who exercises any of the rights provided
         hereunder, as the context requires.

         "HOLDER VOTES" has the meaning provided in Section 3.2 hereto.

         "INSIDER" means (i) an officer or director of Adsero or of a subsidiary
         thereof, (ii) a person beneficially owing ten percent (10%) or more of
         the issued and outstanding

                                        2
<PAGE>
         voting securities of Adsero or (iii) a person that directly or
         indirectly through one or more intermediaries, controls or is
         controlled by, or is under common control with Adsero.

         "INSOLVENCY EVENT" means the institution by the Company of any
         proceeding to be adjudicated a bankrupt or insolvent or to be dissolved
         or wound-up, or the consent of the Company to the institution of
         bankruptcy, insolvency, dissolution or winding-up proceedings against
         it, or the filing of a petition, answer or consent seeking dissolution
         or winding-up under any bankruptcy, insolvency or analogous laws,
         including without limitation the Companies Creditors' Arrangement Act
         (Canada) and the Bankruptcy and Insolvency Act (Canada), and the
         failure by the Company to contest in good faith any such proceedings
         commenced in respect of the Company within 15 days of becoming aware
         thereof, or the consent by the Company to the filing of any such
         petition or to the appointment of a receiver, or the making by the
         Company of a general assignment for the benefit of creditors, or the
         admission in writing by the Company of its inability to pay its debts
         generally as they become due or the failure by the Company to declare
         and pay any dividends as set forth under Article 3 of the Series II
         Exchangeable Share Provisions, or the Company not being permitted,
         pursuant to liquidity or solvency requirements of applicable law, to
         declare any dividend or to redeem any Retracted Shares pursuant to
         Section 6.5 of the Series II Exchangeable Share Provisions.

         "INSOLVENCY EXCHANGE RIGHT" has the meaning provided in Section 4.1(a)
         hereof.

         "LIQUIDATION CALL RIGHT" has the meaning provided in Section 5.1(1)
         hereof.

         "LIQUIDATION EVENT" has the meaning provided in Section 4.8(a) hereof.

         "LIQUIDATION EVENT EFFECTIVE TIME" has the meaning provided in Section
         4.8(b) hereof.

         "OFFICER'S CERTIFICATE" means, with respect to Adsero or the Company, a
         certificate signed on behalf of such entity by any one of the Chairman
         of the Board, the Vice-Chairman of the Board, the Chief Executive
         Officer, the President, the Chief Financial Officer or any Executive
         Vice-President, Senior Vice-President or Vice-President (or the
         officers with equivalent responsibilities) of Adsero or the Company.

         "PERSON" includes an individual, body corporate, partnership, company,
         unincorporated syndicate or organization, trust, trustee, executor,
         administrator and other legal representative.

         "PREFERRED SHARES" means the Preferred Shares of the Company.

         "PURCHASE RIGHT" has the meaning provided in Section 5.2(4) hereof.

         "PURCHASED SHARES" has the meaning provided in Section 5.2(4) hereof.

         "RETRACTED SHARES" has the meaning provided in Section 4.5 and Section
         5.2 hereof, as the context requires.

         "RETRACTION CALL PURCHASE PRICE" has the meaning provided in Section
         5.2(1) hereof.

         "RETRACTION CALL RIGHT" has the meaning provided in Section 5.2(1)
         hereof.

                                        3
<PAGE>
         "RETRACTION DATE" has the meaning provided in the Series II
         Exchangeable Share Provisions.

         "RETRACTION REQUEST" has the meaning provided in the Series II
         Exchangeable Share Provisions.

         "SERIES II EXCHANGEABLE SHARE CONSIDERATION" has the meaning provided
         in the Series II Exchangeable Share Provisions.

         "SERIES II EXCHANGEABLE SHARE PROVISIONS" are as described in Schedule
         "A" hereto.

         "SERIES II EXCHANGEABLE SHARES" has the meaning provided in the Series
         II Exchangeable Share Provisions.

         "SERIES A SPECIAL VOTING SHARES" has the meaning provided in Schedule
         "B" hereto.

         "SUBSIDIARY" has the meaning provided in the Series II Exchangeable
         Share Provisions.

         "VOTING RIGHTS" means the voting rights attached to the Series A
         Special Voting Shares as set forth in Schedule "B" hereto.

SECTION 1.2       Interpretation Not Affected by Headings, Etc.

         The division of this agreement into articles, Sections and paragraphs
and the insertion of headings are for convenience of reference only and shall
not affect the construction or interpretation of this agreement.

SECTION 1.3       Number, Gender, Etc.

         Words importing the singular number only shall include the plural and
vice versa. Words importing the use of any gender shall include all genders.

SECTION 1.4       Date for Any Action.

         If any date on which any action is required to be taken under this
agreement is not a Business Day, such action shall be required to be taken on
the next succeeding Business Day.

SECTION 1.5       Currency

         All amounts in this agreement and its Schedule "A" (but excluding
Schedule "B") are in Canadian currency, while all amounts in Schedule "B" are in
US currency.

                                        4
<PAGE>
                                    ARTICLE 2
                         SERIES A SPECIAL VOTING SHARES
                         ------------------------------

SECTION 2.1       Issuance and Ownership of the Series A Special Voting Shares.

         Concomitantly with the issuance of each Series II Exchangeable Share by
the Company, Adsero will issue to each Holder one Series A Special Voting Share
to be hereafter held of record by each Holder. Adsero hereby acknowledges
receipt from each Holder of $1.00 and other good and valuable consideration (and
the adequacy thereof) for the issuance of any number of Series A Special Voting
Shares by Adsero to each Holder.

SECTION 2.2       Series A Special Voting Shares Non-Transferable.

         The Holders shall not sell, transfer or otherwise dispose of the Series
A Special Voting Shares, provided, however that upon any sale, exchange or other
disposition of Series II Exchangeable Shares by a Holder permitted pursuant to
Section 5.4 hereof, the Holder shall transfer an equivalent number of Series A
Special Voting Shares to Adsero for cancellation.

SECTION 2.3       Series A Special Voting Shares Not to be  Pledged.

         The Holders shall not pledge, charge, hypothecate, grant a security
interest in, otherwise encumber or create any lien or adverse claim in respect
of the Series A Special Voting Shares.


                                    ARTICLE 3
                            EXERCISE OF VOTING RIGHTS
                            -------------------------

SECTION 3.1       Voting Rights.

         The Holders, as the holders of record of the Series A Special Voting
Shares, shall be entitled to all of the Voting Rights, including the right to
consent to or to vote, in person or by proxy, the Series A Special Voting
Shares, on any matter, question or proposition whatsoever that may properly come
before the shareholders of Adsero at an Adsero Meeting or in connection with an
Adsero Consent. Except for the Voting Rights, the Holders shall not be entitled
to any other voting rights, entitlements or privileges in their capacity as the
holders of the Series A Special Voting Shares.

SECTION 3.2       Number of Votes.

         With respect to all meetings of shareholders of Adsero at which holders
of Adsero Common Shares are entitled to vote (an "Adsero Meeting") and with
respect to all written consents sought by Adsero including the holders of Adsero
Common Shares (an "Adsero Consent"), each Holder shall be entitled to cast and
exercise a number of votes equal to the number of Series A Special Voting Shares
owned of record by such Holder on the record date established by Adsero or by
applicable law for such Adsero Meeting or Adsero Consent, as the case may be,
(the "Holder Votes') in respect of each matter, question or proposition to be
voted on at such Adsero Meeting or to be consented to in connection with such
Adsero Consent.

         For the purpose of determining the Holder Votes to which each Holder is
entitled in respect of any such Adsero Meeting or Adsero Consent, the number of
Series A Special Voting

                                        5
<PAGE>

Shares owned of record by such Holder shall be determined at the close of
business on the record date established by Adsero or by applicable law for
purposes of determining shareholders entitled to vote at such Adsero Meeting or
to give written consent in connection with such Adsero Consent. With respect to
each Adsero Meeting and Adsero Consent, Adsero shall mail or cause to be mailed
(or otherwise communicate in the same manner as Adsero uses in communications to
holders of Adsero Common Shares) to the Holders on the same day as the initial
mailing or notice (or other communication) with respect thereto is given by
Adsero to holders of Adsero Common Shares, a copy of such notice, together with
any proxy or information statement and related materials provided to holders of
Adsero Common Shares.

SECTION 3.3       Copies of Shareholder Information.

         Adsero shall mail or cause to be mailed (or otherwise communicate in
the same manner as Adsero uses in communications to holders of Adsero Common
Shares) to the Holders copies of all proxy materials (including notices of
Adsero Meetings), information statements, reports (including without limitation
all interim and annual financial statements) and other written communications
that are distributed from time to time to holders of Adsero Common Shares at the
same time as such materials are first sent to holders of Adsero Common Shares.

SECTION 3.4       Other Materials.

         Immediately after receipt by Adsero of any material sent or given
generally to the holders of Adsero Common Shares by or on behalf of a third
party, including without limitation dissident proxy and information circulars
(and related information and material) and tender and exchange offer circulars
(and related information and material), Adsero shall obtain and deliver to the
Holders copies thereof as soon as possible thereafter.

SECTION 3.5       Voting by the Holders, and Attendance of Holders'
                  Representatives at Meeting.

Adsero warrants and represents that provisions substantially similar to the
provisions included in subparagraph (a) and (b) below are included in its
by-laws or other binding internal documents:

(a)      In connection with each Adsero Meeting and Adsero Consent, each Holder
         may exercise, either in person or by proxy, the Holder Votes as to
         which such Holder is entitled to vote.

(b)      At any Adsero Meeting, a representative of each Holder shall have the
         same rights as any holder of Adsero Common Shares to speak at the
         meeting in respect of any matter, question or proposition, to vote by
         way of ballot at the meeting in respect of any matter, question or
         proposition and to vote at such meeting by way of a show of hands in
         respect of any matter, question or proposition.

SECTION 3.6       Surrender of Series A Special Voting Shares for Cancellation

         Upon receipt of the Series II Exchangeable Share Consideration by a
Holder of a Series II Exchangeable Share for any reason, such Holder shall
immediately surrender for cancellation, to Adsero, a number of Series A Special
Voting Shares equal to the number of Series II Exchangeable Shares then
transferred or cancelled.

                                        6
<PAGE>

SECTION 3.7       Surrender of Series A Special Voting Share Certificate.

         Contemporaneously with the completion of any transaction pursuant to
which any Series II Exchangeable Share held by a Holder at such time is
retracted, redeemed, purchased or exchanged, such Holder shall surrender to
Adsero, for cancellation, the certificate representing the Series A Special
Voting Shares held by such Holder being surrendered pursuant to Section 3.6
above. If only a part of the Series A Special Voting Shares represented by any
certificate surrendered to Adsero are to be cancelled by Adsero hereunder, a new
certificate for the balance of such Series A Special Voting Shares shall be
issued by Adsero and delivered to the Holder at the expense of Adsero.


                                    ARTICLE 4
                INSOLVENCY EXCHANGE RIGHT AND AUTOMATIC EXCHANGE
                ------------------------------------------------

SECTION 4.1       Grant and Ownership of the Insolvency Exchange Right.

         Subject to the last sentence of this Section 4.1, at any point in time
after the issuance of any Series II Exchangeable Share, Adsero Callco hereby
grants to each Holder:

(a) the right (the "Insolvency Exchange Right"), upon the occurrence and during
the continuance of an Insolvency Event, to require Adsero Callco to purchase
from the Holder all or any part of the Series II Exchangeable Shares held by the
Holder. The Insolvency Exchange Right may only be exercised by a Holder if the
Insolvency Event relates to the Company; and

(b) the Automatic Exchange Right,

all in accordance with the provisions of this agreement and the Series II
Exchangeable Share Provisions, as the case may be.

SECTION 4.2       Purchase Price.

         The purchase price payable by Adsero Callco for each Series II
Exchangeable Share to be purchased by Adsero Callco under the Insolvency
Exchange Right shall be an amount equal to the applicable Series II Exchangeable
Share Consideration on the last Business Day prior to the day of closing of the
purchase and sale of such Series II Exchangeable Share under the Insolvency
Exchange Right. In connection with each exercise of the Insolvency Exchange
Right, Adsero will provide to the Holder an Officer's Certificate setting forth
the calculation of the applicable Series II Exchangeable Share Consideration.
The applicable Series II Exchangeable Share Consideration for each such Series
II Exchangeable Share so purchased shall be satisfied by the delivery by Adsero
Callco, to the Holder exercising the Insolvency Exchange Right, of the
applicable Series II Exchangeable Share Consideration [less any amounts properly
withheld pursuant to Section 5.3 hereof, if any].

SECTION 4.3       Exercise Instructions.

(1)      Subject to the terms and conditions set forth in Section 4.1 and the
other terms and conditions set forth herein, each Holder shall be entitled, upon
the occurrence and during the continuance of an Insolvency Event, to exercise
the Insolvency Exchange Right with respect to all or any part of the Series II
Exchangeable Shares registered in the name of the Holder on the

                                        7
<PAGE>

books of the Company. To cause the exercise of the Insolvency Exchange Right,
the Holder shall deliver to Adsero Callco, in person or by certified or
registered mail, at its head office or at such other places as Adsero Callco may
from time to time designate by written notice to the Holder, with a copy to the
Company, at its principal executive office, the certificates representing the
Series II Exchangeable Shares which the Holder desires Adsero Callco to purchase
duly endorsed for transfer to Adsero Callco, and accompanied by such other
documents and instruments as may be required to effect a transfer of Series II
Exchangeable Shares under the Act and the constating documents of the Company,
together with:

         (a)      a duly completed form of notice of exercise of the Insolvency
Exchange Right, contained on the reverse of or attached to the Series II
Exchangeable Share certificates, stating:

                  (i)      that the Holder is exercising the Insolvency
                  Exchange Right so as to require Adsero Callco to purchase from
                  the Holder the number of Series II Exchangeable Shares
                  specified therein;

                  (ii)     that the Holder has good title to and owns all
                  such Series II Exchangeable Shares to be acquired by Adsero
                  Callco free and clear of all liens, hypothecs, pledges,
                  encumbrances, security interests, options, restrictions,
                  proxies and. adverse claims except as set forth herein and in
                  the Series II Exchangeable Share Provisions; and

                  (iii)    the address of the Persons to whom the Series
                  II Exchangeable Share Consideration should be delivered; and

         (b)      payment (or evidence satisfactory to the Company
and Adsero Callco if payment) of the taxes (if any) payable as contemplated by
Section 4.6 hereof.

(2)      If only a part of the Series II Exchangeable Shares represented by
any certificate delivered to Adsero Callco is to be purchased by Adsero Callco
under the Insolvency Exchange Right, a new certificate for the balance of such
Series II Exchangeable Shares shall be issued to the Holder at the expense of
the Company.

SECTION 4.4       Delivery of Exchangeable Share Consideration;
                  Effect of Exercise.

         Promptly after receipt of the Series II certificates
representing the Series II Exchangeable Shares which the Holder desires Adsero
Callco to purchase under the Insolvency Exchange Right (together with such
documents and instruments of transfer and a duly completed form of notice of
exercise of the Insolvency Exchange Right), duly endorsed for transfer to Adsero
Callco, which notice to Adsero Callco and the Company shall constitute exercise
of the Insolvency Exchange Right by the Holder, Adsero Callco shall promptly
thereafter transfer to the Holder the Series II Exchangeable Share Consideration
deliverable in connection with the exercise of the Insolvency Exchange Right
less any amounts properly withheld pursuant to Section 5.3 hereof; provided,
however, that no such delivery shall be made unless and until the Holder shall
have paid (or provided evidence satisfactory to the Company and Adsero Callco of
the payment of) the taxes (if any) payable as contemplated by Section 4.6
hereof. Immediately upon the giving of notice by the Holder to Adsero Callco and
the Company of the exercise of the Insolvency Exchange Right, as provided in
this Section 4.4, the Holder shall be deemed to have transferred to Adsero
Callco all of its right, title and interest in and to such Series II
Exchangeable Shares, shall cease to be a holder of such Series II Exchangeable

                                        8
<PAGE>

Shares and shall not be entitled to exercise any of the rights of a holder in
respect thereof, other than the right to receive the purchase price therefor
unless the Series II Exchangeable Share Consideration is not delivered by Adsero
Callco to the Holder by the date specified, in which case the rights of the
Holder shall remain unaffected until such Series II Exchangeable Share
Consideration is delivered by Adsero Callco and any cheque included therein is
paid. Notwithstanding the foregoing, until the Series II Exchangeable Share
Consideration is delivered to the Holder, the Holder shall be deemed to be a
holder of the sold Series II Exchangeable Shares for purposes of any right with
respect thereto under this agreement. For greater certainty, Section 3.6 applies
herewith.

SECTION 4.5       Exercise of Insolvency Exchange Right Subsequent to
                  Retraction.

         In the event that a Holder has exercised its right under Article 6 of
the Series II Exchangeable Share Provisions to require the Company to redeem any
or all of the Series II Exchangeable Shares held by the Holder (such number of
Series II Exchangeable Shares so required to be redeemed being hereinafter
collectively referred to as the "Retracted Shares") and is notified by the
Company pursuant to Section 6.5 of the Series II Exchangeable Share Provisions
that the Company will not be permitted as a result of liquidity or solvency
requirements or other provisions of applicable law to redeem all such Retracted
Shares, subject to receipt by such Holder of written notice to that effect from
the Company and provided that the Retraction Call Right with respect to the
Retracted Shares shall not have been exercised, the Retraction Request will
constitute, and will be deemed to constitute, notice from such Holder to Adsero
Callco that such Holder is exercising the Insolvency Exchange Right with respect
to those Retracted Shares which the Company is not permitted by applicable law
to redeem. In any such event, the Company hereby agrees with such Holder
immediately to notify such Holder of such prohibition against the Company
redeeming all of the Retracted Shares and immediately to forward or cause to be
forwarded to Adsero Callco all relevant materials delivered by such Holder to
the Company (including without limitation a copy of the Retraction Request
delivered pursuant to Section 6.1 of the Series II Exchangeable Share
Provisions) in connection with such proposed redemption of the Retracted Shares,
and Adsero Callco will thereupon purchase such shares in accordance with the
provisions of this Article 4.

SECTION 4.6       Stamp or Other Transfer Taxes.

         Upon any sale of Series II Exchangeable Shares to Adsero Callco
pursuant to the Insolvency Exchange Right or the Automatic Exchange Rights, the
share certificate representing Adsero Common Shares to be delivered in
connection with the payment of the total purchase price therefor shall be issued
in the name of the Holder without charge to the Holder, provided, however, that
the Holder:

         (a) shall pay (and none of Adsero Callco or the Company shall be
         required to pay) any documentary, stamp, transfer or other similar
         taxes that may be payable in respect of any such transfer; or

         (b) shall have established to the satisfaction of the Adsero Callco and
         the Company acting reasonably that such taxes, if any, have been paid.

                                        9
<PAGE>

SECTION 4.7       Notice of Insolvency Event.

         Promptly following the occurrence of an Insolvency Event, or any event
         which with the giving of notice or the passage of time or both would be
         an Insolvency Event, Adsero and the Company shall give written notice
         thereof to the Holders.

SECTION 4.8       Automatic Exchange on Liquidation of Adsero.

         (a) Adsero will give the Holders written notice of each of the
         following events (each, a "Liquidation Event") at the time set forth
         below:

                  (i)      in the event of any determination by the board of
                           directors of Adsero to institute voluntary
                           liquidation, dissolution or winding-up proceedings
                           with respect to Adsero or to effect any other
                           distribution of assets of Adsero among its
                           stockholders for the purpose of winding up its
                           affairs at least ten days prior to the proposed
                           effective date of such liquidation, dissolution,
                           winding-up or other distribution;

                  (ii)     the sale of all or substantially all of the assets of
                           Adsero; and

                  (iii)    immediately, upon the earlier of:

                           (A) receipt by Adsero of notice of; and

                           (B) Adsero otherwise becoming aware of,

                  any instituted claim, suit, petition or other proceedings with
                  respect to the involuntary liquidation, dissolution or
                  winding-up of Adsero or to effect any other distribution of
                  assets of Adsero among its stockholders for the purpose of
                  winding up its affairs, provided, however, that such shall
                  only be a Liquidation Event if Adsero has failed to contest in
                  good faith any such proceeding commenced in respect of Adsero
                  within 30 days of becoming aware thereof.

         (b) In order that the Holders will be able to participate on a pro rata
         basis with the holders of Adsero Common Shares in the distribution of
         assets of Adsero in connection with a Liquidation Event, immediately
         prior to the effective time (the `Liquidation Event Effective Time") of
         a Liquidation Event, all of the then outstanding Series II Exchangeable
         Shares shall be automatically exchanged for Adsero Common Shares as
         contemplated in the definition of Series II Exchangeable Share
         Consideration and shall also be entitled to the remaining Series II
         Exchangeable Share Consideration, if any. To effect such automatic
         exchange, Adsero Callco shall be deemed to have purchased each Series
         II Exchangeable Share outstanding immediately prior to the Liquidation
         Event Effective Time held by the Holders, and the Holders shall be
         deemed to have sold the Series II Exchangeable Shares held by them at
         such time, for a purchase price per share equal to the Series II
         Exchangeable Share Consideration applicable at the Liquidation Event
         Effective Time (the "Adsero Liquidation Price"). Moreover, the Holder
         shall be deemed immediately to be Holder of a number of Adsero Common
         Shares to be delivered as part of the Series II Exchangeable Share
         Consideration and to be entitled to exercise all rights related
         thereto. Adsero further acknowledges that if a certificate representing
         the Adsero Common Shares issued to a Holder pursuant to Article 4 is
         not

                                       10
<PAGE>

         promptly delivered to such Holder as contemplated herein, then such
         Holder shall be entitled to pursue any remedy under this Agreement, the
         Adsero Common Shares or the applicable law as if such share certificate
         had been duly issued and delivered to such Holder and registered in the
         records of Adsero. In connection with such automatic exchange, Adsero
         will provide to the Holders an Officer's Certificate setting forth the
         calculation of the Adsero Liquidation Price.

         (c) Immediately prior to the Liquidation Event Effective Time, the
         Holders shall be deemed to have transferred to Adsero Callco all of
         their right, title and interest in and to such Series II Exchangeable
         Shares and shall cease to be holders of such Series II Exchangeable
         Shares, and Adsero Callco shall transfer and deliver to the Holders the
         Series II Exchangeable Share Consideration representing the Holders'
         total Adsero Liquidation Price less any amounts properly withheld
         pursuant to Section 5.3 hereof. Upon the surrender by a Holder of
         certificates representing the transferred Series II Exchangeable
         Shares, duly endorsed for transfer to Adsero Callco and accompanied by
         such instruments of transfer as Adsero Callco may reasonably require,
         Adsero Callco shall deliver or cause to be delivered to the Holder
         certificates representing the Adsero Common Shares of which such Holder
         is the holder. Notwithstanding the foregoing, until such Holder is
         actually entered on the register of holders of Adsero Common Shares,
         such Holder shall be deemed to still be a holder of the transferred
         Series II Exchangeable Shares for purposes of all rights with respect
         thereto under this agreement

SECTION 4.9       Call Rights.

         The Holders and the Company hereby acknowledge the Call Rights in
favour of Adsero Callco and further agree that the Call Rights (i) are granted
to Adsero Callco by the Holders in partial consideration of the obligations of
Adsero under the Purchase Agreement; and (ii) may be assigned at any time and
from time to time by Adsero Callco in whole or in part upon written notice to
the Holders provided that:

                  (x)      such assignee acknowledges in writing the Series II
                           Exchangeable Share Provisions and agrees to be bound
                           by the terms of this agreement; and

                  (y)      notwithstanding such assignment, Adsero Callco shall
                           remain solidarily (jointly and severally) liable with
                           such assignee in respect of the obligations of such
                           assignee in connection with the exercise of any of
                           the Call Rights.


                                    ARTICLE 5
         CERTAIN RIGHTS OF ADSERO CALLCO TO ACQUIRE EXCHANGEABLE SHARES
         --------------------------------------------------------------

SECTION 5.1       Adsero Callco Liquidation Call Right.

(1)      At any point in time after the issuance of a Series II Exchangeable
Share, Adsero Callco shall have the overriding right (the "Liquidation Call
Right"), in the event of the proposed liquidation, dissolution or winding-up of
the Company pursuant to Article 5 of the Series II Exchangeable Share
Provisions, to purchase from the Holders who hold the Series II

                                       11
<PAGE>

Exchangeable Shares in the Company on the Liquidation Date (as defined therein)
all but not less than all of the Series II Exchangeable Shares held by the
Holders on payment by Adsero Callco of an amount per share (the "Liquidation
Call Purchase Price') equal to the Series II Exchangeable Share Consideration
applicable on the last Business Day prior to the Liquidation Date, which shall
be satisfied in full by Adsero Callco delivering or causing to be delivered to
the Holders the Series II Exchangeable Share Consideration representing the
Holders' total Liquidation Call Purchase Price less any amounts withheld
pursuant to Section 5.3 hereof. In the event of the exercise of the Liquidation
Call Right by Adsero Callco as aforesaid, each Holder shall be obligated to sell
all of the Series II Exchangeable Shares held by the Holder to Adsero Callco on
the Liquidation Date on payment by Adsero Callco to the Holder of the
Liquidation Call Purchase Price for each such share, and provided Adsero Callco
completes such purchase, the Company shall have no obligation to redeem such
shares so purchased by Adsero Callco.

(2)      To exercise the Liquidation Call Right, Adsero Callco must notify the
Company and the Holders of Adsero Callco's intention to exercise such right at
least 30 days before the Liquidation Date in the case of a voluntary
liquidation, dissolution or winding-up of the Company and at least five Business
Days before the Liquidation Date in the case of an involuntary liquidation,
dissolution or winding-up of the Company. The Company will notify the Holders as
to whether or not Adsero Callco has exercised the Liquidation Call Right
forthwith after the expiry of the period during which the same may be exercised
by Adsero Callco. If Adsero Callco exercises the Liquidation Call Right, then on
the Liquidation Date Adsero Callco will purchase and each Holder will sell all
of the Series II Exchangeable Shares then held by the Holder for a price per
share equal to the Liquidation Call Purchase Price, which price shall be
satisfied in the manner set forth in Section 5.1(1) hereof.

(3)      For the purposes of completing the purchase of the Series II
Exchangeable Shares pursuant to the Liquidation Call Right, Adsero Callco shall
deliver to each Holder, on or before the Liquidation Date, the Series II
Exchangeable Share Consideration in payment of the total Liquidation Call
Purchase Price (less any amounts properly withheld pursuant to Section 5.4
hereof) upon presentation and surrender by the Holders of certificates
representing the Series II Exchangeable Shares held by the Holder, together with
such other documents and instruments as may be required to effect a transfer of
Series II Exchangeable Shares under the Act and the constating documents of the
Company and such additional documents and instruments as Adsero Callco may
reasonably require. If Adsero Callco does not exercise the Liquidation Call
Right in the manner described above, then on the Liquidation Date the Holders
will be entitled to receive in exchange therefor the liquidation price otherwise
payable by the Company, in connection with the liquidation, dissolution or
winding-up of the Company pursuant to Article 5 of the Series II Exchangeable
Share Provisions.

SECTION 5.2       Adsero Callco Retraction Call Right.

(1)      Adsero Callco shall have the overriding right, notwithstanding the
proposed retraction of any Series II Exchangeable Shares by a Holder pursuant to
Article 6 of the Series II Exchangeable Share Provisions, to purchase from such
Holder on such Retraction Date a number of Series II Exchangeable Shares that
such Holder has requested to be redeemed by the Company (the "Retracted Shares")
held by such Holder on payment by Adsero Callco to such Holder of an amount per
Retracted Share (the "Retraction Call Purchase Price") equal to the Series II
Exchangeable Share Consideration applicable on the last Business Day prior to
the Retraction Date, which shall be satisfied in full by Adsero Callco
delivering or causing to be

                                       12
<PAGE>

delivered to such Holder, the Series II Exchangeable Share Consideration, less
any amounts properly withheld pursuant to Section 5.3 hereof. In the event of
the exercise of the Retraction Call Right by Adsero Callco, such Holder shall be
obligated to sell all of the Retracted Shares held by such Holder to Adsero
Callco on the Retraction Date on payment by Adsero Callco to such Holder of the
Retraction Call Purchase Price for each such share, less any amounts withheld
pursuant to Section 5.3 hereof, and the Company shall have no obligation to
redeem such shares so purchased by Adsero Callco.

(2)      Upon receipt by the Company of a Retraction Request, the Company shall
immediately notify Adsero Callco thereof. To exercise the Retraction Call Right,
Adsero Callco must notify the Company and the Holders of Adsero Callco's
intention to exercise such right within ten days of such notification to Adsero
Callco by the Company of receipt of the Retraction Request. The Company will
notify such Holders as to whether or not Adsero Callco has exercised the
Retraction Call Right forthwith after the expiry of the period during which the
same may be exercised by Adsero Callco. If Adsero Callco exercises the
Retraction Call Right, and provided that the Retraction Request is not revoked
by the Holder in the manner specified in Section 6.6 of the Series II
Exchangeable Share Provisions, the Retraction Request shall thereupon be
considered only to be an offer by the Holder to sell such Retracted Shares to
Adsero Callco in accordance with the Retraction Call Right, and on the
Retraction Date Adsero Callco will purchase and each Holder will sell such
Retracted Shares for a price per share equal to the Retraction Call Purchase
Price which price shall be satisfied in the manner set forth in Section 5.2(1)
hereof.

(3)      For the purposes of completing the purchase of the Retracted Shares
pursuant to the Retraction Call Right, Adsero Callco shall deliver to each
Holder, on or before the Retraction Date, the Series II Exchangeable Share
Consideration in payment of the total Retraction Call Purchase Price (less any
amounts withheld pursuant to Section 5.3 hereof) upon presentation and surrender
by the Holders of certificates representing such Retracted Shares, together with
such other documents and instruments as may be required to effect a transfer of
Retracted Shares under the Act and the constating documents of the Company. If
Adsero Callco does not exercise the Retraction Call Right in the manner
described above, then on the Retraction Date such Holder will be entitled to
receive in exchange therefor the Retraction Call Purchase Price otherwise
payable by the Company in connection with the retraction of the Retracted Shares
pursuant to Article 6 of the Series II Exchangeable Share Provisions.

(4)      At any point in time during the first ninety (90) days after the
date of issuance (the "Date of Issuance") of any Series II Exchangeable Share
but not later, and in addition to the right granted to Adsero Callco pursuant to
Section 5.2(1) hereof, Adsero Callco shall have the overriding right (the
"Purchase Right") to purchase from such Holder a number of Series II
Exchangeable Shares equal to a maximum of one-half of any such shares issued on
any Date of Issuance (the "Purchased Shares") on payment by Adsero Callco to
such Holder of an amount of $0.50 per Purchased Share (the "Purchase Price"),
which shall be satisfied in full by Adsero Callco by cheque payable forthwith to
the Holder, less any amounts properly withheld pursuant to Section 5.3 hereof,
if any. In the event of the exercise of the Purchase Right by Adsero Callco,
such Holder shall be obligated to sell all the Purchased Shares held by such
Holder to Adsero Callco on payment by Adsero Callco to such Holder of the
Purchase Price for each such Purchased Share, less any amounts withheld pursuant
to Section 5.3 hereof, and the Company shall have no obligation to redeem such
shares so purchased by Adsero Callco.

                                       13
<PAGE>

SECTION 5.3       Withholding Rights.

         The Company, Adsero Callco and Adsero, as the case may be, shall be
entitled to deduct and withhold from any dividend or consideration otherwise
payable to any Holder such amounts as the Company, Adsero Callco or Adsero, as
the case may be, is required to deduct and withhold with respect to such payment
under the Income Tax Act (Canada), the United States Internal Revenue Code or
any provision of provincial, state, local or foreign tax law, in each case, as
amended. To the extent that amounts are so withheld, such withheld amounts shall
be treated for all purposes hereof as having been paid to such Holder of the
Series II Exchangeable Shares in respect of which such deduction and withholding
was made, provided that such withheld amounts are actually remitted to the
appropriate taxing authority. To the extent that such amount so required to be
deducted or withheld from any payment to a Holder exceeds the cash portion of
the consideration otherwise payable to the Holder, the Company, Adsero and
Adsero Callco, as the case may be, shall promptly notify the Holder and unless
such Holder remits the difference in cash to the Company, Adsero or Adsero
Callco, as the case may be, before the tax amount is required to be remitted to
the taxing authority, then the Company, Adsero and Adsero Callco, as the case
may be, may sell or otherwise dispose of such portion of the consideration
(including, without limitation, any of the Adsero Common Shares) as is necessary
to provide sufficient funds to the Company, Adsero and Adsero Callco, as the
case may be, to enable it to comply with such deduction or withholding
requirement and the Company, Adsero and Adsero Callco, as the case may be, shall
notify such Holder and remit any unapplied balance of the net proceeds of such
sale.

         In order to assist the Company, Adsero and Adsero Callco, as the case
may be, in complying with any such deduction and withholding requirement, the
Holder shall, to the extent applicable, deliver to the Company, Adsero or Adsero
Callco, as the case may be, (i) if such Holder is an individual, trust or
corporation, a declaration sworn by the individual, a trustee or a director, as
the case may be, before a notary or commissioner for oaths to the effect that
such Holder, is not and will not be, on the date of payment, a non-resident of
Canada for the purposes of the Income Tax Act (Canada) or (ii) if such Holder is
a partnership, a declaration sworn by a general partner before a notary or
commissioner for oaths to the effect that such Holder is a Canadian partnership,
as defined in the Income Tax Act (Canada).

SECTION 5.4       Restrictions on Transfer

         No Holder shall Transfer any Series II Exchangeable Shares (or any
other securities of the Company received on account of the Holder's ownership of
Series II Exchangeable Shares) unless such Transfer is (i) a Transfer of Series
II Exchangeable Shares by such Holder for the Series II Exchangeable Share
Consideration pursuant to the terms of this agreement or the Series II
Exchangeable Share Provisions or (ii) is a Transfer approved by the Board of
Directors, which approval may be withheld for any reason. As used above, the
term "Transfer" includes the making of any sale, exchange, assignment,
hypothecation, gift, security interest, pledge or other encumbrance, or any
contract therefor, any voting trust or other agreement or arrangement with
respect to the transfer of voting rights or any other beneficial interest in
such securities, the creation of any other claim thereto or any other transfer
or disposition whatsoever, whether voluntary or involuntary, affecting the
right, title, interest or possession in or to such securities.

                                       14
<PAGE>
                                    ARTICLE 6
                    REPRESENTATIONS, WARRANTIES AND COVENANTS
                  OF ADSERO, YAC, ADSERO CALLCO AND THE COMPANY
                  ---------------------------------------------

SECTION 6.1       Covenants of Adsero Regarding Series II Exchangeable Shares.

         So long as any Series II Exchangeable Shares are outstanding and so
long as any Series II Exchangeable Shares can be issued as a result of the
conversion of any issued and outstanding Preferred Share, Adsero will and will,
in the case of Section 6.1(c), (d), (e), (f) and (g) cause its Subsidiaries to:

         (a) not declare or pay any dividend on the Adsero Common Shares unless
         (i) the Company shall declare or pay, as the case may be, an equivalent
         dividend (as provided for in the Series II Exchangeable Share
         Provisions) on the Series II Exchangeable Shares and (ii) the Company
         shall have sufficient money or other assets or authorized but unissued
         securities available to enable the due declaration and the due and
         punctual payment, in accordance with applicable law, of any such
         dividend on the Series II Exchangeable Shares;

         (b) advise each of the Company and the Holders sufficiently in advance
         of the declaration by Adsero of any dividend on Adsero Common Shares
         and take all such other actions as are reasonably necessary, in
         co-operation with the Company to ensure that the respective declaration
         date, record date and payment date for a dividend on the Series II
         Exchangeable Shares shall, subject to applicable law, be the same as
         the declaration date, record date and payment date for the
         corresponding dividend on the Adsero Common Shares;

         (c) not permit the Company to issue any further Series II Exchangeable
         Shares, or any other shares of the Company having an attribute which
         permits the holders thereof to exchange or convert into shares of
         Adsero or any Affiliate of Adsero;

         (d) enable, cause and permit the Company, in accordance with and
         subject to applicable law, to pay and otherwise perform its obligations
         with respect to the satisfaction of the Series II Exchangeable Share
         Consideration representing the Liquidation Amount in respect of each
         issued and outstanding Series II Exchangeable Share upon the
         liquidation, dissolution or winding-up of the Company or any other
         distribution of the assets of the Company for the purpose of winding up
         its affairs, including without limitation all such actions and all such
         things as are reasonably necessary or, in Adsero's judgment's
         desirable, to enable and permit the Company to cause to be delivered
         Adsero Common Shares to the Holders in accordance with the provisions
         of Article 5 of the Series II Exchangeable Share Provisions;

         (e) enable, cause and permit the Company in accordance with and subject
         to applicable law, to pay and otherwise perform its obligations with
         respect to the satisfaction of the Series II Exchangeable Share
         Consideration representing the Retraction Price, as defined in the
         Series II Exchangeable Share Provisions including, without limitation
         to enable and permit the Company to cause to be delivered Adsero Common
         Shares to the Holders upon the retraction of the Series II Exchangeable
         Shares in accordance with the provisions of Article 6 of the Series II
         Exchangeable Share Provisions;

                                       15
<PAGE>

         (f) enable and permit Adsero Callco and any assignee of Adsero Callco,
         in accordance with applicable law, to perform its obligations arising
         upon the exercise by it of any Call Right, including without limitation
         to enable and permit Adsero Callco to cause to be delivered Adsero
         Common Shares to the Holders in accordance with the provisions of any
         Call Right as the case may be; and

         (g) not consent to nor exercise its vote as a member of the Company to
         initiate or permit the voluntary liquidation, dissolution or winding-up
         of the Company nor take any action or omit to take any action that is
         designed to result in the liquidation, dissolution or winding-up of the
         Company.

SECTION 6.2       Notification of Certain Events.

         In order to assist Adsero and Adsero Callco to comply with their
respective rights and obligations hereunder, the Company will give each of
Adsero, Adsero Callco and, as the case may be, the Holders notice of each of the
following events at the time set forth below:

         (a) any determination by the Board of Directors to institute voluntary
         liquidation, dissolution or winding-up proceedings with respect to the
         Company or to effect any other distribution of the assets of the
         Company among its members for the purpose of winding-up its affairs, at
         least 30 days prior to the proposed effective date of such liquidation,
         dissolution, winding-up or other distribution; it being understood that
         any merger, amalgamation, consolidation, or similar transaction, and
         any sale of all or any or substantially all of the assets of the
         Company shall not, in and of itself, constitute a liquidation,
         dissolution or winding-up;

         (b) promptly, upon the earlier of (i) receipt by the Company of notice
         of, and (ii) the Company otherwise becoming aware of any threatened or
         instituted claim, suit, petition or other proceedings with respect to
         the involuntary liquidation, dissolution or winding-up of the Company
         or to effect any other distribution of the assets of the Company among
         its members for the purpose of winding-up its affairs or of the
         occurrence of any Insolvency Event;

         (c) promptly, upon receipt by the Company of a Retraction Request; and

         (d) promptly in the event of any determination by the Board of
         Directors to take any action which would require a vote of the holders
         of Series II Exchangeable Shares.

SECTION 6.3       Delivery of Shares by Adsero.

         Upon notice from the Company, Adsero Callco or the Holders of any
event that requires the Company or Adsero Callco to cause to be delivered Adsero
Common Shares to any Holder, Adsero shall arrange for the delivery of the
requisite number of Adsero Common Shares to YAC, then YAC shall subscribe to the
requisite number of common shares of Adsero Callco, such subscription payable in
kind by the delivery of the requisite number of Adsero Common Shares to Adsero
Callco, and if need be, Adsero Callco, if so required, shall subscribe to the
requisite number of common shares of the Company, such subscription payable in
kind by the delivery of the requisite number of Adsero Common Shares to the
Company, as may be required, under this agreement or the Series II Exchangeable
Shares Provisions. Moreover, Adsero shall cause

                                       16
<PAGE>

Adsero Callco or the Company, as the case may be, to deliver to the Holder of
the surrendered Series II Exchangeable Shares any other part of the Series II
Exchangeable Share Consideration.

SECTION 6.4       Delivery of Shares.

         All Adsero Common Shares issuable pursuant to this agreement or the
Series II Exchangeable Share Provisions shall be duly issued as fully paid and
non-assessable free and clear of any lien, hypothec, pledge, claim, encumbrance,
security interest or adverse claim or interest, other than those arising
hereunder or under the Series II Exchangeable Share Provisions. Any Series II
Exchangeable Shares delivered by the Holders to the Company, Adsero Callco,
Adsero or their Affiliates pursuant to this agreement or the Series II
Exchangeable Share Provisions shall be delivered free and clear of any lien,
hypothec, pledge, claim, encumbrance, security interest or adverse claim or
interest, other than those arising hereunder, under the Series II Exchange Share
Provisions, the Lock-up Agreement or under applicable securities laws.

SECTION 6.5       Economic Equivalence.

         So long as any Series II Exchangeable Shares are outstanding, and so
long as any issued and outstanding Preferred Shares can be converted into any
Series II Exchangeable Shares:

         (a) in the event Adsero takes any of the following actions:

                  (i) distributes Adsero Common Shares (or securities
                  exchangeable for or convertible into or carrying rights to
                  acquire Adsero Common Shares) to the holders of all or
                  substantially all of the then outstanding Adsero Common Shares
                  by way of stock dividend, or other distribution, other than an
                  issue of Adsero Common Shares (or securities exchangeable for
                  or convertible into or carrying rights to acquire Adsero
                  Common Shares) to holders of Adsero Common Shares who exercise
                  an option to receive dividends in Adsero Common Shares (or
                  securities exchangeable for or convertible into or carrying
                  rights to acquire Adsero Common Shares) in lieu of receiving
                  cash dividends; or

                  (ii) distributes rights, options or warrants to the holders of
                  all or substantially all of the then outstanding Adsero Common
                  Shares entitling them to subscribe for or to purchase Adsero
                  Common Shares (or securities exchangeable for or convertible
                  into or carrying rights to acquire Adsero Common Shares); or

                  (iii) distributes to the holders of all or substantially all
                  of the then outstanding Adsero Common Shares, (a) shares or
                  securities of Adsero of any class other than Adsero Common
                  Shares (and other than shares convertible into or exchangeable
                  for or carrying rights to acquire Adsero Common Shares), (b)
                  rights, options or warrants other than those referred to in
                  (ii) above, (c) evidences of indebtedness of Adsero or (d)
                  assets of Adsero,

         Adsero will ensure that the economic equivalent on a per share basis of
         such rights, options, securities, shares, evidence of indebtedness or
         other assets shall be issued or distributed simultaneously to holders
         of the Series II Exchangeable Shares;

                                       17
<PAGE>

         (b) in the event Adsero takes any of the following actions:

                  (i) subdivides, redivides or changes the then outstanding
                  Adsero Common Shares into a greater number of Adsero Common
                  Shares; or

                  (ii) reduces, combines, consolidates or changes the then
                  outstanding Adsero Common Shares into a lesser number of
                  Adsero Common Shares; or

                  (iii) reclassifies or otherwise changes any of the terms and
                  conditions of the Adsero Common Shares, or effect an
                  amalgamation, merger, reorganization or other transaction
                  affecting Adsero Common Shares,

         Adsero will provide at least 20 Business Days prior written notice
         thereof to the Holders and ensure that the equivalent change shall
         simultaneously be made to, or in the rights of the Holders of the
         Series II Exchangeable Shares;

         Furthermore, Adsero will take or will cause to be taken all necessary
         measures in order to ensure that immediately after the completion of
         any transactions contemplated in this Section 6.5, the Holders of
         Series A Special Voting Shares shall have the same percentage of Voting
         Rights they held in Adsero immediately before the closing of such
         transaction;

         (c) to the extent required, upon due notice from Adsero, the Company
         will take or cause to be taken such steps as may be necessary for the
         purposes of ensuring that appropriate dividends are paid or other
         distributions are made by the Company or subdivisions, redivisions or
         changes are made to the Series II Exchangeable Shares, in order to
         implement the required economic equivalent or, as the case may be, to
         reflect the equivalent rights with respect to the Adsero Common Shares
         and Series II Exchangeable Shares as provided for in this Section 6.5.

SECTION 6.6       Ownership of Outstanding Shares; Voting.

         So long as any Series II Exchangeable Shares are outstanding and so
long as any issued and outstanding Preferred Shares can be converted into any
Series II Exchangeable Shares, (i) Adsero shall remain the sole shareholder of
YAC; (ii) YAC shall remain the sole shareholder of Adsero Callco; and (iii)
Adsero Callco shall remain the sole owner of issued and outstanding securities
of the Company to which are attached the voting interests for the election of
directors of the Company unless it obtains the prior approval of the Holders
given in accordance with Section 8.2 of the Series II Exchangeable Share
Provisions. Adsero and its Subsidiaries shall not vote any Series II
Exchangeable Shares in respect of any resolution referred to in Section 8.2 of
the Series II Exchangeable Share Provisions.

SECTION 6.7       Adsero and Affiliates Not to Vote Series II
                  Exchangeable Shares.

         Each of Adsero and Adsero Callco will appoint and cause to be appointed
proxyholders with respect to all Series II Exchangeable Shares held by it or
them and its or their respective Affiliates for the sole purpose of attending
each meeting of Holders in order to be counted as part of the quorum for each
such meeting. Each of Adsero and Adsero Callco further covenants and agrees that
it and they will not and will cause its and their Affiliates not to exercise any

                                       18
<PAGE>

voting rights with respect to the Series II Exchangeable Shares held by it or
them or its or their Affiliates in respect of any matter considered at any
meeting of holders of Series II Exchangeable Shares.

SECTION 6.8       Tender Offers, Etc.

         Adsero shall provide timely notice to the Holders of any proposed share
exchange offer, issuer bid, take-over bid or similar transaction (including any
Adsero Control Transaction as defined in the Series II Exchangeable Share
Provisions) with respect to Adsero Common Shares proposed by Adsero or proposed
to Adsero or its stockholders (the "Offer") and recommended by the board of
directors of Adsero, or otherwise effected or to be effected with the consent or
approval of the board of directors of Adsero. Moreover, Adsero will use its best
efforts expeditiously and in good faith to take all such actions and to do all
such things as are necessary and desirable to enable and permit the Holders to
participate in such Offer to the same extent and on an economically equivalent
basis as the holders of Adsero Common Shares, without discrimination. Without
limiting the generality of the foregoing, Adsero will use its best efforts
expeditiously and in good faith to ensure that the Holders may participate in
all such Offers without being required to retract Series II Exchangeable Shares
as against the Company (or, if so required, to ensure that any such retraction
shall be effective only upon, and shall be conditional upon, the closing of the
Offer and only to the extent necessary to tender a deposit to the Offer).

SECTION 6.9       Representations and Warranties of Adsero, YAC,
                  Adsero Callco and the Company

         Each of Adsero, YAC, Adsero Callco and the Company hereby represent and
warrant that:

         (a) it is a corporation incorporated and existing under the laws of its
         incorporating jurisdiction and has the corporate power and authority to
         enter into and perform its obligations under this agreement;

         (b) the execution, delivery and performance by it of this agreement

                  (i)      has been duly authorized by all necessary
                  corporate action on its part;

                  (ii)     do not (or would not with the giving of notice,
                  the lapse of time or the happening of any other event or
                  condition) result in a breach or a violation of, or conflict
                  with, any of the terms or provisions of its constating
                  documents or articles of association or any material contracts
                  or instruments to which it is a party or pursuant to which any
                  of its assets or property may be affected; and

                  (iii)    will not result in the violation of any law; and

         (c) this agreement has been duly executed and delivered by it and
         constitutes a legal, valid and binding obligation enforceable against
         it in accordance with its terms.

                                       19
<PAGE>

SECTION 6.10      Registration and Reservation of Adsero Common Shares.

         Adsero hereby represents, warrants and covenants that it has and will
at all times keep available, free from pre-emptive and other rights, out of its
authorized and unissued capital stock such number of Adsero Common Shares as are
now and may hereafter be required to enable and permit the Company to meet its
obligations hereunder and under the Series II Exchangeable Share Provisions.
Furthermore, Adsero represents, warrants and covenants that it will, at all
times as of the effective date of its registration statement being accepted by
the United States Securities and Exchange Commission maintain a sufficient
number of Adsero Common Shares duly registered in accordance with the Securities
Act 1933 and the Securities Exchange Act 1934 as are now and may hereafter be
required in order to enable the Company or, as the case may be, Adsero Callco to
meet their respective obligations hereunder or under the Series II Exchangeable
Share Provisions; Adsero shall maintain at all times the Adsero Common Shares
listed on the OTC Bulletin Board or an equivalent recognized North American
Stock Exchange.

SECTION 6.11      Registration Under the U.S. Securities Act of 1933

         Adsero hereby represents, warrants and covenants that it will file a
registration statement for Adsero Common Shares under the United States
Securities Act of 1933, as amended within 90 days of the reservation of any of
its Common Shares pursuant to this agreement. Moreover, Adsero represents,
warrants and covenants that it shall issue a "Stock Transfer" instruction to its
transfer agent with respect to its Common Shares issued in payment of the Series
II Exchangeable Shares pending registration and shall also issue a "Stock
Transfer" instruction to its transfer agent to disclose the terms of the Lock Up
Agreement.

SECTION 6.12      Allocation of Expenses

         The parties agree that all registration and filing fees, printing
expenses, fees and disbursements of counsel for Adsero and its Affiliates and
any accountant's fees should be borne by Adsero. Conversely, all selling
commissions or discounts applicable to sales of Adsero Common Shares by the
Holders and all fees and disbursements of counsel for the Holders should be
borne by the Holders.


                                    ARTICLE 7
                     AMENDMENTS AND SUPPLEMENTAL AGREEMENTS
                     --------------------------------------

SECTION 7.1       Amendments, Modifications, Etc.

         This agreement may not be amended, modified or waived except by an
agreement in writing executed by the parties hereto.

SECTION 7.2       Changes in Capital of Adsero and the Company.

         At all times after the occurrence of any event effected pursuant to the
Series II Exchangeable Share Provisions or this agreement as a result of which
either Adsero Common Shares or the Series II Exchangeable Shares or both are in
any way changed, this agreement shall forthwith be amended and modified as
necessary in order that the Holders maintain economically equivalent rights and,
in order that, where required, this agreement will apply with

                                       20
<PAGE>

full force and effect, mutatis mutandis, to all new securities into which Adsero
Common Shares or the Series II Exchangeable Shares or both are so changed and
the parties hereto shall execute and deliver a supplemental agreement giving
effect to and evidencing such necessary amendments and modifications. So long as
there are any Series II Exchangeable Shares outstanding, (i) the Company will
not issue any additional Series II Exchangeable Shares to any Person, (other
than the Holders), (ii) YAC will not issue any securities to any Person other
than Adsero; and (iii) Adsero Callco will not issue any securities to any
Person, other than YAC.


                                    ARTICLE 8
                                   TERMINATION
                                   -----------

SECTION 8.1       Term.

         This agreement shall continue until the earlier occurrence of the
following events:

         (a) no Preferred Share is outstanding and no Series II Exchangeable
         Share is outstanding, or

         (b) each of the parties hereto elects in writing to terminate this
         agreement


                                    ARTICLE 9
                                     GENERAL
                                     -------

SECTION 9.1       Severability.

         The provisions of this agreement shall be deemed severable and
the invalidity or unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereof. If any provision of
this agreement, or the application thereof to any Person or entity or any
circumstance, is invalid or unenforceable, the remainder of this agreement and
the application of such provision to other Persons or circumstances shall not be
affected by such invalidity or unenforceability nor shall such invalidity or
unenforceability affect the validity or enforceability of such provision, or the
application thereof, in any other jurisdiction.

SECTION 9.2       Enurement.

         This agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.

SECTION 9.3       Notices to Parties.

         Any notice, direction or other communication given under this agreement
shall be in writing and given by mail or delivering it or sending it by telecopy
or similar form or recorded communication addressed:

                                       21
<PAGE>

         (a) if to Adsero, YAC or to Adsero Callco, to:

                           ADSERO CORP.
                           11 Tanager Avenue, Suite 100
                           Toronto, ON   M4G 3P9
                           Attention:     Chief Executive Officer

                           Telephone:      (416) 467-5152
                           Telecopier:     (416) 467-7173

                           with a copy to:

                           Gottbetter & Partners LLP
                           488 Madison Ave., 12th Floor
                           New York, NY  10022-5718
                           USA

                           Attention:      Scott Rapfogel

                           Telephone:      (212) 400-6900
                           Telecopier:     (212) 400-6901

         (b) if to the Company, to:

                           c/o Adsero Corp
                           as set forth above.

         (c) if to any Holder, to:

                           the address of the Holder recorded in the
                           securities register of the Company, or, in the
                           event of the address of any such Holder not being
                           so recorded, then at the last known address of
                           such Holder.

                           with a copy to:

                           Belanger Sauve s.e.n.c
                           1 Place Ville Marie
                           17th Floor
                           Montreal, Quebec   H3B 2C1

                           Attention    Claude Picard

         Any notice, request or other communication to be given to a Holder of
Series II Exchangeable Shares by or on behalf of the Company shall be in writing
and shall be valid and effective if given by mail (postage prepaid) or by
telecopy or delivery to the address of the Holder of record in the securities
register of the Company or, in the event of the address of any such Holder not
being so recorded, then at the last known address of such Holder. Any such
notice, request or other communication, if given by mail or telecopy, shall only
be deemed to have been given and received on the second Business Day following
the date of mailing and, if given by delivery, shall be deemed to have been
given and received on the date of delivery.

                                       22
<PAGE>

The failure to deliver a notice to an Insider of either the Company, Adsero
Callco, YAC or Adsero at the time such notice was required to be sent shall not
amount to a default under this agreement or the Series II Exchangeable Share
Provisions.

SECTION 9.4       Risk of Payments by Post.

         Whenever payments are to be made or documents are to be sent to the
Holders by the Company, Adsero or Adsero Callco, or by the Holders to the
Company, Adsero or Adsero Callco, the making of such payment or sending of such
document sent through the post shall be at the risk of the Company, Adsero or
Adsero Callco, in the case of payments made or documents sent by the Company,
Adsero or Adsero Callco, and the Holders, in the case of payments made or
documents sent by the Holders.

SECTION 9.5       Counterparts.

         This agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the
same instrument.

SECTION 9.6       Jurisdiction.

         This agreement shall be construed and enforced in accordance with the
laws of the Province of Quebec and the laws of Canada applicable therein.

SECTION 9.7       Language

         Parties have agreed that this Agreement and its schedules be drafted in
the English language only. Les Parties ont convenu que cette convention et ses
annexes soient redigees en anglais seulement.

         IN WITNESS WHEREOF, the parties hereby have executed this agreement or
caused this agreement to be executed by their respective duly authorized
officers as of the date first above written. [Signatures to be updated]

ADSERO CORP.                                3091503 NOVA SCOTIA COMPANY

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

3091732 NOVA SCOTIA COMPANY                 YAC CORP.

Per: /s/ William Smith                      Per: /s/ William Smith
     -------------------------------             ------------------------------
Name:    William Smith                      Name:    William Smith
Title:   President                          Title:   President

                                       23
<PAGE>

HOLDERS:

9144-6773 QUEBEC INC.                       9144-6906 QUEBEC INC.

Per: /s/ Yvon Leveille                      Per: /s/ Alain Lachambre
     -------------------------------             ---------------------
Name:    Yvon Leveille                      Name:    Alain Lachambre
Title:   President                          Title:   President

                                       24
<PAGE>
                                  SCHEDULE "A"


            PROVISIONS ATTACHING TO SERIES II EXCHANGEABLE SHARES OF
                           3091503 NOVA SCOTIA COMPANY

         The Series II Exchangeable Shares having a par value of $0.00001 each
in the capital of the Company shall have the following rights, privileges,
restrictions and conditions:


                                    ARTICLE 1
                                 INTERPRETATION
                                 --------------

         For the purposes of these rights, privileges, restrictions and
conditions:

SECTION 1.1       Definitions.

"ACT" means the Companies Act (Nova Scotia) as amended, consolidated or
re-enacted from time to time.

"ADSERO" means Adsero Corp., a Delaware corporation doing business as Adsero and
includes any successor corporation.

"ADSERO CALLCO" means 3091732 Nova Scotia Company, an unlimited company
incorporated and existing under the laws of the Province of Nova Scotia, and
includes any successor company.

"ADSERO COMMON SHARES" means the shares of Common Stock, par value U.S. $0.001
per share, in the capital of Adsero.

"ADSERO CONTROL TRANSACTION" shall be deemed to have occurred if:

         (a) except for the holders or any of them, any person, firm or
         corporation acquires directly or indirectly the Beneficial Ownership
         (as defined in Section 13(d) of the Securities Exchange Act of 1934, as
         amended) of any voting security of Adsero and immediately after such
         acquisition, the acquirer has Beneficial Ownership of voting securities
         representing 50% or more of the total voting power of all the then
         outstanding voting securities of Adsero;

         (b) The individuals who:

                  (i)      as of the Effective Date constitute the Board of
                  Directors of Adsero (the "Original Directors");

                  (ii)     thereafter are elected to the Board of Directors
                  of Adsero (the "Adsero Board") and whose election, or
                  nomination for election, to the Adsero Board was approved by a
                  vote of at least 2/3 of the Original Directors then still in
                  office (such directors being called "Additional Original
                  Directors"); or

                                       25
<PAGE>

                  (iii)    are elected to the Adsero Board and whose
                  election, or nomination for election, to the Adsero Board was
                  approved by a vote of at least 2/3 of the Original Directors
                  and Additional Original Directors then still in office,

cease for any reason to constitute a majority of the members of the Adsero
Board;

         (c) The stockholders of Adsero shall approve a merger, consolidation,
         recapitalization or reorganization of Adsero or consummation of any
         such transaction if stockholder approval is not sought or obtained,
         other than any such transaction which would result in at least 75% of
         the total voting power represented by the voting securities of the
         surviving entity outstanding immediately alter such transaction being
         Beneficially Owned by holders of outstanding voting securities of
         Adsero immediately prior to the transaction, with the voting power of
         each such continuing holder relative to such other continuing holders
         being not altered substantially in the transaction; or

         (d) The stockholders of Adsero shall approve a plan of complete
         liquidation of Adsero or an agreement for the sale or disposition by
         Adsero of all or a substantial portion of Adsero's assets (i.e. 50% or
         more in value of the total assets of Adsero).

"ADSERO DIVIDEND DECLARATION DATE" means the date on which the board of
directors of Adsero declares any dividend on the Adsero Common Shares.

"AFFILIATE" has the meaning ascribed thereto in the Canada Business Corporations
Act as amended, consolidated or re-enacted from time to time.

"BOARD OF DIRECTORS" means the Board of Directors of the Company and any
committee thereof acting within its authority.

"BUSINESS DAY" means any day, other than a Saturday, a Sunday or a day when
banks are not generally open for business in Montreal, Quebec or New York, New
York.

"CALL RIGHTS" means, collectively, the Liquidation Call Right, and the
Retraction Call Right; and "CALL RIGHT" shall mean any one of such Call Rights.

"CANADIAN DOLLAR EQUIVALENT" means in respect of an amount expressed in a
currency other than Canadian dollars (the "Foreign Currency Amount"), at any
date, the product obtained by multiplying:

(a)      the Foreign Currency Amount, by

(b)      the noon spot exchange rate on such date for such foreign currency
expressed in Canadian dollars as reported by the Bank of Canada or, in the event
such spot exchange rate is not available, such spot exchange rate on such date
for such foreign currency expressed in Canadian dollars as may be deemed by the
Board of Directors acting reasonably to be appropriate for such purpose.

"COMMON SHARES" means the common shares in the capital of the Company.

"COMPANY" means 3091503 Nova Scotia Limited, a company existing under the Act.

                                       26
<PAGE>

"CURRENT MARKET PRICE" means, in respect of a Adsero Common Share on any date,
the closing price per Adsero Common Share on the day prior to such date on the
OTC Bulletin Board or, if Adsero Common Shares are not then listed on the OTC
Bulletin Board, on such other principal North American stock exchange or
automated quotation system on which Adsero Common Shares are listed or quoted,
as the case may be, as may be selected by the Board of Directors for such
purpose; provided, however, that if there is no public distribution or trading
activity of Adsero Common Shares at such date, then the Current Market Price of
an Adsero Common Share shall be determined by the Board of Directors of Adsero
based upon the advice of the then auditors of Adsero, and provided further that
any such opinion or determination by the Board of Directors shall be conclusive
and binding. If the Adsero Common Shares are quoted on more than one recognized
stock exchange in North America, then the Current Market Price shall be the
average of the closing prices of each such exchange determined as provided
above.

"EFFECTIVE DATE" means the date of issue of the Series II Exchangeable Shares.

"EXCHANGEABLE SHARE VOTING EVENT" means any matter in respect of which holders
of Series II Exchangeable Shares are entitled to vote as members (shareholders)
of the Company, other than an Exempt Exchangeable Share Voting Event.

"EXEMPT EXCHANGEABLE SHARE VOTING EVENT" means any matter in respect of which
holders of Series II Exchangeable Shares are entitled to vote as members
(shareholders) of the Company in order to approve or disapprove, as applicable,
any change to, or in the rights of the holders of the Series II Exchangeable
Shares, where the approval or disapproval, as applicable, of such change would
be required to maintain the equivalence of the Series II Exchangeable Shares and
the Adsero Common Shares.

"LIQUIDATION AMOUNT" has the meaning provided in Section 5.1 hereof.

"LIQUIDATION CALL RIGHT" has the meaning provided in the Series II Exchangeable
Shares Voting, Exchange and Support Agreement.

"LIQUIDATION DATE" has the meaning provided in Section 5.1 hereof.

"RETRACTED SHARES" has the meaning provided in Section 6.1(a) hereof.

"RETRACTION CALL RIGHT" has the meaning provided in the Series II Exchangeable
Shares Voting, Exchange and Support Agreement.

"RETRACTION DATE" has the meaning provided in Section 6.1(b) hereof.

"RETRACTION PRICE" has the meaning provided in Section 6.1 hereof.

"RETRACTION REQUEST" has the meaning provided in Section 6.1 hereof.

"SERIES II EXCHANGEABLE SHARE CONSIDERATION" means, with respect to each Series
II Exchangeable Share, for any acquisition of, or redemption of, or retraction
of, or distribution of assets of the Company in respect of the Series II
Exchangeable Share or purchase of the

                                       27
<PAGE>

Series II Exchangeable Share pursuant to the Series II Exchangeable Shares
Voting, Exchange and Support Agreement or hereunder, the aggregate of the
following:

         (a) the Current Market Price of one Adsero Common Share, such
         consideration to be fully paid and satisfied by the delivery of one
         Adsero Common Share, as evidenced by a certificate representing the
         aggregate number of such Adsero Common Shares; plus

         (b) the amount of all cash dividends declared and unpaid by Adsero on
         an Adsero Common Share at the effective time of any such action,
         payable by means of a cheque payable at any branch of the bankers of
         the payor; plus

         (c) the amount of all declared and unpaid non-cash dividends or other
         distributions by Adsero on a Adsero Common Share at the effective time
         of any such action, payable by means of a cheque payable at any branch
         of the bankers of the payor in an amount equal to the fair market value
         of the property distributed on the effective date of the relevant
         action or, at the option of the Board of Directors, payable by the
         delivery of such non-cash items;

provided that (i) any such Adsero Common Share shall be duly issued as fully
paid and non-assessable free and clear of lien, hypothec, pledge, claim,
encumbrance security interest or adverse claim or interest other than those
under applicable securities laws and (ii) such consideration shall be paid less
any amounts required to be deducted and withheld therefrom pursuant to Section
12.3 hereof, and all without interest. For greater certainty, in no event shall
a holder of Series II Exchangeable Shares be entitled to receive or demand any
consideration for the acquisition of, or redemption of, or retraction of, or
distribution of the assets of the Company in respect of any Series II
Exchangeable Shares, whether pursuant to the Series II Exchangeable Shares
Voting, Exchange and Support Agreement or hereunder, other than Adsero Common
Shares and/or the amounts referred to in paragraphs (b) and (c) above.

"SERIES II EXCHANGEABLE SHARES" means the non-voting exchangeable shares in the
capital of the Company having the rights, privileges, restrictions and
conditions set forth herein.

"SERIES II EXCHANGEABLE SHARES VOTING, EXCHANGE AND SUPPORT AGREEMENT" means
that certain Voting, Exchange and Support Agreement between Adsero, YAC, Adsero
Callco, the Company, and the holders of Exchangeable Shares as of the Effective
Date to be entered into contemporaneously with the first issue of the Series II
Exchangeable Shares.

"SUBSIDIARY", in relation to any person, means any body corporate, partnership,
joint venture, association or other entity of which more than 50% of the total
voting power of shares or units of ownership or beneficial interest entitled to
vote in the election of directors (or members of a comparable governing body) is
owned or controlled, directly or indirectly, by such person.

"TRANSFER" has the meaning provided in Section 10.4 hereof.

"YAC" means YAC Corp., a Delaware corporation doing business as YAC and
including any successor corporation.

                                       28
<PAGE>
                                    ARTICLE 2
                    RANKING OF SERIES II EXCHANGEABLE SHARES
                    ----------------------------------------

SECTION 2.1

         The Series II Exchangeable Shares shall be entitled to a preference, as
provided in Article 5, over the Common Shares and any other shares ranking
junior to the Series II Exchangeable Shares with respect to the distribution of
assets in the event of the liquidation, dissolution or winding-up of the
Company, whether voluntary or involuntary, or any other distribution of the
assets of the Company among its members for the purpose of winding-up its
affairs. For greater certainty, the Series II Exchangeable Shares shall rank
pari passu with the Series I Exchangeable Shares, but rank after the Preferred
Shares.


                                    ARTICLE 3
                                    DIVIDENDS
                                    ---------
SECTION 3.1

(1)      A holder of a Series II Exchangeable Share shall be entitled to
receive and the Board of Directors shall, subject to applicable law, declare a
dividend on each Series II Exchangeable Share, on each Adsero Dividend
Declaration Date:

         (a) in the case of a cash dividend declared on the Adsero Common
         Shares, in an amount in cash for each Series II Exchangeable Share in
         U.S. dollars, or the Canadian Dollar Equivalent thereof on the Adsero
         Dividend Declaration Date, in each case, corresponding to the cash
         dividend declared on each Adsero Common Share;

         (b) in the case of a stock dividend on the Adsero Common Shares to be
         paid in Adsero Common Shares, by the issue or transfer by the Company
         of such number of Series II Exchangeable Shares for each Series II
         Exchangeable Share as is equal to the number of Adsero Common Shares to
         be paid on each Adsero Common Share unless, in lieu of such stock
         dividend, Adsero elects to effect a corresponding and contemporaneous
         subdivision of the outstanding Series II Exchangeable Shares; or

         (c) in the case of a dividend declared on the Adsero Common Shares in
         property other than cash or Adsero Common Shares, in such type and
         amount of property for each Series II Exchangeable Share as is the same
         as the type and amount of property declared as a dividend on each
         Adsero Common Share.

(2)      Such dividends shall be paid out of money, assets or property of
the Company properly applicable to the payment of dividends, or out of
authorized but unissued shares of the Company.

SECTION 3.2

         Cheques of the Company payable at any branch of the bankers of the
Company shall be issued in respect of any cash dividends contemplated by Section
3.1(1)(a) hereof and the sending of such a cheque to each holder of a Series II
Exchangeable Share shall satisfy the

                                       29
<PAGE>

cash dividend represented thereby unless the cheque is not paid on presentation.
Certificates registered in the name of the registered holder of Series II
Exchangeable Shares shall be issued or transferred in respect of any stock
dividends contemplated by Section 3.1(1)(b) hereof and the sending of such a
certificate to each holder of a Series II Exchangeable Share shall satisfy the
stock dividend represented thereby. Such other type and amount of property in
respect of any dividends contemplated by Section 3.1(1)(c) hereof shall be
issued, distributed or transferred by the Company in such manner as it shall
determine and the issuance, distribution or transfer thereof by the Company to
each holder of a Series II Exchangeable Share shall satisfy the dividend
represented thereby. No holder of a Series II Exchangeable Share shall be
entitled to recover by action or other legal process against the Company any
dividend that is represented by a cheque that has not been duly presented to the
Company's bankers for payment or that otherwise remains unclaimed for a period
of six years from the date on which such dividend was payable.

SECTION 3.3

         The record date for the determination of the holders of Series II
Exchangeable Shares entitled to receive payment of, and the payment date for,
any dividend declared on the Series II Exchangeable Shares under Section 3.1
hereof shall be the same dates as the record date and payment date,
respectively, for the corresponding dividend declared on the Adsero Common
Shares.

SECTION 3.4

         If on any payment date for any dividends declared on the Series II
Exchangeable Shares under Section 3.1 hereof the dividends are not paid in full
on all of the Series II Exchangeable Shares then outstanding, any such dividends
that remain unpaid shall be paid on a subsequent date or dates determined by the
Board of Directors on which the Company shall have sufficient moneys, assets or
property properly applicable to the payment of such dividends.

SECTION 3.5

         Except as provided in this Article 3, the holders of Series II
Exchangeable Shares shall not be entitled to receive any other or further
dividends in respect thereof.


                                    ARTICLE 4
                              CERTAIN RESTRICTIONS
                              --------------------

SECTION 4.1

         So long as any of the Series II Exchangeable Shares are outstanding, or
as long as any issued and outstanding Preferred Share can be converted into a
Series II Exchangeable Share, the Company shall not without, but may at any time
with the approval of the holders of the Series II Exchangeable Shares given as
specified in Section 8.2 of these share provisions:

         (a) amend the constating documents of the Company in a manner which
         would prejudicially affect the holders of Series II Exchangeable Shares
         in any material respect; or

                                       30
<PAGE>

         (b) initiate the voluntary liquidation, dissolution or winding-up of
         the Company or take any action or omit to take any action that is
         designed to result in the liquidation, dissolution or winding-up of the
         Company.

SECTION 4.2

         So long as any of the Series II Exchangeable Shares are outstanding and
any dividends required to have been declared and paid on the outstanding Series
II Exchangeable Shares pursuant to Article 3 have not been declared and paid in
full, the Company shall not without, but may at any time with the approval of
the holders of the Series II Exchangeable Shares given as specified in Section
8.2 of these share provisions:

         (a) pay any dividends on the Common Shares, or any other shares ranking
         junior to the Series II Exchangeable Shares, other than share dividends
         payable on any such other shares ranking junior to the Series II
         Exchangeable Shares;

         (b) redeem or purchase or make any capital distribution in respect of
         Common Shares or any other shares ranking junior to the Series II
         Exchangeable Shares with respect to the payment of dividends or on any
         liquidation distribution; or

         (c) redeem or purchase any other shares of the Company ranking equally
         with the Series II Exchangeable Shares with respect to the payment of
         dividends or on any liquidation distribution.


                                    ARTICLE 5
                           DISTRIBUTION ON LIQUIDATION
                           ---------------------------

SECTION 5.1

         At any point in time after the issuance of a Series II Exchangeable
Share, in the event of the liquidation, dissolution or winding-up of the Company
or any other distribution of the assets of the Company among its members for the
purpose of winding-up its affairs, a holder of Series II Exchangeable Shares
shall be entitled, subject to applicable law, to receive pari passu with any
holder of Series I Exchangeable Shares from the assets of the Company in respect
of each Series II Exchangeable Share held by such holder on the effective date
of such liquidation, dissolution or winding-up (the "Liquidation Date"), before
any distribution of any part of the assets of the Company to the holders of the
Common Shares or any other shares ranking junior to the Series II Exchangeable
Shares, an amount equal to the Series II Exchangeable Share Consideration
applicable on the last Business Day prior to the Liquidation Date (the
Liquidation Amount"), which as set forth in Section 5.2, shall, subject to the
exercise by Adsero Callco of the Liquidation Call Right, be fully paid and
satisfied by the delivery by or on behalf of the Company of the Series II
Exchangeable Share Consideration representing such holder's total Liquidation
Amount.

SECTION 5.2

         On or promptly after the Liquidation Date, and subject to the exercise
by Adsero Callco of the Liquidation Call Right, the Company shall cause to be
delivered to the holders of the Series II Exchangeable Shares the Series II
Exchangeable Share Consideration representing

                                       31
<PAGE>

the Liquidation Amount for each such Series II Exchangeable Share upon
presentation and surrender of the certificates representing such Series II
Exchangeable Shares, together with such other documents and instruments as may
be required to effect a transfer of Series II Exchangeable Shares under the Act
and the constating documents of the Company and such additional documents and
instruments as the Company may reasonably require, at the principal executive
offices of the Company or at such other reasonable place as may be specified by
the Board of Directors by notice to the holders of Series II Exchangeable
Shares. The Series II Exchangeable Share Consideration representing the total
Liquidation Amount for such Series II Exchangeable Shares shall be delivered to
each holder, at the address of the holder recorded in the securities register of
the Company for the Series II Exchangeable Shares or by holding for pick up by
the holder at the place of delivery.

         On and after the Liquidation Date, the holders of the Series II
Exchangeable Shares shall cease to be holders of such Series II Exchangeable
Shares and shall not be entitled to exercise any of the rights of holders in
respect thereof, other than the right to receive their proportionate share of
the Series II Exchangeable Share Consideration representing the total
Liquidation Amount, unless payment of the Series II Exchangeable Share
Consideration representing the total Liquidation Amount for such Series II
Exchangeable Shares shall not be made upon presentation and surrender of share
certificates in accordance with the foregoing provisions in which case the
rights of the holders shall remain unaffected until the Series II Exchangeable
Share Consideration representing the total Liquidation Amount has been paid in
the manner hereinbefore provided. The Company shall have the right at any time
on or after the Liquidation Date to deposit or cause to be deposited the Series
II Exchangeable Share Consideration in respect of the Series II Exchangeable
Shares represented by certificates that have not at the Liquidation Date been
surrendered by the holders thereof in a custodial account or for safekeeping, in
the case of non-cash items, with any chartered bank or trust company in Canada.
Upon such deposit being made, the rights of the holders of Series II
Exchangeable Shares after such deposit shall be limited to receiving their
proportionate share of the Series II Exchangeable Share Consideration
representing the total Liquidation Amount for such Series II Exchangeable Shares
so deposited against presentation and surrender of such certificates held by
them, respectively, in accordance with the foregoing provisions. Upon such
payment or deposit of such Series II Exchangeable Share Consideration, the
holders of the Series II Exchangeable Shares shall thereafter be considered and
deemed for all purposes to be the holders of the Adsero Common Shares delivered
to them or the custodian on their behalf.

SECTION 5.3

         After the Company has satisfied its obligations to pay the holders of
the Series II Exchangeable Shares the Series II Exchangeable Share Consideration
representing the Liquidation Amount per Series II Exchangeable Share, such
holders shall not be entitled to share in any further distribution of the assets
of the Company.


                                    ARTICLE 6
                   RETRACTION OF EXCHANGEABLE SHARES BY HOLDER
                   -------------------------------------------

SECTION 6.1

         For a period of ninety (90) days from the date of issuance (the "Date
of Issuance") of any Series II Exchangeable Share, a holder of Series II
Exchangeable Shares shall be entitled at

                                       32
<PAGE>

any time, subject to the exercise by Adsero Callco of the Retraction Call Right,
and otherwise upon compliance with the provisions of this Article 6, to require
the Company to redeem a number of Series II Exchangeable Shares equal to the
maximum to one-half of any such shares issued on any Date of Issuance registered
in the name of such holder in tranches of 50,000 Series II Exchangeable Shares
or integral multiples thereof (or the balance of the Series II Exchangeable
Shares then held by such holder, if such balance is less than 50,000 Series II
Exchangeable Shares) for an amount equal to the Series II Exchangeable Share
Consideration applicable on the last Business Day prior to the Retraction Date
(the "Retraction Price"), which as set forth in Section 6.3, shall, subject to
the exercise by Adsero Callco of the Retraction Call Right, be fully paid and
satisfied by the delivery by or on behalf of the Company of the Series II
Exchangeable Share Consideration representing such holder's total Retraction
Price.

         Once the ninety (90) days period from the Date of Issuance of any
Series II Exchangeable Shares has expired, any holder of Series II Exchangeable
Shares shall be entitled at any time to require the Company to redeem any or all
of the Series II Exchangeable Shares registered in the name of such holder as
more fully set forth above in this Section 6.1. To effect such redemption, the
holder shall present and surrender at the principal executive offices of the
Company the certificates representing the Series II Exchangeable Shares which
the holder desires to have the Company redeem, together with such other
documents and instruments as may be required to effect a transfer of Series II
Exchangeable Shares under the Act and the constating documents of the Company,
and together with a duly executed statement (the "Retraction Request') in the
form of Exhibit "A' hereto or in such other form as may he acceptable to the
Company:

         (a) specifying that the holder desires to have all or any number
         specified therein of the Series II Exchangeable Shares represented by
         such certificate or certificates (the "Retracted Shares") redeemed by
         the Company;

         (b) stating the Business Day on which the holder desires to have the
         Company redeem the Retracted Shares (the `Retraction Date"), provided
         that the Retraction Date

                  (i) shall be not less than two (2) Business Days from the date
                  or after the date of a news release by Adsero;

                  (ii) shall not be less than ten (10) days from the date or
                  after the date of the release of quarterly or annual financial
                  results of Adsero;

                  (iii) shall not be less than 10 days nor more than 30 days
                  after the date on which the Retraction Request is received by
                  the Company; and

                  (iv) further provided that, in the event that no such Business
                  Day is specified by the holder in the Retraction Request, the
                  Retraction Date shall be deemed to be the 30th day (or, if
                  such day is not a Business Day, the first Business Day
                  thereafter) after the date on which the Retraction Request is
                  received by the Company; and

                                       33
<PAGE>

         (c) acknowledging the Retraction Call Right of Adsero Callco in the
         Series II Exchangeable Shares Voting, Exchange and Support Agreement to
         purchase the appropriate number of Retracted Shares directly from the
         holder and that the Retraction Request shall be deemed to be a
         revocable offer by the holder to sell the Retracted Shares in
         accordance with the Series II Exchangeable Shares Voting, Exchange and
         Support Agreement.

SECTION 6.2

         Subject to the exercise by Adsero Callco of the Retraction Call Right,
upon receipt by the Company in the manner specified in Section 6.1 hereof of a
certificate or certificates representing the number of Series II Exchangeable
Shares which the holder desires to have the Company redeem, together with a
Retraction Request, and provided that the Retraction Request is not revoked by
the holder in the manner specified in Section 6.6 hereof, the Company shall
redeem the Retracted Shares effective at the close of business on the Retraction
Date and shall cause to be delivered to such holder the Series II Exchangeable
Share Consideration representing the total Retraction Price with respect to such
shares in accordance with Section 6.3 hereof. If only a part of the Series II
Exchangeable Shares represented by any certificate is redeemed, a new
certificate for the balance of such Series II Exchangeable Shares shall be
issued to the holder at the expense of the Company.

SECTION 6.3

         The Company shall deliver, or cause to be delivered, the Series II
Exchangeable Share Consideration representing the total Retraction Price to the
relevant holder, at the address of the holder recorded in the securities
register of the Company for the Series II Exchangeable Shares or at the address
specified in the holder's Retraction Request or upon demand by the holder, by
holding for pick up by the holder at the principal executive offices of the
Company.

SECTION 6.4

         On and after the close of business on the Retraction Date, the holder
of the Retracted Shares shall not be entitled to exercise any of the rights of a
holder in respect thereof, other than the right to receive his proportionate
share of the Series II Exchangeable Share Consideration representing the total
Retraction Price, unless upon presentation and surrender of certificates in
accordance with the foregoing provisions, payment of the Series II Exchangeable
Share Consideration representing the total Retraction Price shall not be made as
provided in Section 6.3 hereof, in which case the rights of such holder shall
remain unaffected until the Series II Exchangeable Share Consideration
representing the total Retraction Price has been paid in the manner hereinbefore
provided. On and after the close of business on the Retraction Date, provided
that presentation and surrender of certificates and payment of the total
Retraction Price has been made in accordance with the foregoing provisions, the
holder of the Retracted Shares so redeemed by the Company shall thereafter be
considered and deemed for all purposes to be a holder of the Adsero Common
Shares.

SECTION 6.5

         Notwithstanding any other provision of this Article 6, the Company
shall not be obligated to redeem Retracted Shares specified by a holder in a
Retraction Request to the extent that such redemption of Retracted Shares would
be contrary to liquidity or solvency requirements or

                                       34
<PAGE>

other provisions of applicable law. If the Company believes that on any
Retraction Date it would not be permitted by any of such provisions to redeem
the Retracted Shares tendered for redemption on such date, and provided that
Adsero Callco shall not have exercised the Retraction Call Right with respect to
the Retracted Shares, the Company shall only be obligated to redeem Retracted
Shares specified by a holder in a Retraction Request to the extent of the
maximum number that may be so redeemed (rounded down to a whole number of
shares) as would not be contrary to such provisions and shall notify the holder
at least two Business Days prior to the Retraction Date as to the number of
Retracted Shares which will not be redeemed by the Company. In any case in which
the redemption by the Company of Retracted Shares would be contrary to liquidity
or solvency requirements or other provisions of applicable law, the Company
shall redeem Retracted Shares in accordance with Section 6.2 of these share
provisions on a pro rata basis and shall issue to each holder of Retracted
Shares a new certificate, at the expense of the Company, representing the
Retracted Shares not redeemed by the Company pursuant to Section 6.2 hereof.
Provided that the Retraction Request is not revoked by the holder in the manner
specified in Section 6.6 hereof, the holder of any such Retracted Shares not
redeemed by the Company pursuant to Section 6.2 of these share provisions as a
result of liquidity or solvency requirements or applicable law shall be deemed
by giving the Retraction Request to require Adsero Callco to purchase such
Retracted Shares from such holder on the Retraction Date or as soon as
practicable thereafter on payment by Adsero Callco to such holder of the Series
II Exchangeable Share Consideration representing the Retraction Price for each
such Retracted Share, all as more specifically provided in the Series II
Exchangeable Shares Voting, Exchange and Support Agreement.

SECTION 6.6

         A holder of Retracted Shares may, by notice in writing given by the
holder to the Company before the close of business on the third Business Day
immediately preceding the Retraction Date, withdraw its Retraction Request in
which event such Retraction Request shall be null and void and, for greater
certainty, the revocable offer constituted by the Retraction Request to sell the
Retracted Shares to Adsero Callco shall be deemed to have been revoked.


                                    ARTICLE 7
                                  VOTING RIGHTS
                                  -------------

SECTION 7.1

         Except as required by applicable law and the provisions hereof, the
holders of the Series II Exchangeable Shares shall not be entitled as such to
receive notice of or to attend any meeting of the members of the Company or to
vote at any such meeting or to vote by written consent on any matter.


                                    ARTICLE 8
                             AMENDMENT AND APPROVAL
                             ----------------------

SECTION 8.1

         Subject to the approval of the holders of the Series II Exchangeable
Shares to which are attached the right to vote in the event that such change,
removal or addition would affect

                                       35
<PAGE>

their respective rights, the rights, privileges, restrictions and conditions
attaching to the Series II Exchangeable Shares may be added to, changed or
removed as hereinafter provided in Section 8.2.

SECTION 8.2

         Any approval given by holders of the Series II Exchangeable Shares to
add to, change or remove any right, privilege, restriction or condition
attaching to the Series II Exchangeable Shares or any other matter requiring the
approval or consent of the holders of the Series II Exchangeable Shares shall be
deemed to have been sufficiently given if it shall have been given in accordance
with applicable law, provided, however, that such approval must be evidenced by
a written resolution passed by not less than 75% of the votes cast on such
resolution by persons represented in person or by proxy or such other authorized
person at a meeting of holders of Series II Exchangeable Shares duly called and
held at which the holders of at least 50% of the outstanding Series II
Exchangeable Shares at that time are present or represented by proxy or such
other authorized person (excluding Series II Exchangeable Shares beneficially
owned by Adsero, YAC, Adsero Callco, their Affiliates or Subsidiaries) or by a
written resolution signed by the holders of the then outstanding Series II
Exchangeable Shares excluding Exchangeable Shares beneficially owned by Adsero,
YAC, Adsero Callco, their Affiliates or Subsidiaries. if at any such meeting the
holders of at least 50% of the outstanding Exchangeable Shares at that time are
not present or represented by proxy or such other authorized person within
one-half hour after the time appointed for such meeting, then the meeting shall
be adjourned to such date not less than ten days thereafter and to such time and
place as may be designated by the Chairperson of such meeting. At such adjourned
meeting, the holders of Series II Exchangeable Shares present or represented by
proxy or such other authorized person thereat may transact the business for
which the meeting was originally called and a resolution passed thereat by the
affirmative vote of not less than 75% of the votes cast on such resolution by
persons represented in person or by proxy or such other authorized person at
such meeting (excluding Series II Exchangeable Shares beneficially owned by
Adsero, YAC, Adsero Callco, their Affiliates or Subsidiaries) shall constitute
the approval or consent of the holders of the Series II Exchangeable Shares.


                                    ARTICLE 9
                          ACTIONS BY THE COMPANY UNDER
      SERIES II EXCHANGEABLE SHARES VOTING, EXCHANGE AND SUPPORT AGREEMENT
      --------------------------------------------------------------------

SECTION 9.1

         The Company will take all reasonable efforts to perform and comply with
and to ensure performance and compliance by Adsero, YAC, Adsero Callco and the
Company with all provisions of the Series II Exchangeable Shares Voting,
Exchange and Support Agreement applicable to Adsero, YAC, Adsero Callco and the
Company, respectively, in accordance with the terms thereof including, without
limitation, taking all such actions and doing all such things as shall be
necessary or advisable to enforce to the fullest extent possible for the direct
benefit of the Company and the holders of the Series II Exchangeable Shares all
rights and benefits in favour of the Company and the holders of the Series II
Exchangeable Shares pursuant thereto.

                                       36
<PAGE>

SECTION 9.2

         The Company shall not propose, agree to or otherwise give effect to any
amendment to, or waiver or forgiveness of its obligations under the Series II
Exchangeable Shares Voting, Exchange and Support Agreement without the approval
of the holders of the Series II Exchangeable Shares given in accordance with
Section 8.2 of these share provisions other than such amendments, waivers and/or
forgiveness as may be necessary or advisable for the purpose of:

         (a) adding to the covenants of the other party or parties to such
         agreement for the protection of the holders of Series II Exchangeable
         Shares; or

         (b) making such provisions or modifications not inconsistent with such
         agreement as may be necessary or desirable with respect to matters or
         questions arising thereunder which, in the opinion of the Board of
         Directors, it may be expedient to make, provided that such provisions
         and modifications will not be prejudicial or adverse to the interests
         of the holders of Series II Exchangeable Shares; or

         (c) making such changes in or corrections to such agreement which, on
         the advice of counsel to the Company, are required for the purpose of
         curing or correcting any defect or clerical omission or mistake or
         manifest error contained therein, provided that the Board of Directors
         shall be of the opinion, after consultation with counsel, that such
         changes or corrections will not be prejudicial to the interests of the
         holders of the Series II Exchangeable Shares.


                                   ARTICLE 10
                               LEGEND; CALL RIGHTS
                               -------------------

SECTION 10.1

         The certificates evidencing the Series II Exchangeable Shares shall
contain or have affixed thereto a legend, in form and on terms approved by the
Board of Directors, with respect to the Call Rights and the Series II
Exchangeable Shares Voting, Exchange and Support Agreement. Moreover, the
following legend will be placed on each certificate endorsing the Adsero Common
Shares:

         "The Securities represented by this certificate have not been
         registered under the Securities Act of 1933 (the "Securities Act") and
         may not be transferred except in compliance with the registration
         provisions of the Securities Act and applicable State securities laws,
         or pursuant to an available exemption from such registration provisions
         and are subject to the Lock-Up Agreement".

SECTION 10.2

         Each holder of a Series II Exchangeable Share, whether of record or
beneficial, by virtue of becoming and being such a holder shall be deemed to
acknowledge each of the Call Rights in favour of Adsero Callco or its assignee
(as provided in the Series II Exchangeable Shares Voting, Exchange and Support
Agreement) and the overriding nature thereof in connection with the liquidation,
dissolution or winding-up of the Company or the retraction of Series II

                                       37
<PAGE>

Exchangeable Shares, as the case may be, and to be bound thereby in favour of
Adsero Callco or its assignee (as provided in the Series II Exchangeable Shares
Voting, Exchange and Support Agreement) as therein provided.

SECTION 10.3

         The Company, Adsero Callco and Adsero as the case may be, shall be
entitled to deduct and withhold from any dividend or consideration otherwise
payable to any holder of Series II Exchangeable Shares such amounts as the
Company, Adsero Callco or Adsero, as the case may be, is required to deduct and
withhold with respect to such payment under the Income Tax Act (Canada), the
United States Internal Revenue Code or any provision of provincial, state, local
or foreign tax law, in each case, as amended. To the extent that amounts are so
withheld, such withheld amounts shall be treated for all purposes hereof as
having been paid to such holder of the Series II Exchangeable Shares in respect
of which such deduction and withholding was made, provided that such withheld
amounts are actually remitted to the appropriate taxing authority. To the extent
that such amount so required to be deducted or withheld from any payment to a
holder exceeds the cash portion of the consideration otherwise payable to the
holder, the Company, Adsero and Adsero Callco, as the case may be, shall
promptly notify the holder and unless such holder remits the difference in cash
to the Company, Adsero or Adsero Callco, as the case may be, before the tax
amount is required to be remitted to the taxing authority, then the Company,
Adsero and Adsero Callco, as the case may be, may sell or otherwise dispose of
such portion of the consideration (including, without limitation, any of the
Adsero Common Shares) as is necessary to provide sufficient funds to the
Company, Adsero and Adsero Callco, as the case may be, to enable it to comply
with such deduction or withholding requirement and the Company, Adsero and
Adsero Callco, as the case may be, shall notify such holder and remit any
unapplied balance of the net proceeds of such sale.

         In order to assist the Company, Adsero and Adsero Callco, as the case
may be, in complying with any such deduction and withholding requirement, the
relevant holder shall, to the extent applicable, deliver to the Company, Adsero
or Adsero Callco, as the case may be, (i) if such holder is an individual, trust
or corporation, a declaration sworn by the individual, a trustee or a director,
as the case may be, before a notary or commissioner for oaths to the effect that
such holder, is not and will not be, on the date of payment, a non-resident of
Canada for the purposes of the Income Tax Act (Canada) or (ii) if such holder is
a partnership1 a declaration sworn by a general partner before a notary or
commissioner for oaths to the effect that such holder is a Canadian partnership,
as defined in the Income Tax Act (Canada).


                                   ARTICLE 11
                                  MISCELLANEOUS
                                  -------------

SECTION 11.1

         Any notice, request or other communication to be given to the Company
by a holder of Series II Exchangeable Shares shall be in writing and shall be
valid and effective if given by mail (postage prepaid) or by telecopy or
delivery to the principal executive offices of the Company or at such other
reasonable place as may be specified by the Board of Directors by notice to the
holders of Series II Exchangeable Shares, and addressed to the attention of the
President. Any such notice, request or other communication, if given by mail,
telecopy, facsimile or delivery, shall only be deemed to have been given and
received on the second Business Day following

                                       38
<PAGE>

the date of mailing and, if given by delivery, shall be deemed to have been
given and received on the date of delivery.

SECTION 11.2

         Any presentation and surrender by a holder of Series II Exchangeable
Shares to the Company of certificates representing Series II Exchangeable Shares
in connection with the liquidation, dissolution or winding-up of the Company or
the retraction of Series II Exchangeable Shares shall be made by registered mail
(postage prepaid) or by delivery to the principal executive offices of the
Company by notice to the holders of Series II Exchangeable Shares addressed to
the attention of the President of the Company. Any such presentation and
surrender of certificates shall only be deemed to have been made and to be
effective upon actual receipt thereof by the Company, as the case may be, and
the method of any such presentation and surrender of certificates shall be at
the sole risk of the holder, mailing the same.

SECTION 11.3

         Any notice request or other communication to be given to a holder of
Series II Exchangeable Shares by or on behalf of the Company shall be in writing
and shall be valid and effective if given by mail (postage prepaid) or by
telecopy or delivery to the address of the holder recorded in the securities
register of the Company or, in the event of the address of any such holder not
being so recorded, then at the last known address of such holder. Any such
notice, request or other communication, if given by mail or telecopy, shall only
be deemed to have been given and received on the second Business Day following
the date of mailing and, if given by delivery, shall be deemed to have been
given and received on the date of delivery.

SECTION 11.4

         For greater certainty, the Company shall not be required for any
purpose under these share provisions to recognize or take account of persons who
are not so recorded in such securities register.

SECTION 11.5

         All Series II Exchangeable Shares acquired by the Company upon the
retraction thereof shall be cancelled.

SECTION 11.6

         Immediately upon the issuance and delivery to a holder of Series II
Exchangeable Shares at any time and from time to time of Adsero Common Shares
and the other Series II Exchangeable Share Consideration (if any) pursuant to
any Call Right, or any Insolvency Exchange Right or Automatic Exchange Right (as
such terms are defined in the Series II Exchangeable Shares Voting, Exchange and
Support Agreement), the Series II Exchangeable Shares which are the subject of
right shall be automatically converted into Common Shares of the Company on a
one-for-one basis and the holder thereof is entitled to receive a certificate or
certificates upon demand representing the Common Shares resulting from such
conversion. All Common Shares issued by the Company in respect of any conversion
of issued and fully paid Series II Exchangeable Shares shall be deemed to be
fully paid and non-assessable.

                                       39
<PAGE>
                                   EXHIBIT "A"
                               RETRACTION REQUEST

TO:               3091503 Nova Scotia Company (the "Company")
AND TO:           3091732 Nova Scotia Company ("Adsero Callco")

         This notice is given pursuant to Article 6 of the provisions (the
"Series II Exchangeable Share Provisions") attaching to the Series II
Exchangeable Shares of the Company represented by this certificate and all
capitalized words and expressions used in this notice which are defined in the
Series II Exchangeable Share Provisions have the meaning attributed to such
words and expressions in such Series II Exchangeable Share Provisions.

         The undersigned hereby notifies the Company that, subject to the
Retraction Call Right referred to below, the undersigned desires to have the
Company redeem in accordance with Article 6 of the Series II Exchangeable Share
Provisions:

[_]      all share(s) represented by this certificate; or

[_]      _________________________ share(s) only.

         The undersigned hereby notifies the Company that the Retraction Date
         shall be ________________________.

NOTE:    The Retraction Date must be a Business Day and must not be less than 10
         days nor more than 30 days after the date upon which this notice is
         received by the Company. In the event that no such Business Day is
         correctly specified above, the Retraction Date shall be deemed to be
         the 30th day (or, if such day is not a Business Day, the first Business
         Day thereafter) after the date on which this notice is received by the
         Company.

         The undersigned acknowledges the overriding Retraction Call Right of
Adsero Callco to purchase all but not less than all the Retracted Shares from
the undersigned and that this notice is and shall be deemed to be a revocable
offer by the undersigned to sell the Retracted Shares to Adsero Callco in
accordance with the Retraction Call Right on the Retraction Date for the price
and on the other terms and conditions set out in the Series II Exchangeable
Shares Voting, Exchange and Support Agreement and in these Exchangeable Share
Provisions. If Adsero Callco determines not to exercise the Retraction Call
Right, the Company will notify the undersigned of such fact as soon as possible.
This notice of retraction, and this offer to sell the Refracted Shares to Adsero
Callco, may be revoked and withdrawn by the undersigned by notice in writing
given to the Company at any time before the close of business on the third
Business Day immediately preceding the Retraction Date.

         The undersigned acknowledges that if, as a result of liquidity or
solvency provisions of applicable law, the Company is unable to redeem all
Retracted Shares, the undersigned will be deemed to have exercised the
Insolvency Exchange Right (as defined in the Series II Exchangeable Shares
Voting Exchange and Support Agreement) so as to require Adsero Callco to
purchase the unredeemed Retracted Shares.

                                       40
<PAGE>

         The undersigned represents and warrants to the Company and Adsero
Callco that the undersigned:

[_]      is
[_]      is not

a non-resident of Canada for purposes of the Income Tax Act (Canada). The
undersigned acknowledges that in the absence of an indication that the
undersigned is not a non-resident of Canada, withholding on account of Canadian
tax may be made from amounts payable to the undersigned from net proceeds of
sale or Adsero Common Shares deliverable on the redemption or purchase of the
Retracted Shares.

         The undersigned hereby represents and warrants to the Company and
Adsero Callco that the undersigned has good title to, and owns, the share(s)
represented by this certificate to be acquired by the Company or Adsero Callco,
as the case may be, free and clear of all liens, hypothecs, pledges, claims,
encumbrances, security interests and adverse claims or interests except pursuant
to the Series II Exchangeable Shares Voting, Exchange and Support Agreement or
these Series II Exchangeable Share Provisions.

 ---------------------                                --------------------------
 (Date)                                               (Signature of Shareholder)


[_]      Please check box if the securities and any cheque(s) resulting from the
         retraction of the Retracted Shares are to be held for pick-up by the
         shareholder at the principal executive office of the Company, failing
         which the securities and any cheque(s) or other non-cash assets will be
         delivered to the shareholder in accordance with the Exchangeable Share
         Provisions.

NOTE:    This panel must be completed and this certificate, together with such
         additional documents as the Company may require, must be deposited with
         the Company at its principal executive office. The securities and any
         cheque(s) resulting from the retraction or purchase of the Retracted
         Shares will be issued and registered in, and made payable to, or
         transferred into, respectively, the name of the shareholder as it
         appears on the register of the Company and the securities and cheque(s)
         resulting from such retraction or purchase will be delivered to the
         shareholder in accordance with these Series II Exchangeable Share
         Provisions.

Name of person in whose name securities or
cheque(s) are to be registered, issued or delivered

(PLEASE PRINT)


 -----------------------------------------
 Street Address or P.0. Box
 City, Province and Postal Code

 -----------------------------------------
 Signature of Shareholder

                                       41
<PAGE>

NOTE:    If this notice of retraction is for less than all of the share(s)
         represented by this certificate, a certificate representing the
         remaining shares of the Company will be issued and registered in the
         name of the shareholder as it appears on the register of the Company,
         unless the Share Transfer Power on the certificate is duly completed in
         respect of such shares.

                                       42
<PAGE>
                                  SCHEDULE "B"


                    CERTIFICATE OF THE POWERS, DESIGNATIONS,
                            PREFERENCES AND RIGHTS OF
                         SERIES A SPECIAL VOTING SHARES
                                 OF ADSERO CORP.

           Pursuant to Sections 151(g) of the General Corporation Law
                            of the State of Delaware


I, William Smith, the Chief Financial Officer of Adsero Corp., a Delaware
corporation (the "Company"), in accordance with the provisions of Section 103 of
the General Corporation Law of the State of Delaware (the "DGCL"), D0 HEREBY
CERTIFY that, pursuant to the provisions of Section 151 of the DGCL by unanimous
written agreement of the Board of Directors dated December , 2004 in lieu of a
meeting in accordance with Section 141(f) of the DGCL, the following resolutions
were unanimously adopted by the Board of Directors of the Company and pursuant
to authority conferred upon the Board of Directors by the provisions of the
March 19, 2004 Certificate of Amendment to the Certificate of Incorporation of
the Company (the "Certificate of Incorporation"), the Board of Directors of the
Company adopted resolutions providing for the issuance of a series of Preferred
Stock of the Company and fixing the relative powers, designations, preferences,
rights, qualifications, limitations and restrictions of such stock. These
resolutions which remain in full force and effect on the date hereof are as
follows:

                  "RESOLVED, that pursuant to authority expressly granted to and
         vested in the Board of Directors of the Company by the provisions of
         the Certificate of Incorporation, the issuance of a series of Preferred
         Stock of the Company to be designated "Series A Special Voting Shares",
         par value $0.0001 per share, which shall consist of 11,330,000 of the
         20,000,000 shares of Preferred Stock which the Company now has
         authority to issue, be, and the same hereby is authorized, and the
         Board hereby fixes the powers, designations, preferences and relative,
         participating, optional and other rights, and the qualifications,
         limitations and restrictions thereof, of the 11,330,000 shares of such
         series (in addition to the powers, designations, preferences and
         relative, participating, optional or other rights, and the
         qualifications, limitations or restrictions thereof, set forth in the
         Certificate of Incorporation which may be applicable to the Preferred
         Stock of this series) as follows:

                  I.       AUTHORIZED NUMBER AND DESIGNATION. 11,330,000 shares
                           of the Preferred Stock, each share having a par value
                           of $0.0001 of the Company is hereby constituted as a
                           series of the Preferred Stock designated as Series A
                           Special Voting Shares (the "Series A Special Voting
                           Shares").

                  II.      DIVIDENDS AND DISTRIBUTIONS. The holders of Series A
                           Special Voting Shares shall not be entitled to
                           receive on such Series A Special Voting Shares any
                           dividends declared and paid by the Company.

                  III.     VOTING RIGHTS. Except as otherwise required by law or
                           by the Certificate of Incorporation, the holders of
                           record of the Series A Special Voting

                                       43
<PAGE>

                           Shares will be entitled to all of the voting rights,
                           including the right to vote in person or by proxy, of
                           the Series A Special Voting Shares on any matters,
                           questions, proposals or propositions whatsoever that
                           may properly come before the shareholders of the
                           Company at a meeting at which holders of the
                           Company's Common Stock ("Common STOCK") are entitled
                           to vote ("Company Meeting") or with respect to all
                           written consents sought by the Company from its
                           shareholders including the holders of the Company's
                           Common Stock ("Company Consent"). In respect of all
                           matters concerning the Voting Rights, the Series A
                           Special Voting Shares and the Common Stock shall vote
                           as a single class.

                  IV.      REDEMPTION AND ADJUSTMENTS OF SERIES A SPECIAL VOTING
                           SHARES

                           Subject to applicable law, the Company shall
                           automatically redeem Series A Special Voting Shares
                           for an amount per share equal to $0.0001, in direct
                           proportion to, and at the time of, each issuance of
                           shares of the Company's Common Stock, to holders of
                           Series A Special Voting Shares whenever any Series I
                           or Series II Exchangeable Shares held by a holder in
                           the capital of 3091503 Nova Scotia Company at such
                           time is retracted, purchased or exchanged pursuant to
                           a certain Series I or Series II Exchangeable Shares
                           Voting, Exchange and Support Agreement among the
                           Company, YAC Corp., 3091732 Nova Scotia Company,
                           3091503 Nova Scotia Company and the holders of shares
                           as defined in such Series I or Series II Exchangeable
                           Shares Voting, Exchange and Support Agreement. From
                           and after each redemption date, all rights of the
                           holders of redeemed Series A Special Voting Shares
                           shall cease with respect to such shares and such
                           shares shall not hereafter be deemed to be
                           outstanding for any purpose whatsoever. Any such
                           holder shall surrender to the Company, for
                           cancellation, the certificate representing the Series
                           A Special Voting Shares held by such holder being
                           surrendered pursuant to these provisions. If only a
                           part of the Series A Special Voting Shares
                           represented by any certificate surrendered to the
                           Company are to be the cancelled by the Company
                           hereunder, a new certificate for the balance of such
                           Series A Special Voting Shares shall be issued by the
                           Company and delivered to the holder at the expense of
                           the Company.

                  V.       LIQUIDATION PREFERENCE.

                           Upon any liquidation, dissolution or winding up of
                           the Company, whether voluntary or involuntary, and
                           subject to any prior rights of holders of shares of
                           Preferred Stock ranking senior to the Series A
                           Special Voting Shares, the holders of Series A
                           Special Voting Shares shall be paid an amount
                           totaling $0.0001 per share, together with payment to
                           any class of stock ranking equally with the Series A
                           Special Voting Shares, and before payment shall be
                           made to the holders of any stock ranking on
                           liquidation junior to the Series A Special Voting
                           Shares.

                                       44
<PAGE>

                  VI.      RANKING.

                           The Series A Special Voting Shares shall rank junior
                           to all other series of the Company's Preferred Stock,
                           unless the terms of any such series shall provide
                           otherwise.

                  VII.     VETO.

                           As long as any Special Voting Share is outstanding,
                           (i) the Company shall not issue or create any other
                           series of the Preferred Stock which may affect the
                           voting rights of the holders of the Series A Special
                           Voting Shares and (ii) the Company may not take any
                           corporate action that would serve to diminish the
                           voting rights of holders of the Series A Special
                           Voting Shares in a manner different from the voting
                           rights of holders of the Company's Common shares
                           without the prior written consent of persons holding
                           at least 75% of the then outstanding Series A Special
                           Voting Shares.

RESOLVED FURTHER, that the Chief Executive Officer, President or any Vice
President and the Secretary or any Assistant Secretary of the Company be, and
they hereby are authorized and directed to prepare and file (or cause to be
prepared and filed) a Certificate of the Powers, Designations, Preferences and
Rights in accordance with the foregoing resolution and the provisions of the
laws of Delaware and to take such actions as they may deem necessary or
appropriate to carry out the intent of the foregoing resolutions.

IN WITNESS WHEREOF, I have executed and subscribed to this Certificate and do
hereby affirm the foregoing as true under the penalties of perjury this ________
day of _____________, 2004.

ADSERO CORP.

 --------------------------
 William Smith
 Chief Financial Officer

                                       45

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>ex_10-4.txt
<DESCRIPTION>PREFERRED SHARES PURCHASE AND SUPPORT AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.4

                                  ADSERO CORP.

                                       and

                                    YAC CORP.

                                       and

                           3091732 NOVA SCOTIA COMPANY
                               AS "ADSERO CALLCO"

                                       and

                           3091503 NOVA SCOTIA COMPANY
                              AS "COMPANY" OR "TAC"

                                       and

                      THE PERSONS WHO HOLD PREFERRED SHARES
                               OF THE COMPANY AND
                  ARE IDENTIFIED AS "HOLDERS" ON THE SIGNATURE
                                   PAGE HEREOF
                                  AS "HOLDERS"



                                PREFERRED SHARES



                         PURCHASE AND SUPPORT AGREEMENT

<PAGE>
                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION
                         ------------------------------
                                                                          Page #

Section 1.1       Definitions                                                  1
Section 1.2       Interpretation Not Affected by Headings, Etc.                3
Section 1.3       Number, Gender, Etc.                                         3
Section 1.4       Date for Any Action                                          3
Section 1.5       Currency                                                     3

                                    ARTICLE 2
                            SHAREHOLDER'S INFORMATION
                            -------------------------

Section 2.1       Copies of Shareholder Information                            3
Section 2.2       Other Materials                                              3

                                    ARTICLE 3
           CERTAIN RIGHTS OF ADSERO CALLCO TO ACQUIRE PREFERRED SHARES
           -----------------------------------------------------------

Section 3.1       Adsero Callco Retraction Call Right                          4
Section 3.2       Restrictions on Transfer                                     4
Section 3.3       Call Rights                                                  5

                                    ARTICLE 4
                    REPRESENTATIONS, WARRANTIES AND COVENANTS
                  OF ADSERO, YAC, ADSERO CALLCO AND THE COMPANY
                  ---------------------------------------------

Section 4.1       Covenants of Adsero Regarding Preferred Shares               5
Section 4.2       Notification of Certain Events                               6
Section 4.3       Delivery of Shares by the Company                            6
Section 4.4       Ownership of Outstanding Shares; Voting                      7
Section 4.5       Adsero and Affiliates Not to Vote Preferred Shares           7
Section 4.6       Tender Offers, Etc.                                          7
Section 4.7       Representations and Warranties of Adsero
                  YAC, Adsero Callco and the Company                           7
Section 4.8       Registration and Reservation of Adsero
                  Common Shares                                                8

                                    ARTICLE 5
                     AMENDMENTS AND SUPPLEMENTAL AGREEMENTS
                     --------------------------------------

Section 5.1          Amendments, Modifications, Etc.                           8
Section 5.2          Changes in Capital of Adsero and the Company              8

                                    ARTICLE 6
                                   TERMINATION
                                   -----------

Section 6.1       Term                                                         9

                                    ARTICLE 7
                                     GENERAL
                                     -------

Section 7.1       Severability                                                 9
Section 7.2       Enurement                                                    9
Section 7.3       Notices to Parties                                           9
Section 7.4       Risk of Payments by Post                                    10

                                        i
<PAGE>

                                                                          Page #

Section 7.5       Counterparts                                                11
Section 7.6       Jurisdiction                                                11
Section 7.7       Language                                                    11


                                    ADDENDA
                                    -------

Schedule "A" -  Preferred Share Provisions.



                                       ii
<PAGE>
                                PREFERRED SHARES

                         PURCHASE AND SUPPORT AGREEMENT

         THIS AGREEMENT is entered into as of January 2, 2005, by Adsero Corp.,
a corporation existing under the laws of the State of Delaware and doing
business as Adsero Corp. ("Adsero"), 3091732 Nova Scotia Company, an unlimited
company existing under the laws of the Province of Nova Scotia ("Adsero
Callco"), 3091503 Nova Scotia Company, an unlimited company existing under the
laws of the Province of Nova Scotia (the `Company"), YAC Corp. ("YAC") and the
persons who hold Preferred Shares of the Company and are Identified as the
"Holders' on the signature page hereof (collectively, the "Holders").

         WHEREAS, pursuant to a Share Purchase Agreement dated as of January 2,
2005, by and among Adsero, the Company, Adsero Callco, YAC, Teckn-O-Laser
Company, Teckn-O-Laser Global Company, the Holders, and other security holders
of the Company named therein (the "Purchase Agreement"), the parties thereto
agreed that on the closing of the transactions contemplated under the Purchase
Agreement, the parties hereto would execute and deliver an Exchange and Support
Agreement containing the terms and conditions set forth as an Exhibit to the
Purchase Agreement;

         AND WHEREAS pursuant to the Purchase Agreement, the Company has issued
to the Holders certain Preferred Shares of the Company (the "Preferred Shares")
having the rights, privileges, restrictions and conditions set forth in Schedule
"A" (collectively, the "Preferred Share Provisions");

         AND WHEREAS Adsero Callco is to have the right, exercisable upon the
occurrence of certain events, to require the Holders to sell their Preferred
Shares to Adsero Callco pursuant to a predetermined schedule;

         NOW THEREFORE, in consideration of the respective covenants and
agreements provided in this agreement and for other good and valuable
consideration (including the payment of $1.00 and other valuable consideration
by the Holders to each of Adsero, YAC, Adsero Callco and the Company in
consideration of the right granted to the Holders herein) (the receipt and
sufficiency of which are hereby acknowledged), the parties agree as follows:


                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION
                         ------------------------------

SECTION 1.1       Definitions.

In this agreement, the following terms shall have the following meanings:

         "ACT" means the Companies Act (Nova Scotia), as amended, consolidated
         or reenacted from time to time.

         "ADSERO COMMON SHARES" means the shares of Common Stock, par value
         $0.001 per share, in the capital of Adsero.

                                        1
<PAGE>

         "AFFILIATE" shall have the meaning ascribed thereto in the Canada
         Business Corporations Act, as amended, consolidated or re-enacted from
         time to time.

         "BOARD OF DIRECTORS" means the board of directors of the Company;

         "BUSINESS DAY" has the meaning provided in the Preferred Share
         Provisions.

         "CONVERSION DATE" has the meaning provided in the Preferred Share
         Provisions.

         "CONVERSION REQUEST" has the meaning provided in the Preferred Share
         Provisions.

         "EFFECTIVE DATE" has the meaning provided in the Preferred Share
         Provisions.

         "HOLDER(S)" means a Holder who exercises any of the rights provided
         hereunder, as the context requires.

         "INSIDER" means (i) an officer or director of Adsero or of a subsidiary
         thereof, (ii) a person beneficially owing ten percent (10%) or more of
         the issued and outstanding voting securities of Adsero or (iii) a
         person that directly or indirectly through one or more intermediaries,
         controls or is controlled by, or is under common control with Adsero.

         "INSOLVENCY EVENT" means the institution by the Company of any
         proceeding to be adjudicated a bankrupt or insolvent or to be dissolved
         or wound-up, or the consent of the Company to the institution of
         bankruptcy, insolvency, dissolution or winding-up proceedings against
         it, or the filing of a petition, answer or consent seeking dissolution
         or winding-up under any bankruptcy, insolvency or analogous laws,
         including without limitation the Companies Creditors' Arrangement Act
         (Canada) and the Bankruptcy and Insolvency Act (Canada), and the
         failure by the Company to contest in good faith any such proceedings
         commenced in respect of the Company within 15 days of becoming aware
         thereof, or the consent by the Company to the filing of any such
         petition or to the appointment of a receiver, or the making by the
         Company of a general assignment for the benefit of creditors, or the
         admission in writing by the Company of its inability to pay its debts
         generally as they become due or the failure by the Company to declare
         and pay any dividends as set forth under Article 3 of the Series I and
         Series II Exchangeable Share Provisions, or the Company not being
         permitted, pursuant to liquidity or solvency requirements of applicable
         law, to declare any dividend or to redeem any Retracted Shares pursuant
         to Section 6.5 of the Series I and Series II Exchangeable Share
         Provisions.

         "OFFICER'S CERTIFICATE" means, with respect to Adsero or the Company, a
         certificate signed on behalf of such entity by any one of the Chairman
         of the Board, the Vice-Chairman of the Board, the Chief Executive
         Officer, the President, the Chief Financial Officer or any Executive
         Vice-President, Senior Vice-President or Vice-President (or the
         officers with equivalent responsibilities) of Adsero or the Company.

         "PERSON" includes an individual, body corporate, partnership, company,
         unincorporated syndicate or organization, trust, trustee, executor,
         administrator and other legal representative.

                                        2
<PAGE>

         "PREFERRED SHARE PROVISIONS" are as described in Schedule "A".

         "PREFERRED SHARES" has the meaning provided in the Preferred Share
         Provisions.

         "SUBSIDIARY" has the meaning provided in the Preferred Share
         Provisions.

SECTION 1.2       Interpretation Not Affected by Headings, Etc.

         The division of this agreement into articles, Sections and paragraphs
and the insertion of headings are for convenience of reference only and shall
not affect the construction or interpretation of this agreement.

SECTION 1.3       Number, Gender, Etc.

         Words importing the singular number only shall include the plural and
vice versa. Words importing the use of any gender shall include all genders.

SECTION 1.4       Date for Any Action.

         If any date on which any action is required to be taken under this
agreement is not a Business Day, such action shall be required to be taken on
the next succeeding Business Day.

SECTION 1.5       Currency

         All amounts in this agreement and its Schedule "A" are in Canadian
currency.

                                    ARTICLE 2
                            SHAREHOLDER'S INFORMATION
                            -------------------------

SECTION 2.1       Copies of Shareholder Information.

         Adsero shall mail or cause to be mailed (or otherwise communicate in
the same manner as Adsero uses in communications to holders of Adsero Common
Shares) to the Holders copies of all information statements, reports (including
without limitation all interim and annual financial statements) and other
written communications that are distributed from time to time to holders of
Adsero Common Shares at the same time as such materials are first sent to
holders of Adsero Common Shares.

SECTION 2.2       Other Materials.

         Immediately after receipt by Adsero of any material sent or given
generally to the holders of Adsero Common Shares by or on behalf of a third
party, including without limitation information circulars (and related
information and material) and tender and exchange offer circulars (and related
information and material), Adsero shall obtain and deliver to the Holders copies
thereof as soon as possible thereafter.

                                        3
<PAGE>
                                    ARTICLE 3
           CERTAIN RIGHTS OF ADSERO CALLCO TO ACQUIRE PREFERRED SHARES
           -----------------------------------------------------------

SECTION 3.1       Adsero Callco Retraction Call Right.

(1) Adsero Callco shall have the overriding right (the "Retraction Call Right"),
notwithstanding the proposed retraction of any Preferred Shares by a Holder
pursuant to Article 6 of the Preferred Share Provisions, to purchase from such
Holder on such Retraction Date the number of Preferred Shares that such Holder
has requested to be redeemed by the Company (the "Retracted Shares") held by
such Holder on payment by Adsero Callco to such Holder of an amount per
Retracted Share (the "Retraction Call Purchase Price") equal to one dollar for
each Preferred Share and nothing more (the "Purchase Price") which shall be
satisfied in full by Adsero Callco delivering or causing to be delivered to such
Holder the Purchase Price. In the event of the exercise of the Retraction Call
Right by Adsero Callco, such Holder shall be obligated to sell all of the
Retracted Shares held by such Holder to Adsero Callco on the Retraction Date on
payment by Adsero Callco to such Holder of the Purchase Price for each such
share and the Company shall have no obligation to redeem such shares so
purchased by Adsero Callco.

(2) Upon receipt by the Company of a Retraction Request, the Company shall
immediately notify Adsero Callco thereof. To exercise the Retraction Call Right,
Adsero Callco must notify the Company and the Holders of Adsero Callco's
intention to exercise such right within ten days of such notification to Adsero
Callco by the Company of receipt of the Retraction Request. The Company will
notify such Holders as to whether or not Adsero Callco has exercised the
Retraction Call Right forthwith after the expiry of the period during which the
same may be exercised by Adsero Callco. If Adsero Callco exercises the
Retraction Call Right, and provided that the Retraction Request is not revoked
by the Holder in the manner specified in Section 6.6 of the Preferred Share
Provisions, the Retraction Request shall thereupon be considered only to be an
offer by the Holder to sell such Retracted Shares to Adsero Callco in accordance
with the Retraction Call Right, and on the Retraction Date Adsero Callco will
purchase and each Holder will sell such Retracted Shares for the Purchase Price
which price shall be paid cash.

(3) For the purposes of completing the purchase of the Retracted Shares pursuant
to the Retraction Call Right, Adsero Callco shall deliver to each Holder, on or
before the Retraction Date, the Purchase Price upon presentation and surrender
by the Holders of certificates representing such Retracted Shares, together with
such other documents and instruments as may be required to effect a transfer of
Retracted Shares under the Act and the constating documents of the Company.

SECTION 3.2       Restrictions on Transfer

         No Holder shall Transfer any Preferred Shares (or any other securities
of the Company received on account of the Holder's ownership of Preferred
Shares) unless such Transfer is (i) a Transfer of Preferred Shares by such
Holder for the Purchase Price pursuant to the terms of this agreement or (ii) is
a Transfer approved by the Board of Directors, which approval may be withheld
for any reason. As used above, the term "Transfer" includes the making of any
sale, exchange, assignment, hypothecation, gift, security interest, pledge or
other encumbrance, or any contract therefor, or other agreement or arrangement
with respect to the transfer of rights or any other beneficial interest in such
securities, the creation of any other claim thereto or any

                                        4
<PAGE>

other transfer or disposition whatsoever, whether voluntary or involuntary,
affecting the right, title, interest or possession in or to such securities.

SECTION 3.3       Call Rights.

         The Holders and the Company hereby acknowledge the Adsero Callco
Retraction Call Right in favour of Adsero Callco and further agree that the
Adsero Callco Retraction Call Right (i) is granted to Adsero Callco by the
Holders in partial consideration of the obligations of Adsero under the Purchase
Agreement; and (ii) may be assigned at any time and from time to time by Adsero
Callco in whole or in part upon written notice to the Holders provided that:

                  (x)      such assignee acknowledges in writing the Preferred
                           Share Provisions and agrees to be bound by the terms
                           of this agreement; and

                  (y)      notwithstanding such assignment, Adsero Callco shall
                           remain solidarily (jointly and severally) liable with
                           such assignee in respect of the obligations of such
                           assignee in connection with the exercise of the
                           Adsero Callco Retraction Call Right.


                                    ARTICLE 4
                    REPRESENTATIONS, WARRANTIES AND COVENANTS
                  OF ADSERO, YAC, ADSERO CALLCO AND THE COMPANY
                  ---------------------------------------------

SECTION 4.1       Covenants of Adsero Regarding Preferred Shares.

         So long as any Preferred Shares are outstanding, Adsero will and will
cause its Subsidiaries to:

         (a) not declare or pay any dividend on the Adsero Common Shares unless
         (i) the Company shall declare and pay, as the case may be, an
         equivalent dividend (as provided for in the Series I and the Series II
         Exchangeable Share Provisions) on any issued Series I and the Series II
         Exchangeable Shares and (ii) the Company shall have sufficient money or
         other assets or authorized but unissued securities available to enable
         the due declaration and the due and punctual payment, in accordance
         with applicable law, of any such dividend on the Series I and the
         Series II Exchangeable Shares;

         (b) not permit the Company to issue any further Preferred Shares, or
         any other shares of the Company having an attribute which permits the
         holders thereof to exchange or convert into shares of Adsero or any
         Affiliate of Adsero;

         (c) enable, cause and permit the Company, in accordance with and
         subject to applicable law, to do all such things as are reasonably
         necessary or, in Adsero's judgment's desirable, to enable and permit
         the Company to cause to be delivered Series II Exchangeable Shares to
         the Holders in accordance with the provisions of Article 5 of the
         Preferred Share Provisions;

         (d) enable, cause and permit the Company in accordance with and subject
         to applicable law, to cause to be delivered Series II Exchangeable
         Shares to the Holders

                                        5
<PAGE>

         upon the conversion of the Preferred Shares in accordance with the
         provisions of Article 5 or Article 6 of the Preferred Share Provisions,
         as the case may be;

         (e) enable and permit Adsero Callco and any assignee of Adsero Callco,
         in accordance with applicable law, to perform its obligations arising
         upon the exercise by it of the Adsero Callco Retraction Call Request;
         and

         (f) not consent to nor exercise its vote as a member of the Company to
         initiate or permit the voluntary liquidation, dissolution or winding-up
         of the Company nor take any action or omit to take any action that is
         designed to result in the liquidation, dissolution or winding-up of the
         Company.

SECTION 4.2       Notification of Certain Events.

         In order to assist Adsero and Adsero Callco to comply with their
respective rights and obligations hereunder, the Company will give each of
Adsero, Adsero Callco and, as the case may be, the Holders notice of each of the
following events at the time set forth below:

         (a) any determination by the Board of Directors to institute voluntary
         liquidation, dissolution or winding-up proceedings with respect to the
         Company or to effect any other distribution of the assets of the
         Company among its members for the purpose of winding-up its affairs, at
         least 30 days prior to the proposed effective date of such liquidation,
         dissolution, winding-up or other distribution; it being understood that
         any merger, amalgamation, consolidation, or similar transaction, and
         any sale of all or any or substantially all of the assets of the
         Company shall not, in and of itself, constitute a liquidation,
         dissolution or winding-up;

         (b) promptly, upon the earlier of (i) receipt by the Company of notice
         of, and (ii) the Company otherwise becoming aware of any threatened or
         instituted claim, suit, petition or other proceedings with respect to
         the involuntary liquidation, dissolution or winding-up of the Company
         or to effect any other distribution of the assets of the Company among
         its members for the purpose of winding-up its affairs or of the
         occurrence of any Insolvency Event;

         (c) promptly, upon receipt by the Company of a Conversion Request; and

         (d) promptly in the event of any determination by the Board of
         Directors to take any action which would require a vote of the holders
         of Preferred Shares.

SECTION 4.3       Delivery of Shares by the Company

         All Series II Exchangeable Shares issuable pursuant to this agreement
or the Preferred Share Provisions shall be duly issued as fully paid and
non-assessable free and clear of any lien, hypothec, pledge, claim, encumbrance,
security interest or adverse claim or interest, other than those arising
hereunder, or under the Preferred Share Provisions. Any Preferred Shares
delivered by the Holders to the Company, Adsero Callco, Adsero or their
Affiliates pursuant to this agreement or the Preferred Share Provisions shall be
delivered free and clear of any lien, hypothec, pledge, claim, encumbrance,
security interest or adverse claim or interest, other than those arising
hereunder, under the Preferred Share Provisions or under applicable securities
laws.

                                        6
<PAGE>


SECTION 4.4       Ownership of Outstanding Shares; Voting.

         So long as any Preferred Shares are outstanding, (i) Adsero shall
remain the sole shareholder of YAC; (ii) YAC shall remain the sole shareholder
of Adsero Callco; and (iii) Adsero Callco shall remain the sole owner of issued
and outstanding securities of the Company to which are attached the voting
interests for the election of directors of the Company unless it obtains the
prior approval of the Holders given in accordance with Section 8.2 of the
Preferred Share Provisions. Adsero and its Subsidiaries shall not vote any
Preferred Shares in respect of any resolution referred to in Section 8.2 of the
Preferred Share Provisions.

SECTION 4.5       Adsero and Affiliates Not to Vote Preferred Shares.

         Each of Adsero and Adsero Callco will appoint and cause to be appointed
proxyholders with respect to all Preferred Shares held by it or them and its or
their respective Affiliates for the sole purpose of attending each meeting of
Holders in order to be counted as part of the quorum for each such meeting. Each
of Adsero and Adsero Callco further covenants and agrees that it and they will
not and will cause its and their Affiliates not to exercise any voting rights
with respect to the Preferred Shares held by it or them or its or their
Affiliates in respect of any matter considered at any meeting of holders of
Preferred Shares.

SECTION 4.6       Tender Offers, Etc.

         Adsero shall provide timely notice to the Holders of any proposed share
exchange offer, issuer bid, take-over bid or similar transaction (including any
Adsero Control Transaction as defined in the Preferred Share Provisions) with
respect to Adsero Common Shares proposed by Adsero or proposed to Adsero or its
stockholders (the "Offer") and recommended by the board of directors of Adsero,
or otherwise effected or to be effected with the consent or approval of the
board of directors of Adsero. Moreover, Adsero will use its best efforts
expeditiously and in good faith to take all such actions and to do all such
things as are necessary and desirable to enable and permit the Holders to
participate in such Offer to the same extent and on an economically equivalent
basis as the holders of Adsero Common Shares, without discrimination. Without
limiting the generality of the foregoing, Adsero will use its best efforts
expeditiously and in good faith to ensure that the Holders may participate in
all such Offers.

SECTION 4.7       Representations and Warranties of Adsero, YAC, Adsero Callco
                  and the Company

         Each of Adsero, YAC, Adsero Callco and the Company hereby represent and
warrant that:

         (a) it is a corporation incorporated and existing under the laws of its
         incorporating jurisdiction and has the corporate power and authority to
         enter into and perform its obligations under this agreement;

         (b) the execution, delivery and performance by it of this agreement

                  (i) has been duly authorized by all necessary corporate action
         on its part;

                  (ii) do not (or would not with the giving of notice, the lapse
         of time or the

                                        7
<PAGE>

         happening of any other event or condition) result in a breach or a
         violation of, or conflict with, any of the terms or provisions of its
         constating documents or articles of association or any material
         contracts or instruments to which it is a party or pursuant to which
         any of its assets or property may be affected; and

                  (iii) will not result in the violation of any law; and

         (c) this agreement has been duly executed and delivered by it and
         constitutes a legal, valid and binding obligation enforceable against
         it in accordance with its terms.

SECTION 4.8       Registration and Reservation of Adsero Common Shares.

                  Adsero hereby represents, warrants and covenants that it has
and will at all times keep available, free from pre-emptive and other rights,
out of its authorized and unissued capital stock such number of Adsero Common
Shares as are now and may hereafter be required to enable and permit the Company
to meet its obligations hereunder and under the Series I and Series II
Exchangeable Share Provisions. Furthermore, Adsero represents, warrants and
covenants that it will, at all times as of the effective date of the
registration statement being accepted by the United States Securities and
Exchange Commission maintain a sufficient number of Adsero Common Shares duly
registered in accordance with the Securities Act 1933 and the Securities
Exchange Act 1934 as are now and may hereafter be required in order to enable
the Company or, as the case may be, Adsero Callco to meet their respective
obligations hereunder or under the Series I and Series II Exchangeable Share
Provisions and the Preferred Share Provisions; Adsero shall maintain at all
times the Adsero Common Shares listed on the OTC Bulletin Board or an equivalent
recognized North American Stock Exchange.


                                    ARTICLE 5
                     AMENDMENTS AND SUPPLEMENTAL AGREEMENTS
                     --------------------------------------

 SECTION 5.1      Amendments, Modifications, Etc.

         This agreement may not be amended, modified or waived except by an
agreement in writing executed by the parties hereto.

 SECTION 5.2      Changes in Capital of Adsero and the Company.

         At all times after the occurrence of any event effected pursuant to the
Preferred Share Provisions or this agreement as a result of which either Adsero
Common Shares, the Preferred Shares or the Series II Exchangeable Shares or all
of them are in any way changed, this agreement shall forthwith be amended and
modified as necessary in order that the Holders maintain economically equivalent
rights and, in order that, where required, this agreement will apply with full
force and effect, mutatis mutandis, to all new securities into which Adsero
Common Shares, the Preferred Shares or the Series II Exchangeable Shares or all
of them are so changed and the parties hereto shall execute and deliver a
supplemental agreement giving effect to and evidencing such necessary amendments
and modifications. So long as there are any Preferred Shares outstanding, (i)
the Company will not issue any additional Preferred Shares to any Person, (other
than the Holders), (ii) YAC will not issue any securities to any Person other
than Adsero; and (iii) Adsero Callco will not issue any securities to any
Person, other than YAC.

                                        8
<PAGE>
                                    ARTICLE 6
                                   TERMINATION
                                   -----------

 SECTION 6.1      Term.

         This agreement shall continue until the earlier occurrence of the
following events:

         (a) no Preferred Share is outstanding; or

         (b) each of the parties hereto elects in writing to terminate this
agreement


                                    ARTICLE 7
                                     GENERAL
                                     -------

 SECTION 7.1      Severability.

         The provisions of this agreement shall be deemed severable and the
invalidity or unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof. If any provision of this
agreement, or the application thereof to any Person or entity or any
circumstance, is invalid or unenforceable, the remainder of this agreement and
the application of such provision to other Persons or circumstances shall not be
affected by such invalidity or unenforceability nor shall such invalidity or
unenforceability affect the validity or enforceability of such provision, or the
application thereof, in any other jurisdiction.

SECTION 7.2       Enurement.

         This agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.

SECTION 7.3       Notices to Parties.

         Any notice, direction or other communication given under this agreement
shall be in writing and given by mail or delivering it or sending it by telecopy
or similar form or recorded communication addressed:

         (a) if to Adsero, YAC or to Adsero Callco, to:

                  ADSERO CORP.
                  11 Tanager Avenue, Suite 100
                  Toronto, ON M4G 3P9
                  Attention: Chief Executive Officer

                  Telephone:  (416) 467-5152
                  Telecopier: (416) 467-7173

                  with a copy to:

                                        9
<PAGE>

                  Gottbetter & Partners LLP
                  488 Madison Ave., 12th Floor
                  New York, NY  10022-5718
                  USA

                  Attention:  Scott Rapfogel

                  Telephone:  (212) 400-6900
                  Telecopier: (212) 400-6901

         (b) if to the Company, to:

                  c/o Adsero Corp
                  as set forth above.

         (c) if to any Holder, to:

                  the address of the Holder recorded in the securities register
                  of the Company, or, in the event of the address of any such
                  Holder not being so recorded, then at the last known address
                  of such Holder.

                  with a copy to:

                  Belanger Sauve s.e.n.c
                  1 Place Ville Marie
                  17th Floor
                  Montreal, Quebec   H3B 2C1

                  Attention    Claude Picard

         Any notice, request or other communication to be given to a Holder of
Preferred Shares by or on behalf of the Company shall be in writing and shall be
valid and effective if given by mail (postage prepaid) or by telecopy or
delivery to the address of the Holder of record in the securities register of
the Company or, in the event of the address of any such Holder not being so
recorded, then at the last known address of such Holder. Any such notice,
request or other communication, if given by mail or telecopy, shall only be
deemed to have been given and received on the second Business Day following the
date of mailing and, if given by delivery, shall be deemed to have been given
and received on the date of delivery. The failure to deliver a notice to an
Insider of either the Company, Adsero Callco, YAC or Adsero at the time such
notice was required to be sent shall not amount to a default under this
agreement or the Preferred Share Provisions.

SECTION 7.4       Risk of Payments by Post.

         Whenever payments are to be made or documents are to be sent to the
Holders by the Company, Adsero or Adsero Callco, or by the Holders to the
Company, Adsero or Adsero Callco, the making of such payment or sending of such
document sent through the post shall be at the risk of the Company, Adsero or
Adsero Callco, in the case of payments made or documents sent by the Company,
Adsero or Adsero Callco, and the Holders, in the case of payments made or
documents sent by the Holders.

                                       10
<PAGE>

SECTION 7.5       Counterparts.

         This agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the
same instrument.

SECTION 7.6       Jurisdiction.

         This agreement shall be construed and enforced in accordance with the
laws of the Province of Quebec and the laws of Canada applicable therein.

SECTION 7.7       Language

         Parties have agreed that this Agreement and its schedules be drafted in
the English language only. Les Parties ont convenu que cette convention et ses
annexes soient redigees en anglais seulement.

         IN WITNESS WHEREOF, the parties hereby have executed this agreement or
caused this agreement to be executed by their respective duly authorized
officers as of the date first above written. [Signatures to be updated]

ADSERO CORP.                            3091503 NOVA SCOTIA COMPANY

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

3091732 NOVA SCOTIA COMPANY             YAC CORP.

Per: /s/ William Smith                  Per: /s/ William Smith
     -------------------------------         ------------------------------
Name:  William Smith                    Name:  William Smith
Title: President                        Title: President


HOLDERS:

9144-6773 QUEBEC INC.                   9144-6906 QUEBEC INC.

Per: /s/ Yvon Leveille                  Per: /s/ Alain Lachambre
     -------------------------------         ------------------------------
Name:  Yvon Leveille                    Name: Alain Lachambre
Title: President                        Title: President

                                       11
<PAGE>
                                  SCHEDULE "A"
                                  ------------

                 PROVISIONS ATTACHING TO THE PREFERRED SHARES OF
                           3091503 NOVA SCOTIA COMPANY

         The Preferred Shares with a par value of $1.00 per share in the capital
of the Company shall have the following rights, privileges, restrictions and
conditions:


                                    ARTICLE 1
                                 INTERPRETATION

         For the purposes of these rights, privileges, restrictions and
conditions:

SECTION 1.1       Definitions.

"ACT" means the Companies Act (Nova Scotia) as amended, consolidated or
re-enacted from time to time.

"ADSERO" means Adsero Corp., a Delaware corporation doing business as Adsero and
includes any successor corporation.

"ADSERO CALLCO" means 3091732 Nova Scotia Company, an unlimited company
incorporated and existing under the laws of the Province of Nova Scotia, and
includes any successor company.

"ADSERO COMMON SHARES" means the shares of Common Stock, par value U.S. $0.001
per share, in the capital of Adsero.

"ADSERO CONTROL TRANSACTION" shall be deemed to have occurred if:

         (a) except for the holders or any of them, any person, firm or
         corporation acquires directly or indirectly the Beneficial Ownership
         (as defined in Section 13(d) of the Securities Exchange Act of 1934, as
         amended) of any voting security of Adsero and immediately after such
         acquisition, the acquirer has Beneficial Ownership of voting securities
         representing 50% or more of the total voting power of all the then
         outstanding voting securities of Adsero;

         (b) The individuals who:

                  (i) as of the Effective Date constitute the Board of Directors
                  of Adsero (the "Original Directors");

                  (ii) thereafter are elected to the Board of Directors of
                  Adsero (the "Adsero Board") and whose election, or nomination
                  for election, to the Adsero Board was approved by a vote of at
                  least 2/3 of the Original Directors then still in office (such
                  directors being called "Additional Original Directors"); or

                                       12
<PAGE>

                  (iii) are elected to the Adsero Board and whose election, or
                  nomination for election, to the Adsero Board was approved by a
                  vote of at least 2/3 of the Original Directors and Additional
                  Original Directors then still in office,

cease for any reason to constitute a majority of the members of the Adsero
Board;

         (c) The stockholders of Adsero shall approve a merger, consolidation,
         recapitalization or reorganization of Adsero or consummation of any
         such transaction if stockholder approval is not sought or obtained,
         other than any such transaction which would result in at least 75% of
         the total voting power represented by the voting securities of the
         surviving entity outstanding immediately alter such transaction being
         Beneficially Owned by holders of outstanding voting securities of
         Adsero immediately prior to the transaction, with the voting power of
         each such continuing holder relative to such other continuing holders
         being not altered substantially in the transaction; or

         (d) The stockholders of Adsero shall approve a plan of complete
         liquidation of Adsero or an agreement for the sale or disposition by
         Adsero of all or a substantial portion of Adsero's assets (i.e. 50% or
         more in value of the total assets of Adsero).

"AFFILIATE" has the meaning ascribed thereto in the Canada Business Corporations
Act as amended, consolidated or re-enacted from time to time.

"BOARD OF DIRECTORS" means the Board of Directors of the Company and any
committee thereof acting within its authority.

"BUSINESS DAY" means any day, other than a Saturday, a Sunday or a day when
banks are not generally open for business in Montreal, Quebec or New York, New
York.

"COMMON SHARES" means the common shares in the capital of the Company.

"COMPANY" means 3091503 Nova Scotia Limited, a company existing under the Act.

"EFFECTIVE DATE" means the date of issue of the Preferred Shares.

"INSOLVENCY EVENT" has the meaning provided in the Preferred Shares Purchase and
Support Agreement.

"LIQUIDATION CONSIDERATION" has the meaning provided in Section 5.1 hereof.

"LIQUIDATION DATE" has the meaning provided in Section 5.1 hereof.

"PREFERRED SHARE VOTING EVENT" means any matter in respect of which holders of
Preferred Shares are entitled to vote as members (shareholders) of the Company
in order to approve or disapprove, as applicable, any change to, or in the
rights of the holders of the Preferred Shares.

"PREFERRED SHARES" means the preferred shares in the capital of the Company
having the rights, privileges, restrictions and conditions set forth herein.

"PREFERRED SHARES PURCHASE AND SUPPORT AGREEMENT" means that certain Purchase
and Support Agreement between Adsero, YAC, Adsero Callco, the Company, and the
holders of

                                       13
<PAGE>

Preferred Shares as of the Effective Date to be entered into contemporaneously
with the first issue of the Preferred Shares.

"RETRACTED SHARES" has the meaning provided in Section 6.1(a) hereof.

"RETRACTION CALL RIGHT" has the meaning provided in the Preferred Shares
Purchase and Support Agreement.

"RETRACTION DATE" has the meaning provided in Section 6.1(b) hereof.

"RETRACTION REQUEST" has the meaning provided in Section 6.1 hereof.

"SUBSIDIARY", in relation to any person, means any body corporate, partnership,
joint venture, association or other entity of which more than 50% of the total
voting power of shares or units of ownership or beneficial interest entitled to
vote in the election of directors (or members of a comparable governing body) is
owned or controlled, directly or indirectly, by such person.

"TRANSFER" has the meaning provided in Section 10.3 hereof.

"YAC" means YAC Corp., a Delaware corporation doing business as YAC and
including any successor corporation.


                                    ARTICLE 2
                         RANKING OF THE PREFERRED SHARES

SECTION 2.1

         The Preferred Shares shall be entitled to a preference, as provided in
Article 5, over the Common Shares, the Series I Exchangeable Shares and the
Series II Exchangeable Shares and any other shares ranking junior to the
Preferred Shares with respect to the distribution of assets in the event of the
liquidation, dissolution or winding-up of the Company, whether voluntary or
involuntary, or any other distribution of the assets of the Company among its
members for the purpose of winding-up its affairs.


                                    ARTICLE 3
                                    DIVIDENDS

SECTION 3.1

(1) The holders of the Preferred Shares shall not be entitled to any dividends.

                                       14
<PAGE>
                                    ARTICLE 4
                              CERTAIN RESTRICTIONS

SECTION 4.1

         So long as any of the Preferred Shares are outstanding, the Company
shall not without, but may at any time with the approval of the holders of the
Preferred Shares given as specified in Section 8.2 of these share provisions:

         (a) amend the constating documents of the Company in a manner which
         would prejudicially affect the holders of Preferred Shares in any
         material respect; or

         (b) initiate the voluntary liquidation, dissolution or winding-up of
         the Company or take any action or omit to take any action that is
         designed to result in the liquidation, dissolution or winding-up of the
         Company.

SECTION 4.2

         So long as any of the Preferred Shares are outstanding the Company
shall not without, but may at any time with the approval of the holders of the
Preferred Shares given as specified in Section 8.2 of these share provisions:

         (a) pay any dividends on the Common Shares:

         (b) redeem or purchase or make any capital distribution in respect of
Common Shares.


                                    ARTICLE 5
                           DISTRIBUTION ON LIQUIDATION

SECTION 5.1

         In the event of the liquidation, dissolution or winding-up of the
Company, an Insolvency Event or any other distribution of the assets of the
Company among its members for the purpose of winding-up its affairs, a holder of
Preferred Shares shall be entitled, subject to applicable law, to receive an
amount of $1.00 for each Preferred Share (the "Liquidation Consideration") on
the effective date of such liquidation, dissolution or winding-up of the
Company, or of an Insolvency Event or any other distribution of the assets of
the Company among its members (the "Liquidation Date"), before any distribution
of any part of the assets of the Company to the holders of any other Shares of
the Company.

SECTION 5.2

         On or promptly after the Liquidation Date, the Company shall cause to
be delivered to the holders of the Preferred Shares the Liquidation
Consideration for each such Preferred Share upon presentation and surrender of
the certificates representing such Preferred Shares, together with such other
documents and instruments as may be required to effect a transfer of Preferred
Shares under the Act and the constating documents of the Company and such

                                       15
<PAGE>

additional documents and instruments as the Company may reasonably require, at
the principal executive offices of the Company. The total Liquidation
Consideration for such Preferred Shares shall be delivered to each holder, at
the address of the holder recorded in the securities register of the Company for
the Preferred Shares or by holding for pick up by the holder at the place of
delivery.

         On and after the Liquidation Date, the holders of the Preferred Shares
shall cease to be holders of such Preferred Shares and shall not be entitled to
exercise any of the rights of holders in respect thereof, other than the right
to receive their proportionate share of the total Liquidation Consideration,
unless payment of the total Liquidation Consideration for such Preferred Shares
shall not be made upon presentation and surrender of share certificates in
accordance with the foregoing provisions in which case the rights of the holders
shall remain unaffected until the total Liquidation Consideration has been paid
in the manner hereinbefore provided. The Company shall have the right at any
time on or after the Liquidation Date to deposit or cause to be deposited the
Liquidation Consideration in respect of the Preferred Shares represented by
certificates that have not at the Liquidation Date been surrendered by the
holders thereof in the custody of any chartered bank or trust company in Canada.
Upon such deposit being made, the rights of the holders of Preferred Shares
after such deposit shall be limited to receiving their proportionate share of
the total Liquidation Consideration for such Preferred Shares so deposited
against presentation and surrender of such certificates held by them,
respectively, in accordance with the foregoing provisions.

SECTION 5.3

         After the Company has satisfied its obligations to pay the holders of
the Preferred Shares the Liquidation Consideration per Preferred Share, such
holders shall not be entitled to share in any further distribution of the assets
of the Company.


                                    ARTICLE 6
                    RETRACTION OF PREFERRED SHARES BY HOLDER

SECTION 6.1

         A holder of Preferred Shares shall be entitled, subject to the exercise
by Adsero Callco of the Retraction Call Right, and otherwise upon compliance
with the provisions of these Sections 6.1 to 6.4, to require the Company to
redeem at the times specified herein below in Section 6.4 the number, as
specified herein below in Section 6.4 of Preferred Shares registered in the name
of such Holder in exchange for the payment of an amount of $1.00 for each such
Preferred Share being tendered. To effect such a retraction, the Holder shall
present and surrender at the principal executive offices of the Company the
certificates representing the Preferred Shares which the holder desires to have
the Company redeem, together with such other documents and instruments as may be
required to effect a retraction of Preferred Shares under the Act and the
constating documents of the Company, and together with a duly executed statement
(the "Retraction Request') in the form of Exhibit "A' hereto or in such other
form as may be acceptable to the Company:

         (a) specifying that the holder desires to have the number specified in
         Section 6.4 of the Preferred Shares represented by such certificate or
         certificates (the "Retracted Shares") redeemed by the Company;

                                       16
<PAGE>

         (b) stating the Business Day on which the holder desires to have the
         Company redeem the Retracted Shares (the `Retraction Date") as
         specified in Section 6.4; and

         (c) acknowledging the Retraction Call Right of Adsero Callco in the
         Preferred Shares Purchase and Support Agreement to purchase the number
         as specified herein below of the Retracted Shares directly from the
         holder and that the Retraction Request shall be deemed to be a
         revocable offer by the holder to sell the Retracted Shares in
         accordance with the Preferred Shares Purchase and Support Agreement.

SECTION 6.2

         Subject to the exercise by Adsero Callco of the Retraction Call Right,
upon receipt by the Company in the manner specified in Section 6.1 hereof of a
certificate or certificates representing the number of Preferred Shares which
the holder desires to have the Company redeem, together with a Retraction
Request, the Company shall redeem the Retracted Shares effective at the close of
business on the Retraction Date and shall cause to be delivered to such holder
the amount of $1.00 with respect to each such share in accordance with Section
6.3 hereof. If only a part of the Preferred Shares represented by any
certificate is redeemed, a new certificate for the balance of such Preferred
Shares shall be issued to the holder at the expense of the Company.

SECTION 6.3

         Subject to the provisons hereof, on and after the close of business on
the Retraction Date, the holder of the Retracted Shares shall not be entitled to
exercise any of the rights of a holder in respect thereof, other than the right
to receive the amount of $1.00 for each such redeemed Preferred Share on and
after the close of business on the Retraction Date, provided that presentation
and surrender of certificates and retraction of Retracted Shares has been made
in accordance with the foregoing provisions, the holder of the Retracted Shares
shall thereafter be considered to be no longer the holder of such Preferred
Shares of the Company.

SECTION 6.4

         Holders of Preferred Shares may on the following dates issue jointly a
Retraction Request pro rata to their Preferred Shares holdings for the following
number of Preferred Shares:

         September 1, 2005:             750,000 Preferred Shares;
         September 30, 2005:            443,250 Preferred Shares;
         December 31, 2005:             443,250 Preferred Shares; and
         March 31, 2006:                295,500 Preferred Shares

SECTION 6.5

         If the Company fails or neglects to pay an amount of $1.00 on the
Retraction Date for each such Preferred Share being tendered by a holder
pursuant to Sections 6.1 to 6.4 hereunder, on the day following the Retraction
Date, the Company shall redeem the Retracted Shares and issue in lieu thereof
Series II Exchangeable Shares of the Company registered in the name of such
Holder on the basis of two and a half (2.5) Series II Exchangeable Shares for

                                       17
<PAGE>

each Preferred Share redeemed effective at the close of business on the day
following the Retraction Date. The Company shall cause to be delivered to such
holder the Series II Exchangeable Share certificates representing the requisite
number of Series II Exchangeable Shares in accordance with Section 6.6 hereof.
If only a part of the Preferred Shares represented by any certificate are
redeemed, a new certificate for the balance of such Preferred Shares shall be
issued to the holder at the expense of the Company.

SECTION 6.6

         The Company shall deliver, or cause to be delivered, the Series II
Exchangeable Share certificates representing the requisite number of Series II
Exchangeable Shares to the relevant holder, at the address of the holder
recorded in the securities register of the Company for the Preferred Shares or
at the address specified in the holder's Retraction Request or upon demand by
the Holder, by holding for pick up by the holder at the principal executive
offices of the Company.

SECTION 6.7

         On and after the close of business on the Retraction Date, the holder
of the Retracted Shares shall not be entitled to exercise any of the rights of a
holder in respect thereof, other than the right to receive his proportionate
number of Series II Exchangeable Share on the close of business on the day
following the Retraction Date, provided that presentation and surrender of
certificates and redemption of Retracted Shares has been made in accordance with
the foregoing provisions, the holder of the Retracted Shares shall thereafter be
considered and deemed for all purposes to be a holder of the Series II
Exchangeable Shares.


                                    ARTICLE 7
                                  VOTING RIGHTS

SECTION 7.1

         Except as required by applicable law and the provisions hereof, the
holders of the Preferred Shares shall not be entitled as such to receive notice
of or to attend any meeting of the members of the Company or to vote at any such
meeting or to vote by written consent on any matter.


                                    ARTICLE 8
                             AMENDMENT AND APPROVAL

SECTION 8.1

         Subject to the approval of the holders of the Preferred Shares to which
are attached the right to vote in the event that such change, removal or
addition would affect their respective rights, the rights, privileges,
restrictions and conditions attaching to the Preferred Shares may be added to,
changed or removed as hereinafter provided in Section 8.2.


                                       18
<PAGE>

SECTION 8.2

         Any approval given by holders of the Preferred Shares to add to, change
or remove any right, privilege, restriction or condition attaching to the
Preferred Shares or any other matter requiring the approval or consent of the
holders of the Preferred Shares shall be deemed to have been sufficiently given
if it shall have been given in accordance with applicable law, provided,
however, that such approval must be evidenced by a written resolution passed by
not less than 75% of the votes cast on such resolution by persons represented in
person or by proxy or such other authorized person at a meeting of holders of
Preferred Shares duly called and held at which the holders of at least 50% of
the outstanding Preferred Shares at that time are present or represented by
proxy or such other authorized person (excluding Preferred Shares beneficially
owned by Adsero, YAC, Adsero Callco, their Affiliates or Subsidiaries, if any),
or by a written resolution signed by the holders of the then outstanding
Preferred Shares excluding Preferred Shares beneficially owned by Adsero, YAC,
Adsero Callco, their Affiliates or Subsidiaries, if any, if at any such meeting
the holders of at least 50% of the outstanding Preferred Shares at that time are
not present or represented by proxy or such other authorized person within
one-half hour after the time appointed for such meeting, then the meeting shall
be adjourned to such date not less than ten days thereafter and to such time and
place as may be designated by the Chairperson of such meeting. At such adjourned
meeting, the holders of Preferred Shares present or represented by proxy or such
other authorized person thereat may transact the business for which the meeting
was originally called and a resolution passed thereat by the affirmative vote of
not less than 75% of the votes cast on such resolution by persons represented in
person or by proxy or such other authorized person at such meeting (excluding
Preferred Shares beneficially owned by Adsero, YAC, Adsero Callco, their
Affiliates or Subsidiaries) shall constitute the approval or consent of the
holders of the Preferred Shares.


                                    ARTICLE 9
                        ACTIONS BY THE COMPANY UNDER THE
                 PREFERRED SHARES PURCHASE AND SUPPORT AGREEMENT

SECTION 9.1

         The Company will take all reasonable efforts to perform and comply with
and to ensure performance and compliance by Adsero, YAC, Adsero Callco and the
Company with all provisions of the Preferred Shares Purchase and Support
Agreement applicable to Adsero, YAC, Adsero Callco and the Company,
respectively, in accordance with the terms thereof including, without
limitation, taking all such actions and doing all such things as shall be
necessary or advisable to enforce to the fullest extent possible for the direct
benefit of the Company and the holders of the Preferred Shares all rights and
benefits in favour of the Company and the holders of the Preferred Shares
pursuant thereto.

SECTION 9.2

         The Company shall not propose, agree to or otherwise give effect to any
amendment to, or waiver or forgiveness of its obligations under the Preferred
Shares Purchase and Support Agreement without the approval of the holders of the
Preferred Shares given in accordance with Section 8.2 of these share provisions
other than such amendments, waivers and/or forgiveness as may be necessary or
advisable for the purpose of:

                                       19
<PAGE>

         (a) adding to the covenants of the other party or parties to such
         agreement for the protection of the holders of Preferred Shares; or

         (b) making such provisions or modifications not inconsistent with such
         agreement as may be necessary or desirable with respect to matters or
         questions arising thereunder which, in the opinion of the Board of
         Directors, it may be expedient to make, provided that such provisions
         and modifications will not be prejudicial or adverse to the interests
         of the holders of Preferred Shares; or

         (c) making such changes in or corrections to such agreement which, on
         the advice of counsel to the Company, are required for the purpose of
         curing or correcting any defect or clerical omission or mistake or
         manifest error contained therein, provided that the Board of Directors
         shall be of the opinion, after consultation with counsel, that such
         changes or corrections will not be prejudicial to the interests of the
         holders of the Preferred Shares.


                                   ARTICLE 10
                               LEGEND; CALL RIGHTS

SECTION 10.1

         The certificates evidencing the Preferred Shares shall contain or have
affixed thereto a legend, in form and on terms approved by the Board of
Directors, with respect to the Retraction Call Right and the Preferred Shares
Purchase and Support Agreement.

SECTION 10.2

         Each holder of a Preferred Share, whether of record or beneficial, by
virtue of becoming and being such a holder shall be deemed to acknowledge each
of the rights granted in the Preferred Shares Purchase and Support Agreement and
the overriding nature thereof in connection with the liquidation, dissolution or
winding-up of the Company or the retraction of Preferred Shares, as the case may
be, and to be bound thereby in favour of Adsero Callco or its assignee (as
provided in the Preferred Shares Purchase and Support Agreement) as therein
provided.


                                   ARTICLE 11
                                  MISCELLANEOUS

SECTION 11.1

         Any notice, request or other communication to be given to the Company
by a holder of Preferred Shares shall be in writing and shall be valid and
effective if given by mail (postage prepaid) or by telecopy or delivery to the
principal executive offices of the Company or at such other reasonable place as
may be specified by the Board of Directors by notice to the holders of Preferred
Shares, and addressed to the attention of the President. Any such notice,
request or other communication, if given by mail, telecopy, facsimile or
delivery, shall only be deemed to have been given and received on the second
Business Day following the date of mailing and, if given by delivery, shall be
deemed to have been given and received on the date of delivery.

                                       20
<PAGE>

SECTION 11.2

         Any presentation and surrender by a holder of Preferred Shares to the
Company of certificates representing Preferred Shares in connection with the
liquidation, dissolution or winding-up of the Company or the conversion of
Preferred Shares shall be made by registered mail (postage prepaid) or by
delivery to the principal executive offices of the Company by notice to the
holders of Preferred Shares addressed to the attention of the President of the
Company. Any such presentation and surrender of certificates shall only be
deemed to have been made and to be effective upon actual receipt thereof by the
Company, as the case may be, and the method of any such presentation and
surrender of certificates shall be at the sole risk of the holder, mailing the
same.

SECTION 11.3

         Any notice, request or other communication to be given to a holder of
Preferred Shares by or on behalf of the Company shall be in writing and shall be
valid and effective if given by mail (postage prepaid) or by telecopy or
delivery to the address of the holder recorded in the securities register of the
Company or, in the event of the address of any such holder not being so
recorded, then at the last known address of such holder. Any such notice,
request or other communication, if given by mail or telecopy, shall only be
deemed to have been given and received on the second Business Day following the
date of mailing and, if given by delivery, shall be deemed to have been given
and received on the date of delivery.

SECTION 11.4

         For greater certainty, the Company shall not be required for any
purpose under these share provisions to recognize or take account of persons who
are not so recorded in such securities register.

SECTION 11.5

         For greater certainty, all Preferred Shares acquired by the Company
upon the retraction thereof, whether the Company pays to the Holder an amount of
$1.00 for each Preferred Share tendered or upon the issuance of 2.5 Series II
Exchangeable Shares for each Preferred Share tendered shall be cancelled.

SECTION 11.6

         Immediately upon the delivery to a holder of Preferred Shares at any
time and from time to time of the Purchase Price as defined in Section 3.1(1) of
the Purchase and Support Agreement, the Preferred Shares which are the subject
of the Adsero Callco Retraction Call Right set forth in Section 3.1 of the
Purchase and Support Agreement shall be automatically converted into Common
Shares of the Company on a 1/1 ratio and the holder thereof is entitled to
receive a certificate or certificates upon demand representing the Common Shares
resulting from such conversion. All Common Shares issued by the Company in
respect of any conversion of issued and fully paid Preferred Shares shall be
deemed to be fully paid and non-assessable.

                                       21
<PAGE>
                                   EXHIBIT "A"
                               RETRACTION REQUEST
                               ------------------

TO:               3091503 Nova Scotia Company (the "Company")
AND TO:           3091732 Nova Scotia Company ("Adsero Callco")

         This notice is given pursuant to Article 6 of the provisions (the
"Preferred Share Provisions") attaching to the Preferred Shares of the Company
represented by this certificate and all capitalized words and expressions used
in this notice which are defined in the Preferred Share Provisions have the
meaning attributed to such words and expressions in such Preferred Share
Provisions.

         The undersigned hereby notifies the Company that, subject to the
Retraction Call Right referred to below, the undersigned desires to have the
Company redeem in accordance with Section 6.1 or Section 6.5, as the case may
be, of the Preferred Share Provisions:

[_]      all share(s) represented by this certificate; or

[_]      _________________________ share(s) only.

         The undersigned hereby notifies the Company that the Retraction Date
shall be ________________________.

NOTE: The Retraction Date must be a Business Day as specified in Section 6.4
hereof.

         The undersigned acknowledges the overriding Retraction Call Right of
Adsero Callco to purchase all but not less than all the Retracted Shares from
the undersigned and that this notice is and shall be deemed to be an offer by
the undersigned to sell the Retracted Shares to Adsero Callco in accordance with
the Retraction Call Right on the Retraction Date for the price and on the other
terms and conditions set out in the Preferred Shares Purchase and Support
Agreement and in these Preferred Share Provisions. If Adsero Callco determines
not to exercise the Retraction Call Right, the Company will notify the
undersigned of such fact as soon as possible.

         The undersigned hereby represents and warrants to the Company and
Adsero Callco that the undersigned has good title to, and owns, the share(s)
represented by this certificate to be retracted by the Company or acquired by
Adsero Callco, as the case may be, free and clear of all liens, hypothecs,
pledges, claims, encumbrances, security interests and adverse claims or
interests except pursuant to the Preferred Shares Purchase and Support Agreement
or these Preferred Share Provisions.
_____________________      __________________________
(Date)                     (Signature of Shareholder)

[_]      Please check box if the securities and any cheque(s) resulting from the
         retraction of the Retracted Shares are to be held for pick-up by the
         shareholder at the principal executive office of the Company, failing
         which any cheque(s), or the securities, as the case may be, will be
         delivered to the shareholder in accordance with the Preferred Share
         Provisions.

                                       22
<PAGE>

NOTE:    This panel must be completed and this certificate, together with such
         additional documents as the Company may require, must be deposited with
         the Company at its principal executive office. Any cheque(s) or
         securities resulting from the retraction or purchase of the Retracted
         Shares will be made payable to or issued and registered in the name of
         the shareholder as it appears on the register of the Company and the
         cheque(s) or securities resulting from such retraction will be
         delivered to the shareholder in accordance with these Preferred Share
         Provisions.

Name of person in whose name cheque(s) are to be delivered or securities are to
be issued and registered.

(PLEASE PRINT)

 -----------------------------------------
 Street Address or P.0. Box
 City, Province and Postal Code

 -----------------------------------------
 Signature of Shareholder


NOTE:    If this notice of retraction is for less than all of the share(s)
         represented by this certificate, a certificate representing the
         remaining Preferred Shares of the Company will be issued and registered
         in the name of the shareholder as it appears on the register of the
         Company, unless the Share Transfer Power on the certificate is duly
         completed in respect of such shares.



                                       23

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>ex_10-5.txt
<DESCRIPTION>SHARE PURCHASE AGREEMENT
<TEXT>
                                                                    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;

                                       -1-
<PAGE>

         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.

                                       -2-
<PAGE>

         "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.

                                       -3-
<PAGE>

         "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.

                                       -4-
<PAGE>

         "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.

                                       -5-
<PAGE>

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.

                                       -6-
<PAGE>

         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

                                       -7-
<PAGE>

                  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

                                       -8-
<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

                                       -9-
<PAGE>

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.

                                      -11-
<PAGE>

         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-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>ex_10-6.txt
<DESCRIPTION>LOCK-UP AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.6

LOCK-UP AGREEMENT dated January 2, 2005 entered into

BY AND AMONG:     9144-6773 QUEBEC INC., a corporation duly incorporated under
                  the Quebec Companies Act, having its head office at 443 Des
                  Pins Street, Saint-Bruno de Montarville, Province of Quebec,
                  J3V 5G5, herein represented by Yvon Leveille, its President,
                  duly authorized in virtue of a resolution of the Board of
                  directors dated January 2, 2005;

                  ("LEVEILLE HOLDCO")

AND:              9144-6906 QUEBEC INC., a corporation duly incorporated under
                  the Quebec Companies Act, having its head office at 120 Paul
                  de Maricourt Street, Sainte-Julie, Province of Quebec, J3E
                  2Z4, herein represented by Alain Lachambre, its President,
                  duly authorized in virtue of a resolution of the Board of
                  directors dated January 2, 2005;

                  ("LACHAMBRE HOLDCO")

                  (individually referred herein to as the "VENDOR" and
                  collectively referred to herein as the "VENDORS").

AND:              3091503 NOVA SCOTIA COMPANY, a Nova Scotia unlimited liability
                  company with its principal executive offices at 11 Tanager
                  Avenue, Suite 100, Toronto, Ontario M4G 3P9 , herein
                  represented by William Smith, its President, duly authorized
                  in virtue of a resolution of the Board of directors dated
                  January 1, 2005;

                  ("ACQUIROR")

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

                  ("ADSERO")

                                       -1-
<PAGE>

AND:              YAC CORP., a Delaware corporation, which is a wholly owned
                  subsidiary of Adsero, with its principal executive offices at
                  11 Tanager Avenue, Suite 100, Toronto, Ontario M4G 3P9, herein
                  represented by William Smith, its Chief Financial Officer,
                  duly authorized in virtue of a resolution of the Board of
                  directors dated January 1, 2005;

                  ("YAC")

AND:              3091732 NOVA SCOTIA COMPANY, a Nova Scotia unlimited liability
                  company, which is a wholly owned subsidiary of YAC, with its
                  principal executive offices at 11 Tanager Avenue, Suite 100,
                  Toronto, Ontario M4G 3P9 , herein represented by William
                  Smith, its President, duly authorized in virtue of a
                  resolution of the Board of directors dated January 1, 2005;

                  ("CALLCO")

                  (Acquiror, Callco, YAC, Adsero and the Vendors are referred to
                  individually herein as a "Party" and collectively as the
                  "Parties").


                                    PREAMBLE

WHEREAS, the parties hereto have entered into a share purchase agreement dated
of even date herewith (the "Share Purchase Agreement");

WHEREAS, pursuant to the Share Purchase Agreement, the Vendors will receive
collectively 6,500,000 Acquiror Series I Exchangeable Shares in the share
capital of Acquiror (the "Exchangeable Shares");

WHEREAS pursuant to the provisions of the Series I Exchangeable Shares Voting,
Support and Exchange Agreement, the Exchangeable Shares are exchangeable on a
one for one basis with Adsero Common Shares as such term is defined in the Share
Purchase Agreement;

AND WHEREAS, the parties hereto have agreed that 6,000,000 of the Adsero Common
Shares issuable under the Series I Exchangeable Shares Voting, Support and
Exchange Agreement be subject to resale and transfer restrictions in order to
restrict their sale, assignment, transfer, encumbrance or other disposition
which for the purposes of this Agreement shall be referred to as the "Shares".

                                       -2-
<PAGE>

NOW THEREFORE, in consideration of the premises and of the terms and conditions
contained herein, the parties hereto agree as follows:

Unless otherwise indicated herein, all capitalized terms used but not defined
herein have the meanings given to them in the Share Purchase Agreement.

         SECTION 1. PROHIBITION ON TRANSFERS

   (a)   PROHIBITION ON TRANSFERS. Except as set forth in Section 3 and subject
         to Section 2, no Vendor shall directly or indirectly:

         (i)      offer, pledge, sell, contract to sell, sell any option or
                  contract to purchase, purchase any option or contract to sell,
                  grant any option, right or warrant to purchase, lend or
                  otherwise transfer or dispose of, directly or indirectly, any
                  of the Shares or

         (ii)     enter into any swap or other arrangement that transfers to
                  another, in whole or in part, any of the economic consequences
                  of ownership of any of the Shares, whether any such
                  transaction described in clause (i) or (ii) above is to be
                  settled by delivery of Shares, in cash or otherwise (any such
                  transaction, whether or not for consideration, being referred
                  to herein as a "Transfer" and each Person to whom a Transfer
                  is made, regardless of the method of Transfer, is referred as
                  a "Transferee").

   (b)   OBLIGATIONS OF TRANSFEREES. No Transfer by a Vendor (including a
         permitted Transfer pursuant to Section 3) shall be effective unless the
         Transferee shall have executed and delivered to the Acquiror and
         Adsero, an appropriate document in form and substance reasonably
         satisfactory to the Acquiror and Adsero confirming that the Transferee
         takes such Shares subject to all the terms and conditions of this
         Agreement to the same extent as such Vendor was bound by such
         provisions (including without limitation that the transferred Shares
         bear legends substantially in the forms required by this Agreement).
         Furthermore, any such Transfer will require approval from the board of
         directors of Adsero and the Acquiror. Vendors acknowledge and
         irrevocably agree that any Transfers by such Transferees shall be
         subject to the terms of this Agreement.

   (c)   Notwithstanding anything to the contrary in this Agreement, the Vendors
         recognize that applicable Securities Laws may impose additional
         restrictions on the transferability or tradeability of the Shares.


         SECTION 2. TRANSFERS DURING THE RESTRICTED PERIOD

         During the period commencing on the date hereof and ending on January
         1, 2008, subject to the applicable Securities Laws, the Vendors shall
         be entitled to transfer freely a number of Shares in accordance with
         the following terms and conditions:

                                       -3-
<PAGE>

         1.       From the period commencing on January 2, 2006:

                  Leveille Holdco: up to 1,412,777 Shares
                  Lachambre Holdco: up to 587,222 Shares

         2.       From the period commencing on January 2, 2007:

                  Leveille Holdco: up to an additional 1,412,777 Shares
                  Lachambre Holdco: up to an additional  587,222 Shares

                  plus any unused portion of the Shares freely transferable
                  under subparagraph 1;

         3.       From the period commencing on January 2, 2008:

                  Leveille Holdco: The remainder of the Shares subject to this
                                   Agreement.
                  Lachambre Holdco: The remainder of the Shares subject to this
                                    Agreement.

For the purpose of this Agreement, "Restricted Period" means the period
commencing on January 2, 2005 and ending on January 1, 2008.


         SECTION 3. PERMITTED TRANSFERS

Subject to applicable Securities Laws, the restrictions on Transfers set forth
in Section 1(a) of this Agreement shall not apply to a Transfer:

   (a)   by a Vendor to a legal representative of such Vendor in the event such
         Vendor becomes incapable if such Vendor is a physical person or to such
         Vendor's personal representative following the death of such Vendor in
         which event such Transferred Shares shall be deemed to be beneficially
         owned by such Vendor following such Transfer for the purposes hereof;
         or

   (b)   in connection with any merger, consolidation or other business
         combination of Adsero or in the event of a takeover bid on the shares
         of Adsero;

   (c)   if Adsero proceeds with the sale of all or substantially all of the
         assets (held directly or indirectly) of Teckn-O-Laser Global Company or
         any of its subsidiaries.

                                       -4-
<PAGE>

         SECTION 4. OTHER RESTRICTIONS AND CONDITIONS

   (a)   SECURITIES LAWS COMPLIANCE. Any transfer of Shares pursuant to the
         terms of this Agreement shall be in full compliance with applicable
         Securities Laws.

   (b)   LEGENDS. Each of the Vendors hereby agrees that each outstanding
         certificate representing Shares and issued during the Restricted Period
         shall bear legends in addition to any legends required by applicable
         Securities Laws reading substantially as follows:

         "The securities represented by this certificate are subject to the
         terms and conditions set forth in a Lock-up Agreement, dated as of
         ________________, copies of which may be obtained from the ___________
         or from the holder of this security. No transfer of such securities
         will be made on the books of the issuer unless accompanied by evidence
         of compliance with the terms of such agreement."

   (c)   TERMINATION OF RESTRICTIVE LEGENDS. The restrictions save and except
         such restrictions as may be required under applicable Securities Laws,
         shall cease and terminate as to any particular Shares when such
         restriction is no longer required in order to assure compliance with
         the Agreement or shall cease and terminate at the end of the Restricted
         Period. Whenever such restrictions shall cease and terminate as to any
         Shares, the Vendor holding such shares shall be entitled to receive
         from the issuer thereof, in exchange for such legended certificates,
         without expense (other than applicable transfer taxes, if any, if such
         unlegended Shares are being delivered and transferred to any Person
         other than the registered holder thereof), new certificates for the
         same number of Shares.

   (d)   COPY OF AGREEMENT. A copy of this Agreement shall be filed with the
         corporate secretaries of the Acquiror and of Adsero as well as with
         Adsero's transfer agent and registrar and shall be kept with the
         records and shall be made available for inspection by any shareholder
         of Adsero.

   (e)   RECORDS. Neither the Acquiror, Adsero nor Adsero's transfer agent and
         registrar shall record upon its books any Transfer to any Person except
         Transfers in accordance with this Agreement.

         SECTION 5. NOTICES

All notices, statements, instructions or other documents required to be given
hereunder shall be in writing and shall be given either personally or by mailing
the same in a sealed envelope, first-class mail, postage prepaid and either
certified or registered, return receipt requested, or by telecopy, and shall be
addressed to the Acquiror and Adsero at their

                                       -5-
<PAGE>

respective principal offices and to the Vendors at their respective addresses
furnished by said Vendors as indicated in the Share Purchase Agreement.

         SECTION 6. SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and shall inure to the benefit of the
parties and their respective successors and assigns.

         SECTION 7. RECAPITALIZATIONS AND EXCHANGES AFFECTING SHARES

The provisions of this Agreement shall apply, to the full extent set forth
herein with respect to the Shares and to any and all shares of the share capital
or equity securities of the Acquiror or Adsero, as the case may be, which may be
issued by reason of any share dividend, share split, consolidation, combination,
recapitalization, reclassification or otherwise.

         SECTION 8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of
the Province of Quebec and the laws of Canada applicable thereto. However, any
matters in connection with the Adsero Common Shares shall be governed by the
Securities Laws and regulations of the United States regulatory authorities.

         SECTION 9. SEVERABILITY

If any term or provision of this Agreement shall to any extent be invalid or
unenforceable, the remainder of this Agreement shall not be affected thereby,
and each term and provision of this Agreement shall be valid and enforceable to
the fullest extent permitted by law.

         SECTION 10. COMPLETE AGREEMENT; COUNTERPARTS

This Agreement constitutes the entire agreement and supersedes all other
agreements and understandings, both written and oral, among the parties or any
of them, with respect to the subject matter hereof. This Agreement may be
executed by any one or more of the parties hereto in any number of counterparts,
each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument.

         SECTION 11. 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.

                                       -6-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed on the date first written above.


 9144-6773 QEBEC INC.                   9144-6906 QUEBEC INC.

 /s/ Yvon Leveille                      /s/ Alain Lachambre
 -----------------                      -------------------
 Per: Yvon Leveille                     Per: Alain Lachambre
      President                              President



 3091503 NOVA SCOTIA COMPANY            ADSERO CORP.

 /s/ William Smith                      /s/ William Smith
 -----------------                      -----------------
 Per: William Smith                     Per: William Smith
      President                              Chief Financial Officer



 YAC CORP.                              3091732 NOVA SCOTIA COMPANY

 /s/ William Smith                      /s/ William Smith
 -----------------                      -----------------
 Per: William Smith                     Per: William Smith
      Chief Financial Officer                President

                                       -7-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>10
<FILENAME>ex_10-7.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.7
                              EMPLOYMENT AGREEMENT
                              --------------------

         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into
the City of Montreal, Quebec, Canada, on the 31st day of January 2005.

BY AND AMONG:     TECKN-O-LASER COMPANY, a Nova Scotia corporation with an
                  office at 2101-N Nobel Street, Sainte-Julie, Province of
                  Quebec, J3E 1Z8, herein represented by William Smith an
                  officer of the corporation duly authorized for the purposes
                  hereof;

                  (hereinafter the "Company")

AND:              ALAIN LACHAMBRE, businessman, residing and domiciled at *,
                  Province of Quebec, *;

                  (hereinafter the "Executive")

AND:              ADSERO CORPORATION, a Delaware corporation with its principal
                  executive offices at 2085 Hurontario Street, Suite 300,
                  Mississauga, Ontario, Canada, L5A 4G1, herein represented by
                  William Smith an officer of the corporation duly authorized
                  for the purposes hereof;

                  (hereinafter "Adsero")


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

         WHEREAS, the Company wishes to retain the services of Executive to
serve as its Executive Vice-President, Sales and Marketing, and in such other
capacities as the Company and Executive shall mutually agree in accordance with
the following terms, conditions and provisions; and

         WHEREAS, Executive wishes to perform such services for and on behalf of
the Company, in accordance with the terms, conditions and provisions of this
Agreement.

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

         1. EMPLOYMENT. The Company hereby employs Executive and Executive
accepts such employment and shall perform his duties and the responsibilities
provided for herein in accordance with the terms and conditions of this
Agreement.

                                        1
<PAGE>

         2. EMPLOYMENT STATUS. Executive shall at all times be the Company's
employee subject to the terms and conditions of this Agreement.

         3. TERM. Unless earlier terminated pursuant to terms and provisions of
this Agreement, this Agreement shall have a term (the "Term") of three (3) years
from the date of the signature of this Agreement (the "Commencement Date"). The
Term shall be automatically renewed for an additional (1) year term thereafter
unless either party delivers written notice of termination to the other at least
90 days prior to the end of the initial three (3) year Term.

         4. POSITION. During Executive's employment hereunder, Executive shall
serve as Executive Vice-President, Sales and Marketing, of the Company and of
Adsero and shall work exclusively for the Company, Adsero and their affiliates.
In such positions, Executive shall have the customary powers, responsibilities
and authorities of such positions in corporations of the size, type and nature
of the Company and as they were carried out by the Executive for Teckn-O-Laser
Inc. In addition, Executive will have the duties and responsibilities inherent
in the position of a senior officer of a company whose shares are publicly
traded. Neither Executive's titles nor any of his functions shall be changed,
diminished or adversely affected during the Term. Executive shall be provided
with an office, staff and other working facilities consistent with his positions
and as required for the performance of his duties.

         5. LOCATION. During Executive's employment hereunder, Executive shall
be based at the Company's offices located at 2101-N Nobel Street, Sainte-Julie,
Quebec, J3E 1Z8.

         6. COMPENSATION. For the performance of all of Executive's services to
be rendered to the Company, Adsero and their affiliates pursuant to the terms of
this Agreement, the Company will pay and Executive will accept the following
compensation:

                  6.1. Base Salary. During the Term, the Company shall pay to
the Executive an initial base salary of CDN$166,000 per annum (the "Base
Salary") payable in equal bi-weekly installments. Such Base Salary shall not be
decreased during the Term. The Base Salary shall be reviewed annually by the
compensation committee of Adsero's board of directors to be adjusted in
accordance with the normal and standard revenues earned in the ink manufacturing
and ink/toner cartridge remanufacturing industry for a person holding a similar
title, function and position. Executive's Base Salary, as in effect from time to
time, is hereinafter referred to as the "Executive's Base Salary." The Company
shall deduct and withhold from Executive's compensation all necessary or
required taxes, including but not limited to Executive's statutory income tax
withholding and employment insurance contributions, and any other applicable
amounts required by law or any taxing authority.

                  6.2 Bonus. Throughout the duration of the Term, the Executive
will be entitled to receive an annual bonus of up to 100% of Executive's Base
Salary. The bonus will become due and will be paid upon the realization of the
objectives as determined by the compensation committee of Adsero's board of
directors.

                                        2
<PAGE>

         7. EXECUTIVE BENEFITS.

                  7.1. Paid Vacation Time. Executive shall be entitled to
receive 4 weeks paid vacation per annum.

                  7.2. Expense, Reimbursement and Allowances. Reasonable and
ordinary documented business expenses of the Executive, including, without
limiting the generality of this section, a cell phone allowance and excluding a
car allowance, incurred by Executive in the performance of his duties hereunder
shall be reimbursed by the Company in accordance with the Company policies as in
effect from time to time.

                  7.3. Other Benefits. Executive shall also be eligible to
participate in any benefit programs of the Company presently in effect or
hereafter adopted, including but not limited to life, disability or health
insurance, pension, retirement, or other benefit plans adopted by the Company
for the general and overall benefit of all executive and key employees of the
Company. At a minimum, Executive shall receive benefits equal to those that were
being received by the Executive as at December, 2004 in his capacity as
Executive Vice-President Sales and Marketing of Teckn-O-Laser Inc.

         8. TERMINATION.

                  8.1. Termination by the Company Without Cause. Subject to
Section 8.6 hereof, the Company shall have the right to terminate Executive's
employment hereunder without cause by giving Executive written notice to that
effect. Any such termination of employment shall be effective on the date
specified in such notice.

                  8.2. Termination by the Company for Cause. Subject to Section
8.6 hereof, the Company shall have the right to terminate this Agreement and
Executive's employment hereunder "for cause" by giving Executive written notice
to that effect. Any such termination of employment shall be effective on the
date specified in such notice. For the purpose of this Agreement, "for cause"
shall mean (i) commission of a willful act of dishonesty in the course of
Executive's duties hereunder, (ii) conviction by a court of competent
jurisdiction of a criminal offense or a crime constituting a felony or
conviction in respect of any act involving fraud, dishonesty or moral turpitude
resulting in the Company's detriment or reflecting upon the Company's integrity
(other than traffic infractions or similar minor offenses), or (iii) a material
breach by Executive of the terms of this Agreement and failure to cure such
breach within 30 days after receipt of written notice from the Company
specifying the nature of such breach.

                  8.3. Death, Incapacitation or Disability.

                           (a) Subject to Section 8.6 hereof, if Executive dies
during his employment hereunder, this Agreement shall terminate upon the date of
Executive's death.

                           (b) Subject to Section 8.6 hereof, in the event
Executive suffers Total and Permanent Disability, the Company may terminate
Executive's employment. "Total and Permanent Disability" means any condition
affecting Executive that prevents the performance of the essential job functions
and which is expected to be of a long, continued and indefinite

                                       3
<PAGE>

duration which has caused Executive's absence from service, after providing to
Executive reasonable accommodation to perform the requirements of the job if
required by law, for not less than 6 consecutive months during any 18 month
period. In such instance, a determination of the existence of Executive's
disability and of the duration of the disability may be made by written
agreement between the Company and Executive, or Executive's legally appointed
guardian if Executive then is incompetent. If the parties do not agree, such
determination shall be made, and certified in writing, by a licensed physician,
and not an employee of the Company chosen by the Executive or its legal
representatives. During any period of the Executive's disability prior to
Termination for Total and Permanent Disability the Company shall continue to pay
the Executive's Compensation as per Section 6 and maintain all of the
Executive's Benefits provided under Section 7.

                  8.4.     Termination by Executive for Good Reason.

                           (a) Subject to Section 8.6 hereof, Executive shall
have the right to terminate this Agreement and his employment hereunder for
"good reason" if (A) Executive shall have given the Company prior written notice
of the reason therefor, (B) such notice shall have been given to the Company
within fifteen (15) days after Executive is notified or otherwise first learns
of the event constituting "good reason," and (C) a period of fifteen (15) days
following receipt by the Company of such notice shall have lapsed and the
matters which constitute or give rise to such "good reason" shall not have been
cured or eliminated by the Company. In the event the Company shall not take such
action within such period, Executive may send another notice to the Company
electing to terminate his employment hereunder and, in such event, Executive's
employment hereunder shall terminate and the effective date of such termination
shall be the third business day after the Company shall have received such
notice.

                           (b) For the purpose of this Agreement, "good reason"
shall mean the occurrence of any of the following:

                                    (A) Requiring Executive to engage in (x) an
illegal act or (y) an act which is inconsistent with prior practices of the
Company and which could reasonably be deemed to be materially damaging or
detrimental to Executive;

                                    (B) A default by the Company in the payment
of any material sum or the provision of any material benefit due to Executive
pursuant to this Agreement;

                                    (C) The failure of the Company to obtain the
assumption of this Agreement by any successor to all or substantially all of the
assets or business of the Company; or

                                    (D) Any unilateral change imposed by the
Company in the title, power, functions or duties of the Executive;

                                    (E) Any material breach by the Company of
any provision of this Agreement which is not corrected by the Company or, if the
breach cannot be corrected, as to which the Company fails to pay to Executive
reasonable compensation for such breach, within 30 days following receipt by the
Company of written notice from Executive specifying the nature of such breach.
In this paragraph, the expression "materialbreach" means a breach of such nature
as would be reasonably be regarded as significant in relation to this Agreement.

                                       4
<PAGE>

                  8.5. Termination by Executive Without Good Reason. Subject to
Section 8.6 hereof, Executive shall have the right to terminate this Agreement
and his employment hereunder without good reason by giving the Company 60 days
prior written notice to that effect. The termination of employment shall be
effective on the date specified in such notice, or earlier, at the determination
of the Company, in which event such termination shall remain classified as a
termination by Executive without good reason.

                  8.6. Consideration.

                           (a) If the Company terminates this Agreement "without
cause" under Section 8.1 or if Executive terminates this Agreement for "good
reason" under Section 8.4, then Executive shall be entitled to receive, and the
Company shall pay to Executive:

                                    (i) 100% of the total Base Salary for the
greater of the balance of the Term and one (1) year, without reduction for
present valuation not later than the next regularly scheduled payment date in
accordance with Section 6.1;

                                    (ii) any business expenses to be reimbursed
and yet unpaid under Section 7.2 not later than the next regularly scheduled
payment date in accordance with Section 7;

                                    (iii) 100% of the Bonuses accrued under
Section 6.2 and yet unpaid, which shall be paid within 15 days after the date of
Termination;

                                    (iv) a sum equal to the vacation time
accrued and yet unpaid pursuant to Subsection 7.1 as of the date of Termination,
which shall be paid within 15 days after the date of Termination; and

                                    (v) 100% of the other Benefits provided
under Subsection 7.3 for the greater of the balance of the Term and one (1)
year.

                           (b) If the Company terminates this Agreement "with
cause" under Section 8.2, or if Executive terminates this Agreement for other
than "good reason" under Section 8.5, or if this Agreement is terminated as a
result of the death of Executive under Section 8.3, then Executive shall be
entitled to receive, and the Company shall pay to Executive, or, in the case of
death, Executive's administrator:

                                    (i) all of the accrued but unpaid Base
Salary through the date of Termination or death not later than the next
regularly scheduled payment date in accordance with Section 6.1;

                                    (ii) any business expenses to be reimbursed
and yet unpaid under Section 7.2 which shall be paid no later than the next
regularly scheduled payment date in accordance with Section 7;

                                       5
<PAGE>

                                    (iii) all of the accrued Bonuses under
Section 6.2 and yet unpaid through the date of Termination, which shall be paid
within 15 days after the date of Termination;

                           (c) If this Agreement is terminated as a result of
the disability of Executive under Section 8.3, then Executive shall be entitled
to receive, and the Company shall pay to Executive:

                                    (i) the accrued but unpaid Base Salary
through the date of Termination not later than the next regularly scheduled
payment date in accordance with Section 6.1;

                                    (ii) any business expenses to be reimbursed
and yet unpaid under Section 7.2 not later than the next regularly scheduled
payment date in accordance with Section 7;

                  8.7 All amounts payable hereunder shall be net of any
withholdings under applicable Canadian and Quebec income tax laws and
regulations.

         9. INTELLECTUAL PROPERTY. During the Term of this Agreement, Executive
shall disclose immediately to the Company all ideas and inventions that he
makes, conceives, discovers or develops during the course of employment with the
Company, including but not limited to any inventions, modifications,
discoveries, developments, improvements, trademarks, computer programs,
processes, products or procedures (collectively "Work Product") that: (i)
relates to the business of the Company; or (ii) results from tasks assigned to
Executive by the Company; or (iii) results from the use of the premises or
property (whether tangible or intangible) owned, leased or contracted for or by
the Company. Executive agrees that any Work Product shall be the sole and
exclusive property of the Company without the payment of any royalty or other
consideration except for the compensation paid to Executive hereunder. Executive
agrees that during the Term of this Agreement and thereafter, upon the request
of the Company and at its expense, he shall execute and deliver any and all
applications, assignments and other instruments which the Company shall deem
necessary or advisable to transfer to and vest in the Company Executive's entire
right, title and interest in and to all such ideas, inventions, trademarks or
other developments and to apply for and to obtain patents or copyrights for any
such patentable or copyrightable ideas, inventions, trademarks and other
developments.

         10. NON-DISCLOSURE OF INFORMATION.

                  10.1. Executive acknowledges that by virtue of his position he
will be privy to the Company's confidential information and trade secrets, as
they may exist from time to time, and that such confidential information and
trade secrets may constitute valuable, special, and unique assets of the Company
(hereinafter collectively "Confidential Information"). Accordingly, Executive
shall not, during the Term and for a period of three (3) years thereafter,
intentionally disclose all or any part of the Confidential Information to any
person, firm, corporation, association or any other entity for any reason or
purpose whatsoever, nor shall

                                       6
<PAGE>

Executive and any other person by, through or with Executive, during the term
and for a period of three (3) years thereafter, intentionally make use of any of
the Confidential Information for any purpose or for the benefit of any other
person or entity, other than the Company, under any circumstances.

                  10.2. The Company and Executive agree that a violation of the
foregoing covenants will cause irreparable injury to the Company, and that in
the event of a breach or threatened breach by Executive of the provisions of
this Section 10, the Company shall be entitled to an injunction restraining
Executive from disclosing, in whole or in part, any Confidential Information, or
from rendering any service to any person, firm, corporation, association or
other entity to whom any such information, in whole or in part, has been
disclosed in violation of this Agreement. Nothing herein stated shall be
construed as prohibiting the Company from pursuing any other rights and
remedies, at law or in equity, available to the Company for such breach or
threatened breach, including the recovery of damages from Executive.

                  10.3. Notwithstanding anything contained in this Section 10 to
the contrary, "Confidential Information" shall not include (i) information in
the public domain as of the date hereof, (ii) information which enters the
public domain hereafter through no fault of Executive, (iii) information
created, discovered or developed by Executive independent of his association
with the Company, provided that such information is supported by accompanying
documentation of such independent development. Nothing contained in this Section
10 shall be deemed to preclude the proper use by Executive of Confidential
Information in the exercise of his duties hereunder or the disclosure of
Confidential Information required by law.

         11. RESTRICTIVE COVENANT.

                  11.1. Covenant not to Compete. Except in the event of
Termination pursuant to Section 8.1 or section 8.4, during the Term and for that
period of time after the termination of this Agreement for which the Executive
will have been paid as provided for under Section 8.6 , Executive covenants and
agrees that he shall not solicit any clients and or employees of the Company or
Adsero, own, manage, operate, control, be employed by, participate in, or be
connected in any manner with the ownership, management, operation, or control,
whether directly or indirectly, as an individual on his own account, or as a
partner, member, joint venturer, officer, director or shareholder of a
corporation or other entity engaged in the business of the remanufacturing of
laser toner and ink jet cartridges and the manufacturing of ink in the territory
of the United States of America. The foregoing shall not preclude Executive or
any affiliate thereof from any consulting arrangement which may be entered into
from time to time with the Company, or its affiliates.

         12. ARBITRATION.

                  12.1. Other than with respect to a proceeding for injunctive
relief referred to herein, any controversy or claim arising out of or relating
to this Agreement, the performance thereof or its breach or threatened breach
shall be settled by arbitration.

                                       7
<PAGE>

                  12.2. The Parties undertake, following a written notice sent
by one of the parties to the other party, to submit such controversy or claim to
arbitration in accordance with the provisions of the Code of civil procedure of
the province of Quebec under sections 940 to 947.4 inclusively and the
provisions included herein aside at the exclusion of any other remedy available
before the civil courts.

                  12.3. Within ten (10) days following the receipt of the
arbitration written notice as provided in Section 12.2 hereinabove, the Parties
shall appoint, by mutual agreement, an arbitrator. Unless the parties agree
within the prescribed delay to appoint the arbitrator, one party shall be
entitled to ask the Court to make appointment.

                  12.4. The arbitration sessions shall be held in Montreal in a
location chosen by the parties or, in case of a disagreement, by the arbitrator.
The arbitrator shall have the authority to determine his own rules of procedure
and shall render his arbitration award in writing. The allocation of the
arbitration fees and allowances shall be determined within the arbitration
award.

                  12.5. The arbitrator shall render his arbitration award and
notify the parties within thirty (30) days delay from the date where the dispute
was submitted to him, unless such a delay is otherwise determined by mutual
agreement by the parties or by the arbitrator.

                  12.6. The arbitration award shall be final and without appeal.
The award shall be binding upon the parties and the provisions of the Code of
civil procedure of the province of Quebec under sections 940 to 946.6 shall
prevail.

         13. INDEMNIFICATION.

                  13.1.    (a) Indemnification of Expenses. Except as provided
in Section 13.1(b) hereof, the Company shall indemnify the Executive to the
fullest extent permitted by law if Executive was or is or becomes a party to or
witness or other participant in, or is threatened to be made a party to or
witness or other participant in, any threatened, pending or completed action,
suit, proceeding or alternative dispute resolution mechanism, or any hearing,
inquiry or investigation that Executive in good faith believes might lead to the
institution of any such action, suit, proceeding or alternative dispute
resolution mechanism, whether civil, criminal, administrative, investigative or
other (hereinafter a "Claim") by reason of (or arising in part out of) any event
or occurrence related to the fact that Executive is or was a director, officer,
employee, agent or fiduciary of the Company, or any subsidiary of the Company,
or is or was serving at the request of the Company as a director, officer,
employee, agent or fiduciary of another corporation, partnership, joint venture,
limited liability company, trust or other enterprise, or by reason of any action
or inaction on the part of Executive while serving in such capacity (hereinafter
an "Indemnifiable Event") against any and all expenses (including attorneys'
fees and all other costs, expenses and obligations incurred in connection with
investigating, defending, being a witness in or participating in (including on
appeal), or preparing to defend, be a witness in or participate in, any such
action, suit, proceeding, alternative dispute resolution mechanism, hearing,
inquiry or investigation), judgments, fines, penalties and amounts paid in
settlement (if such settlement is approved in advance by the Company, which
approval shall not be unreasonably withheld) of such Claim and any federal,
provincial, state, local or foreign taxes imposed on Executive as a result of
the actual or deemed receipt of any

                                       8
<PAGE>

payments under this Agreement (collectively, hereinafter "Expenses"), including
all interest, assessments and other charges paid or payable in connection with
or in respect of such Expenses. Such payment of Expenses shall be made by the
Company as soon as practicable but in any event no later than twenty days after
Executive presents written demand therefor to the Company.

                           (b) Limitation on Indemnification. The Company's
obligation to indemnify Executive pursuant to this Agreement shall not extend to
acts of Executive constituting gross negligence or fraud.

                  13.2. Expenses; Indemnification Procedure.

                           (a) Subject to the other terms and conditions of this
Agreement, the Company shall advance all Expenses incurred by Executive. The
advances to be made hereunder shall be paid by the Company to Executive as soon
as practicable but in any event no later than twenty days after written demand
by Executive therefor to the Company.

                           (b) Executive shall, as a condition precedent to
Executive's right to be indemnified under this Agreement, give the Company
notice in writing as soon as practicable of any Claim made against Executive for
which indemnification will or could be sought under this Agreement. Notice to
the Company shall be directed to the Board of Directors of the Company at the
address shown on the first page of this Agreement. In addition, Executive shall
give the Company such information and cooperation as it may reasonably require
and as shall be within Executive's power.

                           (c) For purposes of this Agreement, the determination
of any Claim by judgment, order, settlement (whether with or without court
approval) or conviction, or upon a plea of [nolo contendere], or its equivalent,
shall not create a presumption that Executive did not meet any particular
standard of conduct or have any particular belief or that a court has determined
that indemnification is not permitted by applicable law.

                           (d) If, at the time of the receipt by the Company of
a notice of a Claim pursuant to Section 13.2(b) hereof, the Company has
liability insurance in effect which may cover such Claim, the Company shall give
prompt notice of the commencement of such Claim to the insurers in accordance
with the procedures set forth in the respective policies. The Company shall
thereafter take all necessary or desirable action to cause such insurers to pay,
on behalf of Executive, all amounts payable as a result of such action, suit,
proceeding, inquiry or investigation in accordance with the terms of such
policies.

                           (e) In the event the Company shall be obligated
hereunder to pay the Expenses of any Claim, the Company shall be entitled to
assume the defense of such Claim with counsel approved by Executive, which
approval shall not be unreasonably withheld, upon the delivery to Executive of
written notice of its election so to do. After delivery of such notice,
approval of such counsel by Executive and the retention of such counsel by the
Company, the Company will not be liable to Executive under this Agreement for
any fees of counsel subsequently incurred by Executive with respect to the same
Claim; provided that, (i) Executive shall have the right to employ Executive's
counsel in any such Claim at Executive's expense and

                                       9
<PAGE>

(ii) if (A) the employment of counsel by Executive has been previously
authorized by the Company, (B) Executive shall have reasonably concluded that
there is a conflict of interest between the Company and Executive in the conduct
of any such defense, or (C) the Company shall not continue to retain such
counsel to defend such Claim, then the fees and expenses of Executive's counsel
shall be at the expense of the Company. The Company shall have the right to
conduct such defense as it sees fit in its sole discretion, including the right
to settle any claim against Executive without the consent of Executive so long
as in the case of the settlement (i) the Company has the financial ability to
satisfy any monetary obligation involving Executive under such settlement and
(ii) the settlement does not impose injunctive type relief on the activities of
Executive. In all events, Executive will not unreasonably withhold its consent
to any settlement.

         13.3. Additional Indemnification Rights; Nonexclusivity.

                  (a) Except as provided in Section 13.3(b) hereof, the Company
hereby agrees to indemnify Executive to the fullest extent permitted by law,
notwithstanding that such indemnification may not be specifically authorized by
the other provisions of this Agreement, the Company's Certificate of
Incorporation, the Company's Bylaws or by statute. In the event of any change
after the date of this Agreement in any applicable law, statute or rule which
expands the right of a corporation to indemnify a member of its Board of
Directors or an officer, employee, agent or fiduciary, it is the intent and
agreement of the parties hereto that Executive shall enjoy by this Agreement the
greater benefits afforded by such change. In the event of any change in any
applicable law, statute or rule which narrows the right of a corporation to
indemnify a member of its Board of Directors or an officer, employee, agent or
fiduciary, such change, to the extent not otherwise required by such law,
statute or rule to be applied to this Agreement, shall have no effect on this
Agreement or the parties' rights and obligations hereunder.

                  (b) The indemnification provided by this Agreement shall be in
addition to any rights to which Executive may be entitled under Company's
Certificate of Incorporation, its Bylaws, any agreement, any vote of
stockholders or disinterested directors, or otherwise. The indemnification
provided under this Agreement shall continue as to Executive for any action
Executive took or did not take while serving in an indemnified capacity even
though Executive may have ceased to serve in such capacity.

                  (c) The Company shall not be liable under this Agreement to
make any payment in connection with any Claim made against Executive to the
extent Executive has otherwise actually received payment (under any insurance
policy, Certificate of Incorporation, Bylaw or otherwise) of the amounts
otherwise indemnifiable hereunder.

                  (d) If Executive is entitled under any provision of this
Agreement to indemnification by Company for some or a portion of Expenses
incurred in connection with any Claim, but not, however, for all of the total
amount thereof, Company shall nevertheless indemnify Executive for the portion
of such Expenses to which Executive is entitled.

         14. NOTICES. Any notice required, permitted or desired to be given
under this Agreement shall be sufficient if it is in writing and (a) personally
delivered to Executive or an authorized member of Company, or (b) sent by
registered or certified mail, return receipt requested, to Company's or
Executive's address as provided in this Agreement or to a different

                                       10
<PAGE>

address designated in writing by either party. Notice is deemed given on the day
it is delivered personally or five (5) business days after it is sent by
registered or certified mail.

         15. ASSIGNMENT. No party to this Agreement may assign any of his rights
or obligations under this Agreement.

         16. WAIVER OF BREACH. Any waiver of a breach of a provision of this
Agreement, or any delay or failure to exercise a right under a provision of this
Agreement, by either party, shall not operate or be construed as a waiver of
that or any other subsequent breach or right.

         17. ENTIRE AGREEMENT. This Agreement contains the entire agreement of
the parties. It may not be changed orally but only by an agreement in writing
which is signed by the parties. The parties hereto agree that any existing
employment agreement between them shall terminate as of the date of this
Agreement.

         18. GOVERNING LAW; VENUE. This Agreement shall be construed in
accordance with and governed by the laws of the Province of Quebec and the laws
of Canada applicable therein . Any dispute or controversy concerning or relating
to this Agreement shall be exclusively resolved in the courts located in the
City of Montreal.

         19. SEVERABILITY. The invalidity or non-enforceability of any provision
of this Agreement or application thereof shall not affect the remaining valid
and enforceable provisions of this Agreement or application thereof.

         20. CAPTIONS. Captions in this Agreement are inserted only as a matter
of convenience and reference and shall not be used to interpret or construe any
provisions of this Agreement.

         21. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same Agreement. Delivery of signed
counterparts via facsimile transmission shall be effective as manual delivery
thereof.

         22. LANGUAGE. The parties hereto have requested that this Agreement be
drawn up in the English language. Les parties aux presentes ont demande a ce que
la presente convention soit redigee en langue anglaise.


                            [SIGNATURE PAGE FOLLOWS]

                                       11
<PAGE>

         IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement as of the date first herein above written.


TECKN-O-LASER COMPANY:



By:   /s/ William Smith
      ---------------------
      Name:   William Smith
      Title:  Secretary, Treasurer


EXECUTIVE:


      /s/ Alain Lachambre
      -------------------
       Alain Lachambre



ADSERO CORP.


By:   /s/ William Smith
      -----------------
      Name:   William Smith
      Title:  Secretary, Treasurer

                                       12

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>11
<FILENAME>ex_10-8.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.8
                              EMPLOYMENT AGREEMENT
                              --------------------

         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into
the City of Montreal, Quebec, Canada, on the 31st day of January 2005.

BY AND AMONG:     TECKN-O-LASER COMPANY, a Nova Scotia corporation with an
                  office at 2101-N Nobel Street, Sainte-Julie, Province of
                  Quebec, J3E 1Z8, herein represented by William Smith an
                  officer of the corporation duly authorized for the purposes
                  hereof;

                  (hereinafter the "Company")

AND:              YVON LEVEILLE, businessman, residing and domiciled at 443, Des
                  Pins Street, Saint-Bruno de Montarville, Province of Quebec,
                  J3V 5G5;

                  (hereinafter the "Executive")

AND:              ADSERO CORPORATION, a Delaware corporation with its principal
                  executive offices at 2085 Hurontario Street, Suite 300,
                  Mississauga, Ontario, Canada, L5A 4G1, herein represented by
                  William Smith an officer of the corporation duly authorized
                  for the purposes hereof;

                  (hereinafter "Adsero")


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

         WHEREAS, the Company wishes to retain the services of Executive to
serve as its President and Chief Executive Officer and in such other capacities
as the Company and Executive shall mutually agree in accordance with the
following terms, conditions and provisions; and

         WHEREAS, Executive wishes to perform such services for and on behalf of
the Company, in accordance with the terms, conditions and provisions of this
Agreement.

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

                                        1
<PAGE>

         1. EMPLOYMENT. The Company hereby employs Executive and Executive
accepts such employment and shall perform his duties and the responsibilities
provided for herein in accordance with the terms and conditions of this
Agreement.

         2. EMPLOYMENT STATUS. Executive shall at all times be the Company's
employee subject to the terms and conditions of this Agreement.

         3. TERM. Unless earlier terminated pursuant to terms and provisions of
this Agreement, this Agreement shall have a term (the "Term") of three (3) years
from the date of the signature of this Agreement (the "Commencement Date"). The
Term shall be automatically renewed for an additional (1) year term thereafter
unless either party delivers written notice of termination to the other at least
90 days prior to the end of the initial three (3) year Term.

         4. POSITION. During Executive's employment hereunder, Executive shall
serve as President and Chief Executive Officer of the Company as well as
President and Chief Executive Officer of Adsero and shall work exclusively for
the Company, Adsero and their affiliates. In such positions, Executive shall
have the customary powers, responsibilities and authorities of such positions in
corporations of the size, type and nature of the Company and as they were
carried out by the Executive for Teckn-O-Laser Inc. In addition, Executive will
have the duties and responsibilities inherent in the position of President and
Chief Executive Officer of a company whose shares are publicly traded. Neither
Executive's titles nor any of his functions shall be changed, diminished or
adversely affected during the Term. Executive shall be provided with an office,
staff and other working facilities consistent with his positions and as required
for the performance of his duties.

         5. LOCATION. During Executive's employment hereunder, Executive shall
be based at the Company's offices located at 2101-N Nobel Street, Sainte-Julie,
Quebec, J3E 1Z8.

         6. COMPENSATION. For the performance of all of Executive's services to
be rendered to the Company, Adsero and their affiliates pursuant to the terms of
this Agreement, the Company will pay and Executive will accept the following
compensation:

                  6.1. BASE SALARY. During the Term, the Company shall pay to
the Executive an initial base salary of CDN$175,000 per annum (the "Base
Salary") payable in equal bi-weekly installments. Such Base Salary shall not be
decreased during the Term. The Base Salary shall be reviewed annually by the
compensation committee of Adsero's board of directors to be adjusted in
accordance with the normal and standard revenues earned in the ink manufacturing
and ink/toner cartridge remanufacturing industry for a person holding a similar
title, function and position. Executive's Base Salary, as in effect from time to
time, is hereinafter referred to as the "Executive's Base Salary." The Company
shall deduct and withhold from Executive's compensation all necessary or
required taxes, including but not limited to Executive's statutory income tax
withholding and employment insurance contributions, and any other applicable
amounts required by law or any taxing authority.

                  6.2 BONUS. Throughout the duration of the Term, the Executive
will be entitled to receive an annual bonus of up to 100% of Executive's Base
Salary. The bonus will

                                        2
<PAGE>

become due and will be paid upon the realization of the objectives as determined
by the compensation committee of Adsero's board of directors.

         7. EXECUTIVE BENEFITS.

                  7.1. Paid Vacation Time. Executive shall be entitled to
receive 4 weeks paid vacation per annum.

                  7.2. Expense, Reimbursement and Allowances. Reasonable and
ordinary documented business expenses of the Executive, including, without
limiting the generality of this section, a cell phone allowance and excluding a
car allowance, incurred by Executive in the performance of his duties hereunder
shall be reimbursed by the Company in accordance with the Company policies as in
effect from time to time.

                  7.3. Other Benefits. Executive shall also be eligible to
participate in any benefit programs of the Company presently in effect or
hereafter adopted, including but not limited to life, disability or health
insurance, pension, retirement, or other benefit plans adopted by the Company
for the general and overall benefit of all executive and key employees of the
Company. At a minimum, Executive shall receive benefits equal to those that were
being received by the Executive as at December, 2004 in his capacity as
President of Teckn-O-Laser Inc.

         8. TERMINATION.

                  8.1. Termination by the Company Without Cause. Subject to
Section 8.6 hereof, the Company shall have the right to terminate Executive's
employment hereunder without cause by giving Executive written notice to that
effect. Any such termination of employment shall be effective on the date
specified in such notice.

                  8.2. Termination by the Company for Cause. Subject to Section
8.6 hereof, the Company shall have the right to terminate this Agreement and
Executive's employment hereunder "for cause" by giving Executive written notice
to that effect. Any such termination of employment shall be effective on the
date specified in such notice. For the purpose of this Agreement, "for cause"
shall mean (i) commission of a willful act of dishonesty in the course of
Executive's duties hereunder, (ii) conviction by a court of competent
jurisdiction of a criminal offense or a crime constituting a felony or
conviction in respect of any act involving fraud, dishonesty or moral turpitude
resulting in the Company's detriment or reflecting upon the Company's integrity
(other than traffic infractions or similar minor offenses), or (iii) a material
breach by Executive of the terms of this Agreement and failure to cure such
breach within 30 days after receipt of written notice from the Company
specifying the nature of such breach.

                  8.3. Death, Incapacitation or Disability.

                           (a) Subject to Section 8.6 hereof, if Executive dies
during his employment hereunder, this Agreement shall terminate upon the date of
Executive's death.

                                        3
<PAGE>

                           (b) Subject to Section 8.6 hereof, in the event
Executive suffers Total and Permanent Disability, the Company may terminate
Executive's employment. "Total and Permanent Disability" means any condition
affecting Executive that prevents the performance of the essential job functions
and which is expected to be of a long, continued and indefinite duration which
has caused Executive's absence from service, after providing to Executive
reasonable accommodation to perform the requirements of the job if required by
law, for not less than 6 consecutive months during any 18 month period. In such
instance, a determination of the existence of Executive's disability and of the
duration of the disability may be made by written agreement between the Company
and Executive, or Executive's legally appointed guardian if Executive then is
incompetent. If the parties do not agree, such determination shall be made, and
certified in writing, by a licensed physician, and not an employee of the
Company chosen by the Executive or its legal representatives. During any period
of the Executive's disability prior to Termination for Total and Permanent
Disability the Company shall continue to pay the Executive's Compensation as per
Section 6 and maintain all of the Executive's Benefits provided under Section 7.
8.4. Termination by Executive for Good Reason.

                           (a) Subject to Section 8.6 hereof, Executive shall
have the right to terminate this Agreement and his employment hereunder for
"good reason" if (A) Executive shall have given the Company prior written notice
of the reason therefor, (B) such notice shall have been given to the Company
within fifteen (15) days after Executive is notified or otherwise first learns
of the event constituting "good reason," and (C) a period of fifteen (15) days
following receipt by the Company of such notice shall have lapsed and the
matters which constitute or give rise to such "good reason" shall not have been
cured or eliminated by the Company. In the event the Company shall not take such
action within such period, Executive may send another notice to the Company
electing to terminate his employment hereunder and, in such event, Executive's
employment hereunder shall terminate and the effective date of such termination
shall be the third business day after the Company shall have received such
notice.

                           (b) For the purpose of this Agreement, "good reason"
shall mean the occurrence of any of the following:

                                    (A) Requiring Executive to engage in (x) an
illegal act or (y) an act which is inconsistent with prior practices of the
Company and which could reasonably be deemed to be materially damaging or
detrimental to Executive;

                                    (B) A default by the Company in the payment
of any material sum or the provision of any material benefit due to Executive
pursuant to this Agreement;

                                    (C) The failure of the Company to obtain the
assumption of this Agreement by any successor to all or substantially all of the
assets or business of the Company; or

                                    (D) Any unilateral change imposed by the the
Company in the title, power, functions or duties of the Executive;

                                        4
<PAGE>

                                    (E) Any material breach by the Company of
any provision of this Agreement which is not corrected by the Company or, if the
breach cannot be corrected, as to which the Company fails to pay to Executive
reasonable compensation for such breach, within 30 days following receipt by the
Company of written notice from Executive specifying the nature of such breach.
In this paragraph, the expression "material breach" means a breach of such
nature as would be reasonably be regarded as significant in relation to this
Agreement.

                  8.5. Termination by Executive Without Good Reason. Subject to
Section 8.6 hereof, Executive shall have the right to terminate this Agreement
and his employment hereunder without good reason by giving the Company 60 days
prior written notice to that effect. The termination of employment shall be
effective on the date specified in such notice, or earlier, at the determination
of the Company, in which event such termination shall remain classified as a
termination by Executive without good reason.

                  8.6. Consideration.

                           (a) If the Company terminates this Agreement "without
cause" under Section 8.1 or if Executive terminates this Agreement for "good
reason" under Section 8.4, then Executive shall be entitled to receive, and the
Company shall pay to Executive:

                                    (i) 100% of the total Base Salary for the
greater of the balance of the Term and one (1) year, without reduction for
present valuation not later than the next regularly scheduled payment date in
accordance with Section 6.1;

                                    (ii) any business expenses to be reimbursed
and yet unpaid under Section 7.2 not later than the next regularly scheduled
payment date in accordance with Section 7;

                                    (iii) 100% of the Bonuses accrued under
Section 6.2 and yet unpaid, which shall be paid within 15 days after the date of
Termination;

                                    (iv) a sum equal to the vacation time
accrued and yet unpaid pursuant to Subsection 7.1 as of the date of Termination,
which shall be paid within 15 days after the date of Termination; and

                                    (v) 100% of the other Benefits provided
under Subsection 7.3 for the greater of the balance of the Term and one (1)
year.

                           (b) If the Company terminates this Agreement "with
cause" under Section 8.2, or if Executive terminates this Agreement for other
than "good reason" under Section 8.5, or if this Agreement is terminated as a
result of the death of Executive under Section 8.3, then Executive shall be
entitled to receive, and the Company shall pay to Executive, or, in the case of
death, Executive's administrator:

                                        5
<PAGE>

                                    (i) all of the accrued but unpaid Base
Salary through the date of Termination or death not later than the next
regularly scheduled payment date in accordance with Section 6.1;

                                    (ii) any business expenses to be reimbursed
and yet unpaid under Section 7.2 which shall be paid no later than the next
regularly scheduled payment date in accordance with Section 7;

                                    (iii) all of the accrued Bonuses under
Section 6.2 and yet unpaid through the date of Termination, which shall be paid
within 15 days after the date of Termination;

                           (c) If this Agreement is terminated as a result of
the disability of Executive under Section 8.3, then Executive shall be entitled
to receive, and the Company shall pay to Executive:

                                    (i) the accrued but unpaid Base Salary
through the date of Termination not later than the next regularly scheduled
payment date in accordance with Section 6.1;

                                    (ii) any business expenses to be reimbursed
and yet unpaid under Section 7.2 not later than the next regularly scheduled
payment date in accordance with Section 7;

                  8.7 All amounts payable hereunder shall be net of any
withholdings under applicable Canadian and Quebec income tax laws and
regulations.

         9. INTELLECTUAL PROPERTY. During the Term of this Agreement, Executive
shall disclose immediately to the Company all ideas and inventions that he
makes, conceives, discovers or develops during the course of employment with the
Company, including but not limited to any inventions, modifications,
discoveries, developments, improvements, trademarks, computer programs,
processes, products or procedures (collectively "Work Product") that: (i)
relates to the business of the Company; or (ii) results from tasks assigned to
Executive by the Company; or (iii) results from the use of the premises or
property (whether tangible or intangible) owned, leased or contracted for or by
the Company. Executive agrees that any Work Product shall be the sole and
exclusive property of the Company without the payment of any royalty or other
consideration except for the compensation paid to Executive hereunder. Executive
agrees that during the Term of this Agreement and thereafter, upon the request
of the Company and at its expense, he shall execute and deliver any and all
applications, assignments and other instruments which the Company shall deem
necessary or advisable to transfer to and vest in the Company Executive's entire
right, title and interest in and to all such ideas, inventions, trademarks or
other developments and to apply for and to obtain patents or copyrights for any
such patentable or copyrightable ideas, inventions, trademarks and other
developments.

                                        6
<PAGE>

         10. NON-DISCLOSURE OF INFORMATION.

                  10.1. Executive acknowledges that by virtue of his position he
will be privy to the Company's confidential information and trade secrets, as
they may exist from time to time, and that such confidential information and
trade secrets may constitute valuable, special, and unique assets of the Company
(hereinafter collectively "Confidential Information"). Accordingly, Executive
shall not, during the Term and for a period of three (3) years thereafter,
intentionally disclose all or any part of the Confidential Information to any
person, firm, corporation, association or any other entity for any reason or
purpose whatsoever, nor shall Executive and any other person by, through or with
Executive, during the term and for a period of three (3) years thereafter,
intentionally make use of any of the Confidential Information for any purpose or
for the benefit of any other person or entity, other than the Company, under any
circumstances.

                  10.2. The Company and Executive agree that a violation of the
foregoing covenants will cause irreparable injury to the Company, and that in
the event of a breach or threatened breach by Executive of the provisions of
this Section 10, the Company shall be entitled to an injunction restraining
Executive from disclosing, in whole or in part, any Confidential Information, or
from rendering any service to any person, firm, corporation, association or
other entity to whom any such information, in whole or in part, has been
disclosed in violation of this Agreement. Nothing herein stated shall be
construed as prohibiting the Company from pursuing any other rights and
remedies, at law or in equity, available to the Company for such breach or
threatened breach, including the recovery of damages from Executive.

                  10.3. Notwithstanding anything contained in this Section 10 to
the contrary, "Confidential Information" shall not include (i) information in
the public domain as of the date hereof, (ii) information which enters the
public domain hereafter through no fault of Executive, (iii) information
created, discovered or developed by Executive independent of his association
with the Company, provided that such information is supported by accompanying
documentation of such independent development. Nothing contained in this Section
10 shall be deemed to preclude the proper use by Executive of Confidential
Information in the exercise of his duties hereunder or the disclosure of
Confidential Information required by law.

         11. RESTRICTIVE COVENANT.

                  11.1. Covenant not to Compete. Except in the event of
Termination pursuant to Section 8.1 or section 8.4, during the Term and for that
period of time after the termination of this Agreement for which the Executive
will have been paid as provided for under Section 8.6 , Executive covenants and
agrees that he shall not solicit any clients and or employees of the Company or
Adsero, own, manage, operate, control, be employed by, participate in, or be
connected in any manner with the ownership, management, operation, or control,
whether directly or indirectly, as an individual on his own account, or as a
partner, member, joint venturer, officer, director or shareholder of a
corporation or other entity engaged in the business of the remanufacturing of
laser toner and ink jet cartridges and the manufacturing of ink in the

                                        7
<PAGE>

territory of the United States of America.. The foregoing shall not preclude
Executive or any affiliate thereof from any consulting arrangement which may be
entered into from time to time with the Company, or its affiliates.

         12. ARBITRATION.

                  12.1. Other than with respect to a proceeding for injunctive
relief referred to herein, any controversy or claim arising out of or relating
to this Agreement, the performance thereof or its breach or threatened breach
shall be settled by arbitration.

                  12.2. The Parties undertake, following a written notice sent
by one of the parties to the other party, to submit such controversy or claim to
arbitration in accordance with the provisions of the Code of civil procedure of
the province of Quebec under sections 940 to 947.4 inclusively and the
provisions included herein aside at the exclusion of any other remedy available
before the civil courts.

                  12.3. Within ten (10) days following the receipt of the
arbitration written notice as provided in Section 12.2 hereinabove, the Parties
shall appoint, by mutual agreement, an arbitrator. Unless the parties agree
within the prescribed delay to appoint the arbitrator, one party shall be
entitled to ask the Court to make appointment.

                  12.4. The arbitration sessions shall be held in Montreal in a
location chosen by the parties or, in case of a disagreement, by the arbitrator.
The arbitrator shall have the authority to determine his own rules of procedure
and shall render his arbitration award in writing. The allocation of the
arbitration fees and allowances shall be determined within the arbitration
award.

                  12.5. The arbitrator shall render his arbitration award and
notify the parties within thirty (30) days delay from the date where the dispute
was submitted to him, unless such a delay is otherwise determined by mutual
agreement by the parties or by the arbitrator.

                  12.6. The arbitration award shall be final and without appeal.
The award shall be binding upon the parties and the provisions of the Code of
civil procedure of the province of Quebec under sections 940 to 946.6 shall
prevail.

         13. INDEMNIFICATION.

                  13.1.    (a) Indemnification of Expenses. Except as provided
in Section 13.1(b) hereof, the Company shall indemnify the Executive to the
fullest extent permitted by law if Executive was or is or becomes a party to or
witness or other participant in, or is threatened to be made a party to or
witness or other participant in, any threatened, pending or completed action,
suit, proceeding or alternative dispute resolution mechanism, or any hearing,
inquiry or investigation that Executive in good faith believes might lead to the
institution of any such action, suit, proceeding or alternative dispute
resolution mechanism, whether civil, criminal, administrative, investigative or
other (hereinafter a "Claim") by reason of (or arising in part out of) any event
or occurrence related to the fact that Executive is or was a director, officer,
employee, agent or fiduciary of the Company, or any subsidiary of the Company,
or is or was serving at the request of the Company as a director, officer,
employee, agent or fiduciary of another corporation, partnership, joint venture,
limited liability company, trust or other

                                        8
<PAGE>

enterprise, or by reason of any action or inaction on the part of Executive
while serving in such capacity (hereinafter an "Indemnifiable Event") against
any and all expenses (including attorneys' fees and all other costs, expenses
and obligations incurred in connection with investigating, defending, being a
witness in or participating in (including on appeal), or preparing to defend, be
a witness in or participate in, any such action, suit, proceeding, alternative
dispute resolution mechanism, hearing, inquiry or investigation), judgments,
fines, penalties and amounts paid in settlement (if such settlement is approved
in advance by the Company, which approval shall not be unreasonably withheld) of
such Claim and any federal, provincial, state, local or foreign taxes imposed on
Executive as a result of the actual or deemed receipt of any payments under this
Agreement (collectively, hereinafter "Expenses"), including all interest,
assessments and other charges paid or payable in connection with or in respect
of such Expenses. Such payment of Expenses shall be made by the Company as soon
as practicable but in any event no later than twenty days after Executive
presents written demand therefor to the Company.

                           (b) Limitation on Indemnification. The Company's
obligation to indemnify Executive pursuant to this Agreement shall not extend to
acts of Executive constituting gross negligence or fraud.

                  13.2. Expenses; Indemnification Procedure.

                           (a) Subject to the other terms and conditions of this
Agreement, the Company shall advance all Expenses incurred by Executive. The
advances to be made hereunder shall be paid by the Company to Executive as soon
as practicable but in any event no later than twenty days after written demand
by Executive therefor to the Company.

                           (b) Executive shall, as a condition precedent to
Executive's right to be indemnified under this Agreement, give the Company
notice in writing as soon as practicable of any Claim made against Executive for
which indemnification will or could be sought under this Agreement. Notice to
the Company shall be directed to the Board of Directors of the Company at the
address shown on the first page of this Agreement. In addition, Executive shall
give the Company such information and cooperation as it may reasonably require
and as shall be within Executive's power.

                           (c) For purposes of this Agreement, the determination
of any Claim by judgment, order, settlement (whether with or without court
approval) or conviction, or upon a plea of [nolo contendere], or its equivalent,
shall not create a presumption that Executive did not meet any particular
standard of conduct or have any particular belief or that a court has determined
that indemnification is not permitted by applicable law.

                           (d) If, at the time of the receipt by the Company of
a notice of a Claim pursuant to Section 13.2(b) hereof, the Company has
liability insurance in effect which may cover such Claim, the Company shall give
prompt notice of the commencement of such Claim to the insurers in accordance
with the procedures set forth in the respective policies. The Company shall
thereafter take all necessary or desirable action to cause such insurers to pay,
on behalf of Executive, all amounts payable as a result of such action, suit,
proceeding, inquiry or investigation in accordance with the terms of such
policies.

                                        9
<PAGE>

                           (e) In the event the Company shall be obligated
hereunder to pay the Expenses of any Claim, the Company shall be entitled to
assume the defense of such Claim with counsel approved by Executive, which
approval shall not be unreasonably withheld, upon the delivery to Executive of
written notice of its election so to do. After delivery of such notice, approval
of such counsel by Executive and the retention of such counsel by the Company,
the Company will not be liable to Executive under this Agreement for any fees of
counsel subsequently incurred by Executive with respect to the same Claim;
provided that, (i) Executive shall have the right to employ Executive's counsel
in any such Claim at Executive's expense and (ii) if (A) the employment of
counsel by Executive has been previously authorized by the Company, (B)
Executive shall have reasonably concluded that there is a conflict of interest
between the Company and Executive in the conduct of any such defense, or (C) the
Company shall not continue to retain such counsel to defend such Claim, then the
fees and expenses of Executive's counsel shall be at the expense of the Company.
The Company shall have the right to conduct such defense as it sees fit in its
sole discretion, including the right to settle any claim against Executive
without the consent of Executive so long as in the case of the settlement (i)
the Company has the financial ability to satisfy any monetary obligation
involving Executive under such settlement and (ii) the settlement does not
impose injunctive type relief on the activities of Executive. In all events,
Executive will not unreasonably withhold its consent to any settlement.

                  13.3. Additional Indemnification Rights; Nonexclusivity.

                           (a) Except as provided in Section 13.3(b) hereof, the
Company hereby agrees to indemnify Executive to the fullest extent permitted by
law, notwithstanding that such indemnification may not be specifically
authorized by the other provisions of this Agreement, the Company's Certificate
of Incorporation, the Company's Bylaws or by statute. In the event of any change
after the date of this Agreement in any applicable law, statute or rule which
expands the right of a corporation to indemnify a member of its Board of
Directors or an officer, employee, agent or fiduciary, it is the intent and
agreement of the parties hereto that Executive shall enjoy by this Agreement the
greater benefits afforded by such change. In the event of any change in any
applicable law, statute or rule which narrows the right of a corporation to
indemnify a member of its Board of Directors or an officer, employee, agent or
fiduciary, such change, to the extent not otherwise required by such law,
statute or rule to be applied to this Agreement, shall have no effect on this
Agreement or the parties' rights and obligations hereunder.

                           (b) The indemnification provided by this Agreement
shall be in addition to any rights to which Executive may be entitled under
Company's Certificate of Incorporation, its Bylaws, any agreement, any vote of
stockholders or disinterested directors, or otherwise. The indemnification
provided under this Agreement shall continue as to Executive for any action
Executive took or did not take while serving in an indemnified capacity even
though Executive may have ceased to serve in such capacity.

                           (c) The Company shall not be liable under this
Agreement to make any payment in connection with any Claim made against
Executive to the extent Executive has otherwise actually received payment (under
any insurance policy, Certificate of Incorporation, Bylaw or otherwise) of the
amounts otherwise indemnifiable hereunder.

                                       10
<PAGE>

                           (d) If Executive is entitled under any provision of
this Agreement to indemnification by Company for some or a portion of Expenses
incurred in connection with any Claim, but not, however, for all of the total
amount thereof, Company shall nevertheless indemnify Executive for the portion
of such Expenses to which Executive is entitled.

         14. NOTICES. Any notice required, permitted or desired to be given
under this Agreement shall be sufficient if it is in writing and (a) personally
delivered to Executive or an authorized member of Company, or (b) sent by
registered or certified mail, return receipt requested, to Company's or
Executive's address as provided in this Agreement or to a different address
designated in writing by either party. Notice is deemed given on the day it is
delivered personally or five (5) business days after it is sent by registered or
certified mail.

         15. ASSIGNMENT. No party to this Agreement may assign any of his rights
or obligations under this Agreement.

         16. WAIVER OF BREACH. Any waiver of a breach of a provision of this
Agreement, or any delay or failure to exercise a right under a provision of this
Agreement, by either party, shall not operate or be construed as a waiver of
that or any other subsequent breach or right.

         17. ENTIRE AGREEMENT. This Agreement contains the entire agreement of
the parties. It may not be changed orally but only by an agreement in writing
which is signed by the parties. The parties hereto agree that any existing
employment agreement between them shall terminate as of the date of this
Agreement.

         18. GOVERNING LAW; VENUE. This Agreement shall be construed in
accordance with and governed by the laws of the Province of Quebec and the laws
of Canada applicable therein . Any dispute or controversy concerning or relating
to this Agreement shall be exclusively resolved in the courts located in the
City of Montreal.

         19. SEVERABILITY. The invalidity or non-enforceability of any provision
of this Agreement or application thereof shall not affect the remaining valid
and enforceable provisions of this Agreement or application thereof.

         20. CAPTIONS. Captions in this Agreement are inserted only as a matter
of convenience and reference and shall not be used to interpret or construe any
provisions of this Agreement.

         21. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same Agreement. Delivery of signed
counterparts via facsimile transmission shall be effective as manual delivery
thereof.

         22. LANGUAGE. The parties hereto have requested that this Agreement be
drawn up in the English language. Les parties aux presentes ont demande a ce que
la presente convention soit redigee en langue anglaise.


                            [SIGNATURE PAGE FOLLOWS]

                                       11
<PAGE>

         IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement as of the date first herein above written.


TECKN-O-LASER COMPANY:



By:   /s/ William Smith
      -----------------
      Name:   William Smith
      Title:  Secretary, Treasurer


EXECUTIVE:


      /s/ Yvon Leveille
      -----------------
      Yvon Leveille



ADSERO CORP.


By:   /s/ William Smith
      -----------------
      Name:   William Smith
      Title:  Secretary, Treasurer

                                       12

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>12
<FILENAME>ex_10-9.txt
<DESCRIPTION>LOAN AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.9

                                 LOAN AGREEMENT
                                 --------------

         This Loan Agreement (this "AGREEMENT") dated as of January 26, 2005
among Teckn-O-Laser Company/Compagnie Teckn-O-Laser, a corporation amalgamated
under the laws of Nova Scotia ("BORROWER"), Adsero Corp. ("ADSERO"), YAC Corp.
("YAC"), 3091732 Nova Scotia Company ("CALLCO"), 3091503 Nova Scotia Company
("TAC"), Compagnie Teckn-O-Laser Global/Teckn-O-Laser Global Company ("TOLG")
and TecknoLaser USA Inc. ("TOL USA") (collectively "GUARANTORS") and Barrington
Bank International Limited, a Bahamian banking company ("LENDER").

                                    RECITALS
                                    --------

         A. Lender has agreed to make a loan to Borrower pursuant to the terms
and conditions contained herein.

         B. Borrower's obligations under the Loan will be secured by, among
other things, a hypothec (the "BORROWER'S HYPOTHEC") over the universality of
the Borrower's assets and property, immovable, real, personal and movable,
tangible and intangible, present and future (the "COLLATERAL"). This Agreement,
the Borrower's Hypothec, the Guaranty Agreements and any other documents
evidencing or securing the Loan or the Guaranty Agreements or executed in
connection therewith, and any modifications, renewals and extensions thereof,
are referred to herein collectively as the "LOAN DOCUMENTS".

         C. A list of certain defined terms used in this Agreement appears on
the attached Schedule II.

         Now, therefore, in consideration of the foregoing and the mutual
conditions and agreements contained herein the parties agree as follows:

                                    ARTICLE 1
                                    THE LOAN
                                    --------

         1.1 Disbursements. On the Closing Date (as such term is defined in the
Funding and Pay-Off Agreement), and subject to the terms and conditions of this
Agreement (and in particular of Article 3) and the Funding and Pay-Off
Agreement, Lender shall disburse to Borrower the proceeds of the Loan in the
amount of CDN$2,000,000 (the "LOAN"). All payments to be made by Borrower, any
other Borrower Party or any other Person to Lender in respect of the Loan,
including all principal and interest thereon, shall be made in the lawful
currency of Canada and shall be made by wire transfer in immediately available
funds in the manner set forth in Section 1.5 hereof.

         1.2 Loan Term. The Loan shall mature on the day which is five (5) years
and one (1) day following disbursement of the Loan or any earlier date on which
the Loan shall be required to be paid in full, whether by acceleration or
otherwise (the "MATURITY DATE").

                                        1
<PAGE>

         1.3 Interest Rate.

         1.3.1 Interest Rate. Borrower shall pay interest on the outstanding
principal balance of the Loan at a fixed rate per annum equal to 12% during the
first 12 months of the term of the Loan and at a fixed rate per annum equal to
20% thereafter (the "INTEREST RATE").

         1.3.2 Calculation Method. Interest for the Loan shall be computed on
the basis of a 360-day year and charged for the actual number of days elapsed.
For purposes of disclosure pursuant to the Interest Act (Canada), the annual
rates of interest or fees to which the rates of interest or fees provided in
this Agreement and the other Loan Documents (and stated herein or therein, as
applicable, to be computed on the basis of a 360-day year) are equivalent to the
rates so determined multiplied by the actual number of days in the applicable
calendar year and divided by 360. Borrower hereby acknowledges that Interest on
the Loan is to be calculated by Lender on the basis of a 360-day year and is
fully aware that such calculations result in an accrual and/or payment of
interest in amounts greater than corresponding interest calculations based on a
365-day year.

         1.4 Interest Payments. Borrower shall make interest payments quarterly
in arrears (a) commencing on March 31, 2005 and on the last day of each
subsequent fiscal quarter (June 30, September 30, December 31 and March 31)
until the Maturity Date and (b) ending on the Maturity Date, in each case,
computed on the outstanding principal balance of the Loan together with any
unpaid interest at the applicable Interest Rate.

         1.5 Method of Payments. Borrower shall make each payment under this
Agreement not later than 11:00 a.m. (Montreal time) on the day when due in
immediately available funds in the lawful currency of Canada by wire transfer to
the Lender at the following account or, upon five (5) days prior written notice
by the Lender to the Borrower, to such other account indicated in such notice:

         Correspondent Bank:            CIBC TORONTO
                                        CORRESPONDENT BANKING
                                        RELATION & SERVICE
                                        COMMERCE COURT, 10TH FLOOR
                                        TORONTO, ON M5LK 1A2
                                        CANADA
         Cash a/c #:                    724819
         Swift Code:                    CIBCCATT

         Beneficiary Bank:              THE BANK OF BERMUDA LIMITED, HAMILTON,
                                        BERMUDA
         Chips UID:                     005584
         Swift Code:                    BBDA BMHM

         For Further Credit To:         BARRINGTON BANK INTERNATIONAL LIMITED
                                        ACCOUNT NUMBER: 0263830

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<PAGE>

         1.6 Default and Acceleration. Upon the occurrence of an Event of
Default, (a) the principal sum of the Loan outstanding from time to time, and
(b) interest, default interest, late charges, prepayment charges (including,
without limitation, the Prepayment Fee) and other sums due under this Agreement
and (c) without duplication, any and all amounts due to Lender under the Loan
Documents (the sums referred to in (a), (b) and (c) above, collectively, the
"DEBT") may be declared due and payable at the option of Lender in the manner
provided in Article 8 hereof. Unless payments are made in the amount and as
required hereunder, remittances in payment of all or any part of the Debt shall
not, regardless of any receipt or credit issued therefor, constitute payment
until the required amount is actually received by Lender in funds immediately
available as specified herein and shall be made and accepted subject to the
condition that any check or draft may be handled for collection in accordance
with the practice of the collecting bank or banks. Acceptance by Lender of any
payment in an amount less than the amount then due shall be deemed an acceptance
on account only.

         1.7 Default Interest. Borrower hereby agrees that upon the occurrence
of an Event of Default, Lender shall be entitled to receive and Borrower shall
pay interest on the entire unpaid principal sum at a per annum rate equal to the
lesser of (a) (i) during the first 90 days after such Default, the Interest Rate
plus 3%, and (ii) during the period after the first 90 days after such Default,
the Interest Rate plus 6%, and (b) the maximum interest rate which Borrower may
by law pay (the "DEFAULT RATE"). The Default Rate shall be computed from the
occurrence of the Event of Default until the earlier of the date upon which the
Event of Default is cured or the date upon which the Debt is paid in full.
Interest calculated at the Default Rate shall be added to the Debt and shall be
deemed secured by the Loan Documents. This clause, however, shall not be
construed as an agreement or privilege to extend the date of the payment of the
Debt, nor as a waiver of any other right or remedy accruing to Lender by reason
of the occurrence of any Event of Default.

         1.8 Deferred Interest Payments. In the event that Borrower is not
permitted under the terms of the Intercreditor Agreement to make all or part of
any interest payment as and when due in accordance with the terms of this
Agreement, Lender hereby agrees that it shall not declare the Debt to be
immediately due and payable, provided that (i) the Debt, including for greater
certainty any and all interest that is due and that remains unpaid, shall bear
interest at the Default Rate in accordance with Section 1.7 hereof until all
unpaid interest is paid in full, (ii) Borrower shall pay all unpaid interest
(including interest thereon) from time to time as and when such payment shall be
permitted under the terms of the Intercreditor Agreement, and (iii)
notwithstanding the terms of the Intercreditor Agreement, no interest payment
shall remain unpaid for a period of more than 180 days from the initial
scheduled interest payment date. In the event of a default of any of the
foregoing, Lender shall be entitled to declare the Debt immediately due and
payable and shall be permitted to exercise all of its rights and recourses under
this Agreement.

         1.9 Savings Clause. It is the intention of Borrower and Lender to
conform strictly to the usury and similar laws relating to interest from time to
time in force (including in particular the Criminal Code (Canada)), and all
agreements between Lender and Borrower, whether now existing or hereafter
arising and whether oral or written, are hereby expressly limited so that in no
contingency or event whatsoever, whether by acceleration of maturity hereof or
otherwise, shall the amount paid or agreed to be paid in the aggregate to Lender
as interest hereunder or under the other Loan Documents result in a receipt by
the Lender of interest at a criminal rate (as such term is construed under the
Criminal Code (Canada)), or otherwise exceed the maximum permissible under
applicable usury or such other laws (the "MAXIMUM AMOUNT"). If from any possible
construction of any document, interest would otherwise be payable

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<PAGE>

hereunder or under the other Loan Documents in excess of the Maximum Amount, or
in the event for any reason whatsoever any payment by or act of Borrower
pursuant to the terms or requirements hereof or the other Loan Documents shall
result in the payment of interest which would exceed the Maximum Amount, then
any such construction shall be subject to the provisions of this Section, and
ipso facto such document shall be automatically reformed, without the necessity
of the execution of any amendment or new document, so that the obligation of
Borrower to pay interest or perform such act or requirement shall be reduced to
the limit authorized under the applicable laws, and in no event shall Borrower
be obligated to pay any interest, perform any act, or be bound by any
requirement which would result in the payment of interest in excess of the
Maximum Amount. Any amount received by Lender in excess of the Maximum Amount
shall, without further agreement or notice between or by any party hereto, be
deemed applied to reduce the principal sum hereof immediately upon receipt of
such moneys by Lender, with the same force and effect as though Borrower has
specifically designated such sums to be applied to principal prepayment. The
provisions of this Article shall supersede any inconsistent provision of this
Agreement or any other Loan Document.

         1.10 Late Charge. If any sum payable under this Agreement or the Loan
Documents is not paid prior to the 5th Business Day after the date on which it
is due (except for any failure to pay the amounts due under this Agreement at
maturity), Borrower shall pay to Lender upon demand an amount equal to the
lesser of 5% of such unpaid sum or the maximum amount permitted by applicable
law to defray the expenses incurred by Lender in handling and processing the
delinquent payment and to compensate Lender for the loss of the use of the
delinquent payment. The amount thereof shall be secured by the Loan Documents.

         1.11 Waivers. Borrower hereby waives presentment and demand for
payment, notice of dishonor, protest and notice of protest and non-payment and
all other notices of any kind. No release of any security for the Debt or
extension of time for payment of the Loan or any installment hereof, and no
alteration, amendment or waiver of any provision of this Agreement or any of the
other Loan Documents made by agreement between Lender or any other person or
party shall release, modify, amend, waive, extend, change, discharge, terminate
or affect the liability of Borrower, and any other person or entity who may
become liable for the payment of all or any part of the Debt, under this
Agreement or any of the other Loan Documents. No notice to or demand on Borrower
shall be deemed to be a waiver of the obligation of Borrower or of the right of
Lender to take further action without further notice or demand as provided for
in this Agreement or the other Loan Documents.

         1.12 Prepayments of Loan. The Loan may be prepaid by Borrower in whole
or in part, for any reason, at any time following the Closing Date upon not less
than 30 and not more than 60 days prior written notice to Lender specifying the
date on which the prepayment is to be made (the "PREPAYMENT DATE"). All
prepayments of the Loan, whether pursuant to this Section 1.12, upon the
occurrence of an Event of Default, or otherwise, shall include full payment of
the Prepayment Amount. "PREPAYMENT AMOUNT" shall mean: (1) an amount equal to
the principal amount of the Loan being prepaid by Borrower (the "PRINCIPAL
REPAYMENT"); plus (2) all accrued and unpaid interest and all other sums due
under the Loan Agreement and other Loan Documents relating to the Principal
Repayment; plus (3) the Prepayment Fee, plus (4) all other charges payable in
connection with a prepayment of the Loan. The "PREPAYMENT FEE" shall mean an
amount equal to (1) if the Prepayment Date occurs prior to the one (1) year
anniversary of the Loan, the amount that would have been paid to Lender in
Interest on account of the Principal Repayment from the Prepayment Date to the
one (1) year anniversary of the Loan, (2) if the Prepayment Date occurs
thereafter, that there shall be no Prepayment Fee for any prepayment of the
Loan.

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<PAGE>

         Lender shall not be obligated to accept prepayment of the principal
balance of the Loan unless it is accompanied by the sums referenced in clauses
(1) through (4) inclusive. BORROWER ACKNOWLEDGES AND AGREES THAT THE PREPAYMENT
FEE REPRESENTS A REASONABLE AND FAIR ESTIMATE OF COMPENSATION FOR THE LOSS THAT
LENDER MAY SUSTAIN FROM THE PREPAYMENT OF THE LOAN.

         1.13 Conversion Right. At any time and from time to time after the six
month anniversary of the date hereof, Lender shall have the right to convert the
remaining principal balance plus accrued and unpaid interest thereon of the Loan
into common shares of Adsero, at a conversion price of US$1.00 per share. Adsero
shall, at all times while any principal amount of the Loan remains outstanding,
and from time to time as may be necessary, reserve out of its authorized but
unissued share capital a sufficient number of common shares to permit the
conversion of the full principal amount of the Loan into common shares of
Adsero. Adsero covenants that all securities, including the common shares to be
issued upon exercise of the conversion right will, upon issuance, be duly
authorized, validly issued, fully paid and non-assessable and free from
pre-emptive rights, adverse claims and all taxes, Liens (save and except for any
restrictions as may be imposed by securities regulatory authorities) and charges
caused or created by Adsero with respect to the issuance thereof. Adsero will
use its best efforts to cause prompt compliance with all applicable securities
laws regulating the offer and delivery of common shares upon conversion of any
part of the principal amount of the Loan, if any. The common shares to be issued
and delivered upon exercise of the conversion right shall be validly created,
authorized and issued as fully paid and non-assessable securities in the capital
of Adsero. All necessary corporate action has been taken by Adsero to allot and
authorize the issuance of the common shares to be issued in connection with the
conversion right.

                                    ARTICLE 2
                                    SECURITY
                                    --------

         2.1 Security. As general and continuing collateral security for the
performance by the Borrower of its present and future obligations under this
Agreement and the Loan Documents to which the Borrower is a party including,
without limitation, the obligation of the Borrower to repay all amounts in
principal, interest, fees and accessories and interest on arrears of interest,
upon the terms provided for hereunder, the Borrower shall have provided and
delivered to the Lender, in form and substance satisfactory to the Lender, an
executed copy of the Borrower's Hypothec, an executed copy of a general security
agreement under the laws of the Province of Nova Scotia and such additional
Security as the Lender may reasonably require over the assets of the Borrower.
Borrower undertakes and covenants to execute such further instruments and
documents and to do all such things as the Lender shall require to ensure that
the Security Documents secure said obligations.

         2.2 Guaranty Agreements. Borrower shall cause each of the Guarantors so
requested by Lender, to (a) guaranty in favour of the Lender the prompt and
complete payment and performance of all obligations of Borrower under the Loan
and the Loan Documents by executing guaranty agreements ("GUARANTEE
AGREEMENTS"), and (b) provide in favour of the Lender a hypothec and/or general
security agreement and/or any other instrument, document or agreement which the
Lender may reasonably require over a universality of such Guarantors' assets and
property, immovable, real, personal and movable, tangible and intangible,
present and future, in each case in form and substance satisfactory to the
Lender.

         2.3 Registration and Validity. Borrower acknowledges and agrees that
the Lender may register, file or record the Security Documents and may renew
same from time to

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<PAGE>

time, in each case at the expense of Borrower, in all jurisdictions and offices
where such registration, filing or recording is necessary or of advantage, in
the Lender's sole discretion, to the creation, perfection and preserving of the
hypothecs, security interests or guarantees arising pursuant to such Security
Documents. Borrower acknowledges and agrees that each Security Document shall
remain valid and in force at all times.

         2.4 Subordination. Borrower acknowledges and agrees that the Security
contemplated in Sections 2.1 and 2.2 hereof shall at all times be first-ranking
security, subject only to the Senior Loan, pursuant to the Intercreditor
Agreement.

                                   ARTICLE 3
                              CONDITIONS PRECEDENT
                              --------------------

         Lender's obligation to disburse the Loan is subject to satisfaction, on
or prior to January 28, 2005, of all of the following conditions.

         3.1 Senior Loan. There shall be no change to the terms of, or any
default under, the Senior Loan. Borrower shall have obtained, and shall have
delivered copies thereof, of waivers and/or consents from Senior Lender for all
past or existing breaches of covenants under the Senior Loan Documents.

         3.2 Loan Documents. Lender shall have received the Loan Documents and
the Security Documents, duly executed by the Borrower Parties party thereto all
in form and substance satisfactory to Lender.

         3.3 Shares. Lender shall have received 200,000 validly issued,
non-assessable and fully paid common shares in the share capital of Adsero,
which shares will be included in a registration statement filed under the U.S.
Securities Act of 1933, as amended, within 90 days following the date hereof.

         3.4 Legal Opinion. Lender shall receive a legal (corporate,
enforceability and perfection of all Loan Documents) opinion from Borrower's and
Guarantors' counsel in form and substance reasonably satisfactory to Lender,
together with search reports for registered Liens.

         3.5 Corporate Documents. Lender shall have received the following
documents, all in form and substance satisfactory to Lender:

                  (a) certified copies of the organizational documents of
Borrower and each Guarantor;

                  (b) certificates of good standing in respect of Borrower and
each Guarantor, in all relevant jurisdictions;

                  (c) certified copies of resolutions authorizing the
transactions contemplated in this Agreement and the other Loan Documents and of
the documents attesting to the authenticity of the signatures of the persons
acting on behalf of Borrower and each Guarantor;

                  (d) a certificate evidencing the insurance coverage required
to be maintained by Borrower pursuant to this Agreement; and

                  (e) an Intercreditor Agreement, duly executed by the Senior
Lender.

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<PAGE>

         3.6 Funding and Pay-Off Agreement. The conditions to the disbursement
of the Loan set forth in the Funding and Pay-Off Agreement shall have been
satisfied.

         3.7 Equity Financing. Adsero shall have completed, on or prior to the
date hereof, a financing by way of the issuance of shares (the "EQUITY
FINANCING") in an amount not less than $750,000, the proceeds of which Equity
Financing are to be used solely for the purposes set forth in the Funding and
Pay-Off Agreement dated as of the date hereof by and among certain of the
parties hereto and Caisse de depot et placement du Quebec ("CDP").

         3.8 Additional Items. Lender shall have received such other items as
Lender may reasonably require.

                                    ARTICLE 4
                                      TAXES
                                      -----

         4.1 Taxes.

                  (a) Any and all payments by or on behalf of Borrower hereunder
or under any other Loan Document shall be made, in accordance with this Section
4.1, free and clear of and without deduction for any and all present or future
Taxes (excluding Taxes imposed on or measured by the net income or capital of
Lender by the jurisdiction under the laws of which it is organized or is
resident or carries on business through a permanent establishment located
therein or any political subdivisions thereof). If Borrower shall be required by
law to deduct any Taxes from or in respect of any sum payable hereunder or under
any other Loan Document (excluding Taxes imposed on or measured by the net
income or capital of Lender by the jurisdiction under the laws of which it is
organized or is resident or carries on business through a permanent
establishment located therein or any political subdivisions thereof), (i) the
sum payable shall be increased as much as shall be necessary so that, after
making all required withholdings and deductions (including withholdings and
deductions applicable to additional sums payable under this Section 4.1), Lender
receives an amount equal to the sum it would have received had no such
withholdings or deductions been made, (ii) Borrower shall make such withholdings
and deductions, and (iii) Borrower shall pay the full amount withheld or
deducted to the relevant taxing or other authority in accordance with applicable
law. Within thirty (30) days after the date of any payment of Taxes, Borrower
shall furnish to Lender the original or a certified copy of a receipt evidencing
payment thereof.

                  (b) In addition, Borrower agrees to pay any present or future
Taxes that arise from any payment made under this Agreement or under any other
Loan Document or from the execution, sale, transfer, delivery or registration
of, or otherwise with respect to, this Agreement, the other Loan Documents and
any other agreements and instruments contemplated hereby or thereby (except for
Taxes imposed on or measured by the net income or capital of Lender by the
jurisdiction under the laws of which it is organized or is resident or carries
on business through a permanent establishment located therein or any political
subdivisions thereof). Lender agrees that, as promptly as reasonably practicable
after it becomes aware of any circumstances referred to above which would result
in additional payments under this Section 4.1, it shall notify Borrower thereof.

                  (c) Borrower hereby indemnifies Lender for the full amount of
Taxes (excluding Taxes imposed on or measured by the net income or capital of
the Lender by the jurisdiction under the laws of which it is organized or is
resident or carries on business through a permanent establishment located
therein or any political subdivisions thereof but including any

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<PAGE>

Taxes imposed by any jurisdiction on amounts payable by Borrower under this
Section 4.1) paid by Lender, as appropriate, and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto,
whether or not such Taxes were correctly or legally asserted. Each payment under
this indemnification shall be made within ten (10) days after Lender makes
written demand therefor.

         4.2 Capital Adequacy; Increased Costs; Illegality.

                  (a) If Lender shall have determined that any law, treaty,
governmental (or quasi-governmental) rule, regulation, guideline or order
regarding capital adequacy, reserve requirements or similar requirements or
compliance by Lender with any request or directive regarding capital adequacy,
reserve requirements or similar requirements (whether or not having the force of
law), in each case, adopted after the Closing Date, from any central bank or
other Governmental Authority increases or would have the effect of increasing
the amount of capital, reserves or other funds required to be maintained by
Lender and thereby reducing the rate of return on Lender's capital as a
consequence of its obligations hereunder, then Borrower shall from time to time
upon demand by the Lender pay to Lender, additional amounts sufficient to
compensate Lender for such reduction; provided, however, that Borrower shall
only be liable to so compensate Lender during the period commencing the later of
ninety (90) days prior to the date Borrower was notified by Lender of the need
for such compensation, and (y) the date the need for such compensation actually
arose, and continuing for so long thereafter as Lender requires such
compensation. A certificate as to the amount of that reduction and showing the
basis of the computation thereof submitted by Lender to Borrower shall be
presumptive evidence of the matters set forth therein.

                  (b) If, due to either (i) the introduction of or any change in
any law or regulation (or any change in the interpretation thereof) or (ii) the
compliance with any guideline or request from any central bank or other
Governmental Authority (whether or not having the force of law), in each case
adopted after the Closing Date, there shall be any increase in the cost to
Lender of agreeing to make or making, funding or maintaining the Loan, then
Borrower shall from time to time, upon demand by Lender, pay to Lender
additional amounts sufficient to compensate Lender for such increased cost;
provided, however, that Borrower shall only be liable to so compensate Lender
during the period commencing the later of ninety (90) days prior to the date
Borrower was notified by Lender of the need for such compensation, and (y) the
date the need for such compensation actually arose, and continuing for so long
thereafter as Lender requires such compensation. A certificate as to the amount
of such increased cost, submitted to Borrower by Lender, shall be presumptive
evidence of the matters set forth therein. Lender agrees that, as promptly as
practicable after it becomes aware of any circumstances referred to above which
would result in any such increased cost, Lender shall, to the extent not
inconsistent with Lender's internal policies of general application, use
reasonable commercial efforts to minimize costs and expenses incurred by it and
payable to it by Borrower pursuant to this Section 4.2.

                                    ARTICLE 5
                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

                  As an inducement to Lender to disburse the Loan, Borrower and
Guarantors hereby represent and warrant, on a solidary (joint and several)
basis, as follows, which representations and warranties shall be true as of the
Closing Date and shall remain true throughout the term of the Loan:

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<PAGE>

         5.1 Borrower's Existence. Borrower is a corporation duly incorporated
under the laws of the Province of Nova Scotia. Borrower is duly organized,
validly existing and in good standing under the laws of the Province of Nova
Scotia and the federal laws of Canada applicable therein, and is in good
standing and is authorized to do business in each province, state or other
jurisdiction where it carries on business including, without limitation, the
Province of Quebec. The Loan Documents have each been duly authorized, executed
and delivered by Borrower and each constitutes the duly authorized, valid and
legally binding obligation of Borrower enforceable against Borrower in
accordance with their respective terms, except to the extent that enforcement
may be limited by applicable bankruptcy, insolvency, reorganization or other
similar laws affecting creditor's rights generally and by equity principals
(regardless of whether enforcement is sought in equity or law).

         5.2 Borrower's Structure and Ownership. Exhibit B is a true and correct
structure chart depicting the ownership (direct and indirect) of Borrower and
Guarantors. Each of the Persons identified on Exhibit B own, or will own after
consummation of the transactions described in the Funding and Pay-Off Agreement,
their respective shares and other interests in Borrower and Guarantors (other
than Adsero) (direct and indirect) free and clear of all Liens (save and except
for a Lock-Up Agreement dated January 2, 2005, between 9144-6773 Quebec Inc.,
9144-6906 Quebec Inc., TAC, Adsero, YAC and Callco, and other restrictions which
may be imposed by applicable securities regulatory authorities), claims and
encumbrances. As of the Closing Date, neither Borrower nor any of the Guarantors
have any subsidiaries, are engaged in any joint venture or partnership with any
other Person, and other than as set for in Exhibit C are an Affiliate of any
other Person. There are no outstanding rights to purchase, options, warrants or
similar rights or agreements pursuant to which Borrower or Guarantors may be
required to issue, sell, repurchase or redeem any shares of Borrower or
Guarantors.

         5.3 Organizational Documents. A true and complete copy of the
certificate of incorporation, articles and by-laws of Borrower and each of the
Guarantors (collectively, the "ORGANIZATIONAL AGREEMENTS") have been furnished
to Lender. No breach exists under the Organizational Agreements and no condition
exists which, with the giving of notice or the passage of time, would constitute
a breach under the Organizational Agreements.

         5.4 Other Agreements. Borrower is not in default under any contract,
agreement or commitment to which it is a party including, without limitation,
under any of the Senior Loan Documents and, specifically, the financial ratio
covenants set forth therein. The execution, delivery and compliance with the
terms and provisions of this Agreement and the Loan Documents will not (a)
violate any provisions of law or any applicable regulation, order or other
decree of any Governmental Authority, or (b) conflict or be inconsistent with,
or result in any default under, any contract, agreement or commitment to which
Borrower is bound. Borrower has delivered to Lender copies of any material
agreements to which it is a party. There are no outstanding options to purchase,
rights of first offer or refusal or other rights to acquire ownership of all or
any portion of the Collateral.

         5.5 Borrower's Taxes. All federal, provincial and other material tax
returns, reports and statements, including information returns, required by any
Governmental Authority to be filed by Borrower has been filed with the
appropriate Governmental Authority, and all Charges have been paid prior to the
date on which any fine, penalty, interest or late charge may be added thereto
for nonpayment thereof. Proper and accurate amounts have been withheld by
Borrower from its respective employees for all periods in full and complete
compliance with all applicable federal, provincial, local and foreign laws and
such withholdings have been timely paid to the respective Governmental
Authorities. Exhibit C sets forth as of the Closing Date (i)

                                        9
<PAGE>

those taxation years that have not yet been assessed by the Canada Revenue
Agency or the applicable provincial, local or foreign Governmental Authorities,
(ii) the taxation years that are currently being audited by the Canada Revenue
Agency or any other applicable Governmental Authority and (iii) any assessments
or threatened assessments in connection with such audit, or otherwise currently
outstanding and (iv) the most recent taxation year that an audit by Canada
Revenue Agency or the applicable provincial, local or foreign Governmental
Authorities has been completed. Except as described in Exhibit C, as of the
Closing Date, Borrower has not executed or filed with the Canada Revenue Agency
or any other Governmental Authority any agreement or other document extending,
or having the effect of extending, the period for assessment or collection of
any Charges. Borrower and their respective predecessors are not liable for any
Charges: (a) under any agreement (including any tax sharing agreements) or (b)
to Borrower's and Guarantors' knowledge, as a transferee.

         5.6 Litigation. Except as set forth in Exhibit D and in Adsero's
periodic filings with the Securities and Exchange Commission including and after
Adsero's last Form 10-KSB, there is no litigation, arbitration or other
proceeding or governmental investigation pending or, to the best of Borrower's
and Guarantors' knowledge, threatened against or relating to Borrower,
Guarantors or any of their respective property, assets, or business. No such
litigation, arbitration or other proceeding or governmental investigation could
reasonably be expected to cause a Material Adverse Change.

         5.7 Senior Loan Documents. Borrower and Guarantors have furnished
Lender with a true and complete copy of all documents relating to the Senior
Loan.

         5.8 Accuracy. Neither this Agreement nor any document, financial
statement, credit information, certificate or statement furnished to Lender by
Borrower or Guarantors contains any untrue statement of a material fact or omits
to state a material fact which could reasonably be expected to affect Lender's
decision to make the Loan.

         5.9 Solvency. Neither Borrower nor any Guarantor are insolvent and
there has been no: (a) assignment made for the benefit of the creditors of any
of them; (b) appointment of a receiver for any of them or for the property of
any of them; or (c) bankruptcy, reorganization, or liquidation proceeding
instituted by or against any of them.

         5.10 Financial Condition/No Change. Borrower and Guarantors have
heretofore delivered to Lender copies of the most current audited annual
financial statements of Borrower and Guarantors. Said financial statements were
prepared on a basis consistent with that of preceding years, and all of such
financial statements present fairly the financial condition of Borrower and
Guarantors as of the dates in question and the results of operations for the
periods indicated. Since the dates of such statements, there has been no
Material Adverse Change in the business, operations, credit, prospects or
financial condition of Borrower or Guarantors. Neither Borrower nor Guarantors
have any material contingent liabilities not provided for or disclosed in said
financial statements.

         5.11 No Broker. No brokerage commission or finder's fee is owing to any
broker or finder arising out of any actions or activity of Borrower in
connection with the Loan.

         5.12 Environmental. The business carried on and the property owned or
used at any time by Borrower have at all times been carried on, owned or used in
compliance with all Environmental Laws. Borrower is not subject to any
proceedings alleging the violation of any Environmental Law, and no part of its
business or property is the subject of any proceeding to

                                       10
<PAGE>

evaluate whethe remedial action is needed as a result of the release from or
presence of any hazardous substance on any lands owned or occupied by it, and
there are no circumstances that could reasonably be expected to give rise to any
such proceedings or to any liability related to any such release or presence on
any lands used in or related to the business or property of Borrower or on any
lands on which Borrower has disposed or arranged for the disposal of any
materials arising from the business carried on by it, or regarding the violation
of any Environmental Law by Borrower or by any other person for which it is
responsible. All hazardous substances disposed of, treated or stored on lands
owned or occupied by Borrower have been disposed of, treated and stored in
compliance with all Environmental Laws. There are no proceedings and, to the
knowledge of Borrower or Guarantors, there are no circumstances or material
facts which could give rise to any proceeding in which it is or could be alleged
that any of the Borrower Parties are responsible for any domestic or foreign
clean up or remediation of lands contaminated by hazardous substances or for any
other remedial or corrective action under any Environmental Laws.

         5.13 Property and Assets. The real or immoveable property ("REAL
ESTATE") listed in Exhibit F constitutes all of the real or immoveable property
currently owned, leased, subleased, or used by Borrower and Guarantors. Borrower
and each Guarantor, as the case may be, owns good and marketable title to all of
its owned Real Estate, and has valid and marketable leasehold interests in all
of its leased Real Estate, all as described on Exhibit F, and copies of all such
leases or a summary of terms thereof reasonably satisfactory to Lender have been
delivered to Lender. Borrower and each Guarantor, as the case may be, has good
and marketable title to, or valid leasehold interests in, all of its movable and
personal property and assets. As of the date hereof, save as set forth in
Exhibit F annexed hereto, none of the properties and assets of Borrower or any
Guarantor are subject to any Liens, title defects or restrictions other than
Permitted Liens and there are no facts, circumstances or conditions known to
Borrower or any Guarantor that may result in any Liens (including Liens arising
under Environmental Laws), title defects or restrictions other than Permitted
Liens on any such properties or assets. No portion of the Real Estate has
suffered any material damage by fire or other casualty loss that has not
heretofore been repaired and restored in all material respects to its original
condition or otherwise remedied.

         5.14 Employees. As of the Closing Date: (a) no strikes or other
material labour disputes against Borrower are pending or, to Borrower's or any
Guarantor's knowledge, threatened; (b) hours worked by and payment made to
employees of Borrower comply with each federal, provincial, local or foreign law
applicable to such matters; (c) Borrower has withheld all employee withholdings
and has made all employer contributions to be withheld and made by it pursuant
to applicable law on account of the Canada and Quebec pension plans, employment
insurance and employee income taxes; (d) except as has been delivered to Lender
and is listed on Exhibit E, Borrower is not party to or bound by any collective
bargaining agreement, restricted stock, stock option, or stock appreciation plan
or agreement or any similar plan, agreement or arrangement; (e) there is no
organizing activity involving Borrower or, to Borrower's or any Guarantor's
knowledge, threatened by any labour union or group of employees; (f) there are
no certification applications or representative proceedings pending or, to
Borrower's or any Guarantor's knowledge, threatened with any labour relations
board, and no labour organization or group of employees of Borrower has made a
pending demand for certificate; and (g) there are no material complaints or
charges against Borrower pending or, to the knowledge of Borrower or any
Guarantor, threatened to be filed with any Governmental Authority or arbitrator
based on, arising out of, in connection with, or otherwise relating to the
employment or termination of employment by Borrower of any individual.

                                       11
<PAGE>

         5.15 Intellectual Property. Borrower and each Guarantor owns, or is
licensed to use, all proprietary rights provided in law to all patents,
trademarks, service marks, trade names, copyrights, industrial designs,
software, firmware, trade secrets, know-how, show-how, concepts, information and
other intellectual and industrial property (collectively, "INTELLECTUAL
PROPERTY") necessary to permit them to conduct their business, except where the
failure to do so would not result in a Material Adverse Change. To the knowledge
of Borrower or any Guarantor, neither Borrower nor any Guarantor has interfered
with or infringed upon, misappropriated or otherwise come into conflict with any
Intellectual Property rights of third parties and neither Borrower nor any
Guarantor has received any complaint, claim, demand or notice alleging any such
interference, misappropriation or violation.

         5.16 True and Complete Disclosure. The information, reports, financial
statements and documents furnished or to be furnished by or on behalf of
Borrower or any Guarantor to Lender in connection with the negotiation,
preparation, execution, delivery or performance of the Loan Documents, do not
and will not contain any untrue statement of material fact or omit to state any
material fact necessary to make the statements therein, not misleading. Neither
Borrower nor any Guarantor has any material information or knowledge of any
facts relating to it or their respective business which, if known to the Lender,
might reasonably be expected to deter Lender from entering into this Agreement
and making the Loan on the terms and conditions contemplated therein.

                                   ARTICLE 6
                              AFFIRMATIVE COVENANTS
                              ---------------------

         6.1 Conduct of Business. Borrower shall carry on and conduct its
business in a proper, efficient and businesslike manner, in accordance with good
business practice; take all reasonable action to obtain and maintain in full
force and effect all rights, privileges, franchises, permits, licenses and
governmental or regulatory approvals necessary or desirable in the conduct of
its business, the absence of which could constitute a Material Adverse Change.

         6.2 Performance of Obligations. Borrower shall promptly pay when due
all Debt and shall promptly perform all other obligations of Borrower to Lender
under the Loan Documents (collectively with the Debt, the "Obligations").

         6.3 Taxes and Other Obligations. Borrower shall pay, when due, and
before any interest, collection fees or penalties shall accrue, all taxes,
assessments, fines, impositions and other charges and obligations, which may
become a lien on or charge against the Collateral (collectively, "IMPOSITIONS");
provided, however, that Borrower shall have the right to contest, in good faith
by appropriate proceedings, the amount or validity of any such Impositions, so
long as: (a) Borrower has given prior written notice to Lender of Borrower's
intent to so contest or object to any such Impositions; (b) such contest stays
the enforcement or collection of the Impositions or any lien created; and (c)
Borrower has posted any security required therefor. Upon the request of Lender,
Borrower shall immediately furnish to Lender all notices of amounts due and
receipts evidencing payment. Borrower shall promptly notify Lender of any lien
on all or any part of the Collateral and shall promptly discharge any
unpermitted Lien or encumbrance.

         6.4 Insurance. Borrower shall keep all of its assets and property
insured and shall maintain commercial general liability coverage, and such other
coverages required by the Senior Loan Documents (including, but not limited to,
earthquake coverage and insurance against flood), by insurers, in amounts and in
the form specified in the Senior Loan Documents, copies of which have been
furnished to Lender. Copies of all insurance policies in respect of the
Collateral

                                       12
<PAGE>

have been delivered to Lender, and Borrower shall deliver to Lender any
amendments, renewals, or modifications to the insurance policies within 15 days
of any such amendments, renewals, or modifications. At the request of the Lender
at any time during the term of the Loan, Lender shall be named as an additional
insured and as a loss payee under Borrower's casualty insurance policy, subject
to the rights of the Senior Lender. In case of loss or damage by fire or other
casualty, Borrower shall give prompt written notice thereof to the insurers and
to Lender and, casualty insurance proceeds that are not applied to reduce the
Senior Loan or restore the assets in accordance with the Senior Loan Documents
shall be applied to reduce the Loan or restore the assets as determined by
Lender.

         6.5 Preservation and Maintenance of Assets. Borrower shall: (a) not
commit waste or permit impairment or deterioration of its assets; (b) not
abandon its assets; (c) keep its assets in good repair and restore or repair
promptly, in a good and workmanlike manner, all or any part of its assets to the
equivalent of its current condition; and (d) give notice in writing to Lender of
and, unless otherwise directed in writing by Lender, appear in and defend any
action or proceeding purporting to affect its assets, the security or right of
Lender granted by the Loan Documents or the rights or powers of Lender. Borrower
shall not remove, demolish or alter its assets, except to the extent that such
action could not reasonably be expected to cause a Material Adverse Change.

         6.6 Inspection. Borrower will furnish the Lender all information,
documents and records and allow any enquiry, study, audit or inspection that the
Lender may reasonably request in connection with the business, financial
condition, property, assets or prospects of any of the Borrower Parties, or to
verify compliance with the obligations of any of the Borrower Parties under any
Loan Document.

         6.7 Books and Records. Borrower shall keep and maintain at all times at
its address stated below, or such other place as Lender may approve in writing,
complete and accurate books of accounts and records adequate to reflect the
results of its operations and business and to provide the financial statements
required to be provided to Lender pursuant to Section 6.8 below and upon request
copies of all written contracts, correspondence, reports of Senior Lender's
independent consultant and other documents affecting its assets. Lender and its
designated agents shall have the right to inspect and copy any of the foregoing.

         6.8 Financial Statements; Balance Sheets.

         6.8.1 Annual Reports. Borrower and Guarantors will deliver to the
Lender the following, as soon as available and, in any event, no later than the
earlier of (i) the delivery of the following to Senior Lender or (ii) the date
that is 5 days after the filing of the following (or date required for filing)
by Adsero:

                  (a) audited annual financial statements of Adsero, on a
consolidated basis (if applicable), audited by a major U.S. accounting firm
acceptable to the Lender; and

                  (b) such other financial statements, reports and projections
as are delivered to Senior Lender on an annual basis (no later than the delivery
thereof to Senior Lender).

         6.8.2 Quarterly Reports. (a) Borrower and Adsero will deliver to the
Lender, as soon as possible and, in any event no later than the periodic filings
made (or required of) by Adsero (excluding for the fourth quarter), the
unaudited financial statements of Borrower and

                                       13
<PAGE>

Adsero for the relevant fiscal quarter, on a consolidated basis (if applicable),
together with a comparison to budget and to the corresponding quarter of the
previous fiscal year and (b) such other financial statements, reports and
projections as are delivered to Senior Lender on an annual basis (no later than
the delivery thereof to Senior Lender).

         6.8.3 Monthly and Annual Operating Statements. Borrower and Adsero will
deliver to the Lender, as soon as possible and, in any event within ten (10)
Business Days after the end of each month, a monthly financial statement package
containing the same information and statements as required under the Senior Loan
Documents, including a report as to the Borrower's compliance with all of its
financial ratio covenants pursuant to the Senior Loan.

                  Lender agrees to maintain all of the above information as
confidential and not to trade shares of Adsero upon acquiring such information
in accordance with U.S. Federal Disclosure regulations.

         6.8.4 Periodic Reporting. Borrower and Guarantors will promptly deliver
to the Lender any auditor letter highlighting issues or deficiencies that, if
not addressed or corrected, could result in a Material Adverse Change. Borrower
and Guarantors will also furnish the Lender all securities filings by Adsero
within 5 Business Days of the filing thereof with the Securities and Exchange
Commission, and all other information, documents and records and allow any
enquiry, study, audit or inspection that the Lender may, with a three (3) day
prior written notice, reasonably request in connection with the business,
financial condition, property, assets or prospects of any of the Borrower
Parties, or to verify compliance with the obligations of any of the Borrower
Parties under any Loan Document.

         6.8.5 Late Penalty. If Borrower shall be in default of any of its
obligations to deliver any report, statement, or other delivery in this Section
6.8 within 15 days of the required delivery date, Borrower shall pay Lender a
penalty of CDN$100 per day, together with Interest thereon at the Interest Rate,
for each day that the required deliveries remain outstanding.

         6.9 Use of Proceeds. The proceeds of the Loan shall be used by the
Borrower Parties as set forth in the Funding and Pay-Off Agreement. The Borrower
Parties hereby acknowledge and accept the directions and flow of funds set forth
in the Funding and Pay-Off Agreement.

         6.10 Notice of Litigation, Default or Equity Contribution. Borrower
shall promptly provide Lender with:

                  (a) written notice of any litigation, arbitration, or other
proceeding or governmental investigation pending or, to Borrower's or
Guarantors' knowledge, threatened against or relating to Borrower or Guarantors
where the amount in question exceeds CDN$25,000;

                  (b) a copy of all notices of default and violations of laws,
regulations, codes, ordinances and the like received by Borrower or Guarantors;

                  (c) written notice of any default under the Senior Loan
Documents within (i) 2 Business Days of Borrower's receipt of such written
notice of default from the Senior Lender if such default (if uncured or
unwaived, and assuming all notice requirements were satisfied) would entitle
Senior Lender to accelerate obligations under the Senior Loan of at least

                                       14
<PAGE>

$500,000 or (ii) in all other cases, within 5 Business Days of Borrower's
receipt of such written notice from the Senior Lender, in each case, together
with a copy of such notice; and

                  (d) prior written notice of any capital or other equity
contributions to Borrower.

         6.11 Affiliate Transactions. Borrower shall not enter into any
agreement with an Affiliate of Borrower unless such agreement is on market terms
and conditions, Borrower shall deliver to Lender a copy of all such agreements.
Such agreements shall provide Lender the right to terminate same upon exercise
of Lender's (or its designee's) security or rights under any of the Loan
Documents.

         6.12 Senior Loan. Borrower shall fully and timely comply with all of
the terms and provisions in the Senior Loan Documents.

         6.13 Notices under Senior Loan. Borrower shall promptly, and in no case
later than 5 Business Days following receipt thereof, send to Lender copies of
all notices and correspondence whatsoever received by Borrower under the Senior
Loan Documents.

                                    ARTICLE 7
                               NEGATIVE COVENANTS
                               ------------------

         7.1 Major Decisions. Borrower shall not, without first obtaining
Lender's written consent, take any action in furtherance of a Major Decision. As
used herein, a "MAJOR DECISION" shall mean any of the following:

                  (a) the voluntary Dissolution and winding up of Borrower;

                  (b) (i) instituting, prosecuting, defending or settling any
material (i.e., CDN$50,000 or more) legal, arbitration, or administrative
actions or proceedings on behalf of Borrower or (ii) taking any action in order
to enforce Borrower remedies as borrower under the Senior Loan (including,
without limitation, delivering any material notice to Senior Lender, filing any
pleading, motion or brief in defense of any enforcement or foreclosure
proceeding brought under the Senior Loan, settling, compromising, reinstating or
restructuring the Senior Loan or entering into any binding agreement therefor or
exercising any rights or remedies, or amending or otherwise modifying the Senior
Loan or any of the Senior Loan Documents);

                  (c) Subject to Section 7.6, replacing, renewing, extending,
substituting, adding to, supplementing, amending in any respect, modifying in
any respect, increasing, restructuring or refinancing the Senior Loan and all of
the terms and conditions thereof, provided that the written consent of the
Lender shall not be required if the Lender shall be fully repaid all amounts
owing to it under the Loan Documents pursuant to such replacement, renewal,
extension, substitution, addition, supplement, amendment, modification,
increase, restructuring or refinancing;

                  (d) admitting or permitting or causing Borrower to admit new
or substitute shareholders or causing Borrower to redeem or repurchase any
shares of its capital stock;

                  (e) causing or consenting to the taking of any Bankruptcy
Action in respect of Borrower;

                                       15
<PAGE>

                  (f) taking or permitting or causing Borrower to take any
action which would cause Borrower to become an entity other than an unlimited
liability company under the laws of the Province of Nova Scotia;

                  (g) taking or permitting or causing Borrower to take any
action that would constitute a default under the Senior Loan Documents;

                  (h) modifying or amending any Organizational Agreement;

                  (i) executing any document that permits a confession of
judgment against Borrower or granting or permitting a confession of judgment
against Borrower in any lawsuit or proceeding or settling any lawsuit or
proceeding which settlement requires a payment by Borrower in excess of
CDN$50,000 or requires an admission of liability on the part of Borrower.

                  (j) Borrower may request Lender's consent concerning any of
the items listed above in this Section 7.1 by written notice to Lender
describing in reasonable detail the item concerning which such consent is
requested. Lender shall utilize its best efforts to respond to such request
within 10 Business Days following the date of its receipt of Borrower's request
for such consent.

         7.2 No Transfers. Notwithstanding any provision of this Agreement to
the contrary, there shall be no Transfer permitted, without the prior written
consent of the Lender, not to be unreasonably withheld. The Lender may, without
limitation, withhold its consent if, as a result of such Transfer, (i) the
Security provided to the Lender or the perfection or the ranking thereof is
affected, (ii) there could be adverse consequence to the Lender as a result of
such Transfer, including, without limitation, the imposition of any tax
liability upon the Lender, (iii) the Lender shall not have received such legal
opinions and such other documents from Borrower's counsel as it reasonably
requires in connection with such Transfer including as to the matters set forth
in clauses (i) and (ii) of this Section 7.2, or (iv) such Transfer would result
in a default under any security agreement and/or pledge agreement constituting a
Loan Document or an Event of Default is then continuing thereunder or would be
created thereby. In connection with clause (iv) of this Section 7.2 the terms of
the security agreement and/or pledge agreement shall govern any inconsistencies
with this Loan Agreement.

         7.3 No Additional Liens, Encumbrances or Debt. Borrower and Guarantors
covenant not to grant or permit the filing of any lien or encumbrance on any of
their assets or properties or the shares of Borrower, other than those created
by the Senior Loan Documents and the Loan Documents, and Borrower and Guarantors
covenant not to encumber or pledge, and not to grant or permit the making of any
Lien or encumbrance on any of their assets or properties or the Collateral;
provided, however, that Borrower may, by appropriate proceedings, contest the
validity or amount of any asserted lien and, pending such contest, Borrower
shall not be deemed to be in default hereunder if (a) Borrower has given prior
written notice to Lender of Borrower's intent to so contest, (b) such contest
stays the enforcement of the contested lien, and (c) Borrower has posted
security therefor in a manner acceptable to Lender. Borrower and Guarantors will
not provide material financial assistance (whether by way of loan, guarantee,
contingent obligation or otherwise) to any Person.

         7.4 No Additional Debt. Except as expressly permitted under this
Agreement, Borrower shall not, without Lender's prior written consent which may
be withheld in its entire and unfettered discretion, incur additional
indebtedness at any one time outstanding, except for

                                       16
<PAGE>

trade payables incurred in the ordinary course of business that are outstanding
for not more than 60 days and except debt which is entirely subordinated to the
Loan pursuant to an agreement satisfactory to the Lender, in its sole
discretion.

         7.5 Sales of Property. Neither Borrower nor Guarantors shall, without
the prior written consent of Lender, sell, assign, transfer, or remove any
property owned by Borrower or any Guarantor now or at any time located at or
used in connection with the business of Borrower or such Guarantor, except
inventory sold in the ordinary course of business; provided, however, that so
long as no Event of Default exists, Borrower may sell or otherwise dispose of
the certain tangible personal property when obsolete, worn out, inadequate,
unserviceable or unnecessary for use in the operation of the business, but, for
personal property valued in excess of $50,000, only upon replacing the same with
other property at least equal in value and utility to the disposed property.

         7.6 Refinancing. The Senior Loan shall not be repaid (in whole or in
part), refinanced or otherwise satisfied (in whole or in part) by or on behalf
of Borrower prior to the Maturity Date without the consent of Lender, which
consent shall not be unreasonably withheld (provided that, without limiting the
generality of the foregoing, the Lender may reasonably withhold its consent if,
in its sole discretion,(a) the refinancing of the Senior Loan would be on terms
and conditions which would be disadvantageous to the Lender as compared to the
terms and conditions of the Senior Loan, (b) the value of the Security would be
adversely affected or (c) a satisfactory intercreditor agreement between the
Lender and any new lender is not entered into). Notwithstanding the foregoing,
Borrower shall be permitted to repay the Senior Loan in full provided that the
Senior Lender grants a full and final discharge of all security against the
Collateral.

         7.7 Bonuses. From and after the time of a default or an event of
default under any of the Senior Loan Documents or the Loan Documents until the
time such default has been cured to the satisfaction of the Lender or waived in
writing by the Lender, none of the Borrower Parties shall pay to Alain Leveille
and Alain Lachambre any bonus to which they are entitled pursuant to any
employment agreement to which either of them is a party with any of the Borrower
Parties including, without limitation, the Employment Agreement dated January 2,
2005 by and among the Borrower, Yvon Leveille and Adsero and the Employment
Agreement dated January 2, 2005 by and among the Borrower, Alain Lachambre and
Adsero, as such agreements may be modified, amended or supplemented from time to
time. Such bonus shall accrue until payment in full has occurred.

                                    ARTICLE 8
                     EVENTS OF DEFAULT; ACCELERATION OF DEBT

         8.1 Events of Default. The occurrence of any one or more of the
following events shall constitute an "EVENT OF DEFAULT" under this Agreement:

                  (a) Failure of Borrower to pay, within 5 Business Days of the
due date, any of the Debt, including any payment due under this Agreement or the
Loan Documents; or

                  (b) failure of Borrower and Guarantors, as applicable,
strictly to comply with Sections 6.4 (insurance), 6.6 (inspection), 7.2
(restrictions on transfers), 7.3 (no additional liens), 7.6 (refinancing) or 7.7
(bonuses) of this Agreement; or

                                       17
<PAGE>

                  (c) (i) breach of any covenant contained in this Agreement
other than as set forth in Sections 8.1(a) and (b) above which is not cured
within 30 days after notice or (ii) any representation or warranty contained in
this Agreement or any other Loan Document by Borrower and Guarantors was false
in any material respect as of the date made; provided, however, that if the
actions referenced in clauses (i) or (ii) above cannot by its nature be cured
within 30 days, and Borrower diligently pursues the curing thereof (and then in
all events cures such failure within 60 days after the original notice thereof),
Borrower shall not be in default hereunder; or

                  (d) any involuntary case or proceeding (including the filing
of any notice of intention in respect thereof) is commenced against Borrower or
Guarantors under any Insolvency Law, any incorporation law or other applicable
law in any jurisdiction in respect of the: (a) bankruptcy, liquidation,
winding-up, dissolution or suspension of general operations; (b) composition,
rescheduling, reorganization, arrangement or readjustment of, or other relief
from, or stay of proceedings to enforce, some or all of the debts or
obligations; (c) appointment of a trustee, interim receiver, receiver, receiver
and manager, liquidator, administrator, custodian, sequestrator, agent or other
similar official for Borrower, or for all or a substantial part of the assets of
Borrower or Guarantors; (d) possession, foreclosure, seizure or retention, sale
or other disposition of, or other proceedings to enforce security over, all or
any substantial part of the assets, of such Borrower or Guarantors; and such
case or proceeding shall remain undismissed or unstayed for 30 days or more or
such court shall enter a decree or order granting the relief sought in such case
or proceeding; or

                  (e) any Borrower or Guarantors (i) commences on a voluntary
basis, or fails to contest in a timely and appropriate manner or consents to the
institution of any proceeding referred to in Section 8.1(d) above or to the
filing of any such petition or to the appointment of or taking possession by a
custodian, receiver, interim receiver, receiver and manager liquidator,
assignee, trustee or sequestrator (or similar official) of such Borrower or
Guarantors or of all or any substantial part of such Borrower's or Guarantors'
assets, or (ii) take any corporate (or analogous) action in furtherance of any
of the foregoing or of any of the proceedings referred to in Section 8.1(d), or
(iii) admits in writing its inability to, or is generally unable to, pay its
debts as such debts become due or is otherwise insolvent; or

                  (f) a final judgment or judgments for the payment of money in
excess of CDN$50,000 in the aggregate at any time is entered or rendered against
Borrower (which judgments are not covered by insurance policies as to which
liability has been accepted by the insurance carrier), and the same are not,
within thirty (30) days after the entry thereof, discharged or execution thereof
stayed or bonded pending appeal, or such judgments are not discharged prior to
the expiration of any such stay; or

                  (g) any material provision of any Loan Document for any reason
ceases to be valid, binding and enforceable in accordance with its terms (or
Borrower or Guarantors shall challenge the enforceability of any Loan Document
or shall assert in writing, or engage in any action or inaction based on any
such assertion, that any provision of any of the Loan Documents has ceased to be
or otherwise is not valid, binding and enforceable in accordance with its
terms), or any security created under any Loan Document ceases to be a valid and
perfected security interest; or (h) any Transfer (except as permitted hereunder
and under the other Loan Documents) or Change in Control occurs; or

                  (h) any Transfer (except as permitted hereunder and under the
other Loan Documents) or Change in Control occurs; or

                  (i) should any of the transactions described and set forth in
the Funding and Pay-Off Agreement not be consummated in the manner contemplated
therein; or

                                       18
<PAGE>

                  (j) the occurrence of a default and the expiration of any cure
period applicable thereto under any other Loan Document; or

                  (k) if YAC, Callco, TAC or TOLG engages at any time in any
commercial enterprise or activity or engages in any transactions other than
owning, directly or indirectly the Borrower, or if any of them causes, suffers
or permits Liens on any of its assets; or

                  (l) Borrower shall fail to pay any indebtedness (other than
the Debt and Senior Loan) within 30 days of the due date of such indebtedness;
provided, however, that if any demand for payment or action in respect of the
non-payment has been made, Borrower shall be immediately in default hereunder
unless the failure to pay is cured to the satisfaction of the relevant creditor;
or

                  (m) any statement, report or certificate made or delivered to
Lender by Borrower or Guarantors is not materially true and complete as of the
date thereof;

                  (n) the occurrence of a default under the Senior Loan
Documents; or

                  (o) any prepayment of principal or interest, whether or not
optional, as a result of a demand or acceleration, or otherwise, under that
certain Convertible Promissory Note dated January 7, 2005, by Adsero in favor of
Westminster Capital, Inc. in the principal amount of $1,000,000 (as amended,
restated, supplemented or substituted from time to time).

         8.2 Acceleration; Remedies. Upon the occurrence of an Event of Default
which is continuing, at the option of Lender, the Debt shall become immediately
due and payable without notice to Borrower and Lender shall be entitled to all
of the rights and remedies provided in the Loan Documents or at law or in
equity. Each remedy provided in the Loan Documents is distinct and cumulative to
all other rights or remedies under the Loan Documents or afforded by law or
equity, and may be exercised concurrently, independently, or successively, in
any order whatsoever.

                                    ARTICLE 9
                                  MISCELLANEOUS
                                  -------------

         9.1 Borrower and Lien Not Released. Without affecting the liability of
Borrower, Guarantors or any other Person liable for the payment of the Debt, and
without affecting Lender's rights under this Agreement, Lender may, from time to
time: (a) release any person so liable; (b) waive or modify any provision of
this Agreement or the other Loan Documents or grant other indulgences; (c)
release all or any part of the Collateral; (d) take additional security for any
obligation herein mentioned; or (e) subordinate its rights under any of the Loan
Documents.

         9.2 Lender's Consultation Rights. Subject to the second paragraph of
Section 6.8.3, Lender shall have the right from time to time (a) to consult with
Borrower and/or Adsero regarding its business and operations, and the financial
and other condition of Borrower and/or Adsero with the officers, employees,
directors and managers of Borrower and/or Adsero, (b) to discuss with Borrower
and/or Adsero any significant business issues, and (c) to request from Borrower
and/or Adsero such forecasts, projections and other financial and business data
as Lender may deem reasonably appropriate.

                                       19
<PAGE>

         9.3 Expenses. Borrower shall pay all reasonable Expenses incurred by
Lender in connection with the documentation, modification, workout, collection
or enforcement of the Loan or any of the Loan Documents (as applicable) and all
such Expenses shall be included as additional Debt bearing interest at the
default rate set forth in this Agreement until paid. For the purposes hereof
"EXPENSES" means all reasonable costs and expenses which may be paid or incurred
by or on behalf of Lender including payments to remove or protect against liens,
attorneys' fees (including fees of Lender's inside counsel), receivers' fees,
appraisers' fees, engineers' fees, accountants' fees, independent consultants'
fees (including environmental consultants), all costs and expenses incurred in
connection with any of the foregoing, Lender's out-of-pocket costs and expenses
related to any audit or inspection of the Borrower, outlays for documentary and
expert evidence, stenographers' charges, stamp taxes, publication costs, title
searches and examination, title insurance policies, and similar data and
assurances with respect to title as Lender may deem reasonably necessary either
to prosecute any action or to evidence to bidders at any sale, the true
condition of the title to, or the value of, the Collateral.

         9.4 Disclosure of Information. Lender shall have the right (but shall
be under no obligation) to make available to any party for the purpose of
granting participations in or selling, transferring, assigning, syndicating or
conveying all or any part of the Loan (including any governmental agency or
authority and any prospective bidder at any sale of the Collateral) any and all
information which Lender may have with respect to the Collateral, the Borrower
and the Guarantors, whether provided by Borrower or Guarantors or any third
party. Borrower and Guarantors agree that Lender shall have no liability
whatsoever as a result of delivering any such information to any third party,
and Borrower and Guarantors, on behalf of themselves and their successors and
assigns, hereby release and discharge Lender from any and all liability, claims,
damages, or causes of action, arising out of, connected with or incidental to
the delivery of any such information to any third party.

         9.5 Sale of Loan. Lender, at any time and without the consent of
Borrower or Guarantors, may grant participations in or sell, transfer, assign
and convey all or any portion of its right, title and interest in and to the
Loan, this Agreement and the other Loan Documents, any guaranties given in
connection with the Loan and any collateral given to secure the Loan.

         9.6 Indemnity. Borrower and Guarantors shall indemnify, protect, hold
harmless and defend Lender, its successors, assigns, members, directors,
officers, employees, and agents from and against any and all loss, damage, cost,
expense (including attorneys' fees), and claims arising out of or in connection
with (a) the Collateral, (b) any act or omission of Borrower, Guarantors, or
their respective employees or agents, whether actual or alleged, and (c) any and
all brokers' commissions or other costs of similar type by any party in
connection with the Loan, in each case except to the extent arising from the
indemnitee's gross negligence or wilful misconduct. Upon written request by an
indemnitee, Borrower and Guarantors will undertake, at its own costs and
expense, on behalf of such indemnitee, using counsel satisfactory to the
indemnitee, the defense of any legal action or proceeding whether or not such
indemnitee shall be a party and for which such indemnitee is entitled to be
indemnified pursuant to this section; provided, however, that if Borrower and
Guarantors fail to undertake such defense, Lender may undertake such defense
with counsel of Lender's choosing and at Borrower's sole cost and expense.

         9.7 Document Protocols. This Agreement and all of the other Loan
Documents shall be subject to the Document Protocols attached hereto as Schedule
I.

                                       20
<PAGE>

         9.8 Language. The parties hereto have expressly required that this
Agreement and all documents and notices relating hereto be drafted in English.
Les parties aux presentes ont expressement exige que la presente convention et
tous les documents et avis qui y sont afferents soient rediges en anglais.



                  [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]



                                       21
<PAGE>

         The parties hereto have executed this Agreement or have caused the same
to be executed by their duly authorized representatives as of the date first
above written.


                                        TECKN-O-LASER COMPANY /
                                        COMPAGNIE TECKN-O-LASER


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



                                        GUARANTORS

                                        ADSERO CORP.

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



                                        YAC CORP.

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



                                        3091732 NOVA SCOTIA COMPANY

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



                                        3091503 NOVA SCOTIA COMPANY

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

                                       22
<PAGE>

                                        COMPAGNIE TECKN-O-LASER GLOBAL
                                        / TECKN-O-LASER GLOBAL COMPANY


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


                                        By: /s/ Alain Lachambre
                                            -------------------
                                            Name:  Alain Lachambre
                                            Title: Vice-President and Treasurer



                                        TECKNOLASER USA INC.


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


                                        By: /s/ Alain Lachambre
                                            -------------------
                                            Name:  Alain Lachambre
                                            Title: Vice-President and Treasurer



                                        LENDER

                                        BARRINGTON BANK
                                        INTERNATIONAL LIMITED


                                        By: /s/ Michael Morris
                                            ------------------
                                            Name:  Michael Morris
                                            Title: President

                                       23
<PAGE>
                                   SCHEDULE I

                               DOCUMENT PROTOCOLS

         1. Certain Definitions. For the purposes of this Schedule I and the
Document Protocols contained herein, all capitalized terms used but not
otherwise defined herein shall have the meanings provided therefor in this
Agreement or, if the context requires, in the agreement which incorporates this
Schedule I by reference.

         2. Document Protocols. With respect to any instrument that states in
substance that it is governed by the "Document Protocols," the following shall
apply:

         (a) General Rules of Usage. These Document Protocols shall apply to
such instrument as from time to time amended, modified, replaced, restated,
extended or supplemented, including by waiver or consent, and to all attachments
thereto and all other documents or instruments incorporated therein. When used
in any instrument governed by these Document Protocols: (i) references to a
Person are, unless the context otherwise requires, also to its heirs, executors,
legal representatives, successors and assigns, as applicable; "hereof,"
"herein," "hereunder" and comparable terms refer to the entire instrument in
which such terms are used and not to any particular article, section or other
subdivision thereof or attachment thereto; references to any gender include,
unless the context otherwise requires, references to all genders, and references
to the singular include, unless the context otherwise requires, references to
the plural, and vice versa; (ii) "shall" and "will" have equal force and effect;
(iii) references in an instrument to "Article," "Section," "Paragraph" or
another subdivision or to an attachment are, unless the context otherwise
requires, to an article, section, paragraph or subdivision of or an attachment
to such instrument; (iv) all accounting terms not otherwise defined therein have
the meanings assigned to them in accordance with Canadian GAAP; and (v)
"include," "includes" and "including" shall be deemed to be followed by "without
limitation" whether or not they are in fact followed by such words or words of
like import.

         (b) Full Recourse. Borrower's and Guarantors' liability under the Loan
Documents shall be solidary and unlimited.

         (c) Notices, Etc. All notices, consents, approvals, statements,
requests, reports, demands, instruments or other communications to be made,
given or furnished pursuant to, under or by virtue of such instrument (each, a
"notice") shall be in writing and shall be deemed given or furnished if
addressed to the party intended to receive the same at the address of such party
as set forth below (i) upon receipt when personally delivered or received by
facsimile transmission at such address, or (ii) 1 Business Day after the date of
delivery of such notice to a nationwide, reputable overnight commercial courier
service:

Lender:           Barrington Bank International Limited
                  Cumberland House
                  P.O. Box N3026
                  2nd Floor
                  Nassau, Bahamas

                  Attention: Mr. Michael Morris
                  Fax: (242) 322-3537 and
                       (416) 352-6015

                                       I-1
<PAGE>

with a copy by the same means sent simultaneously to:

                  Davies Ward Phillips & Vineberg LLP
                  1501 McGill College Avenue
                  Suite 2600
                  Montreal, Quebec  H3A 3N9

                  Attention:  Philippe Johnson
                  Fax:  514-841-6499

Borrower:         Teckn-O-Laser Company
                  2101-N, Nobel Street
                  Ste-Julie (Quebec)  J3E 1Z8

                  Attention: Yvon Leveille
                  Fax:  450-922-0707

with copy by the same means sent simultaneously to:

                  Belanger Sauve s.e.n.c
                  1, Place Ville-Marie
                  Suite 1700
                  Montreal (Quebec)  H3B 2C1

                  Attention: Claude Picard
                  Fax:  514-878-3053

Guarantors:       Teckn-O-Laser Global Company
                  2101-N, Nobel Street
                  Ste-Julie (Quebec)  J3E 1Z8

                  Attention: Yvon Leveille
                  Fax:  450-922-0707

                  with copy by the same means sent simultaneously to:

                  Belanger Sauve s.e.n.c
                  1, Place Ville-Marie
                  Suite 1700
                  Montreal (Quebec)  H3B 2C1

                  Attention: Claude Picard
                  Fax:  514-878-3053

                                       I-2
<PAGE>

TOL USA:          Tecknolaser USA Inc.
                  4380 Swinnea Road
                  Building B, Suite 112
                  Memphis, Tennessee
                  38118

                  Attention: Yvon Leveille
                  Fax:  450-922-0707

with copy by the same means sent simultaneously to:

                  Belanger Sauve s.e.n.c
                  1, Place Ville-Marie
                  Suite 1700
                  Montreal (Quebec)  H3B 2C1

                  Attention: Claude Picard
                  Fax:  514-878-3053

Callco:           3091732 Nova Scotia Company
                  11 Tanager Ave.
                  Suite 100
                  Toronto, Ontario
                  M4G 3P9

                  Attention: William Smith
                  Fax:  416-467-7173

TAC:              3091503 Nova Scotia Company
                  11 Tanager Ave.
                  Suite 100
                  Toronto, Ontario
                  M4G 3P9

                  Attention: William Smith
                  Fax:  416-467-7173

Adsero:           Adsero Corp
                  11 Tanager Ave.
                  Suite 100
                  Toronto, Ontario
                  M4G 3P9

                  Attention: William Smith
                  Fax:  416-467-7173

                                       I-3
<PAGE>

YAC:              YAC Corp.
                  11 Tanager Ave.
                  Suite 100
                  Toronto, Ontario
                  M4G 3P9

                  Attention: William Smith
                  Fax:  416-467-7173

         Any party may change the address to which any notice is to be delivered
to any other address within Canada or the United States of America by furnishing
written notice of such change at least 15 days prior to the effective date of
such change to the other parties in the manner set forth above, but no such
notice of change shall be effective unless and until received by such other
parties.

         (d) Severability. Whenever possible, each provision of such instrument
shall be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of such instrument shall be prohibited by
or invalid or unenforceable under the applicable law of any jurisdiction with
respect to any Person or circumstance, such provision shall be ineffective to
the extent of such prohibition, invalidity or unenforceability, without
invalidating the remaining provisions of such instrument or affecting the
validity or enforceability of such provisions in any other jurisdiction or with
respect to other Persons or circumstances. To the extent permitted by applicable
law, the parties to such instrument thereby waive any provision of law that
renders any provision thereof prohibited, invalid or unenforceable in any
respect.

         (e) Remedies Not Exclusive. No remedy therein conferred upon or
reserved to Lender is intended to be exclusive of any other remedy or remedies
available to Lender under such instrument, at law, in equity or by statute, and
each and every such remedy shall be cumulative and in addition to every other
remedy given thereunder or now or hereafter existing at law, in equity or by
statute.

         (f) Liability. If Borrower or Guarantors (each as defined in the Loan
Documents) (each, a "BORROWER PARTY") consists of more than one Person, the
obligations and liabilities of each such Person under such instrument shall be
solidary (joint and several).

         (g) Binding Obligations. The Loan Documents and the Schedules thereto
shall be binding upon the applicable Borrower Party and the successors, assigns,
heirs and personal representatives of such Borrower Party, and shall inure to
the benefit of Lender and all subsequent holders of such agreements and their
respective officers, directors, employees, shareholders, agents, successors and
assigns. Nothing in the Loan Documents or the Schedules thereto, whether express
or implied, shall be construed to give any Person (other than the parties
thereto and their permitted successors and assigns and as expressly provided
therein) any legal or equitable right, remedy or claim under or in respect of
such instrument or any covenants, conditions or provisions contained therein.

         (h) No Oral Modifications. The Loan Documents and the Schedules
thereto, and any of the provisions thereof, cannot be altered, modified,
amended, waived, extended, changed, discharged or terminated orally or by any
act on the part of any party thereto, but only

                                       I-4
<PAGE>

by an agreement in writing signed by the party against whom enforcement of any
alteration, modification, amendment, waiver, extension, change, discharge or
termination is sought.

         (i) Entire Agreement. The Loan Documents and the Schedules thereto
(including this Schedule I), constitutes the entire agreement of the parties
thereto with respect to the subject matter thereof and supersedes all prior
written and oral agreements and understandings with respect to such subject
matter.

         (j) Waiver of Acceptance. Each Borrower Party hereby waives any
acceptance of such instrument by Lender in writing, and such instrument shall
immediately be binding upon such Borrower Party.

         (k) JURISDICTION, COURT PROCEEDINGS. EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED IN ANY OF THE LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THE LOAN DOCUMENTS AND THE OBLIGATIONS
SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF
THE PROVINCE OF QUEBEC APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT
PROVINCE AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN. EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED IN ANY OF THE LOAN DOCUMENTS, EACH BORROWER PARTY HEREBY
CONSENTS AND AGREES THAT THE COURTS OF THE PROVINCE OF QUEBEC SHALL HAVE
NON-EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN
THE BORROWER PARTIES AND LENDER PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS. NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR
OPERATE TO PRECLUDE ANY AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN
ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR
THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER. EACH BORROWER
PARTY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY
ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH BORROWER PARTY HEREBY
WAIVES ANY OBJECTION THAT SUCH CREDIT PARTY MAY HAVE BASED UPON LACK OF PERSONAL
JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE
GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH
COURT. EACH BORROWER PARTY HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS,
COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT
SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY OVERNIGHT
COURIER (RETURN RECEIPT REQUESTED) ADDRESSED TO SUCH CREDIT PARTY AT THE ADDRESS
SET FORTH IN SCHEDULE I OF THIS AGREEMENT.

         (l) Service of Process. Each party hereto hereby agrees that service of
process mailed or delivered to such party in the manner provided in this
Schedule I shall be deemed in every respect effective service of process upon
such party.

                                       I-5
<PAGE>

         (m) WAIVER OF COUNTERCLAIM. EACH BORROWER PARTY HEREBY KNOWINGLY WAIVES
THE RIGHT TO ASSERT ANY COUNTERCLAIM, OTHER THAN A COMPULSORY OR MANDATORY
COUNTERCLAIM, IN ANY ACTION OR PROCEEDING BROUGHT AGAINST IT BY LENDER OR ITS
AGENTS.

         (n) WAIVER OF JURY TRIAL. LENDER AND EACH BORROWER PARTY, TO THE FULL
EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH
AND AFTER CONSULTATION WITH COMPETENT COUNSEL, WAIVES, RELINQUISHES AND FOREVER
FORGOES HEREBY THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING,
INCLUDING, WITHOUT LIMITATION, ANY TORT ACTION, BROUGHT BY ANY OF THEM BASED
UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO OR IN CONNECTION WITH SUCH
INSTRUMENT, THE LOAN OR ANY COURSE OF CONDUCT, ACT, OMISSION, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PERSON (INCLUDING,
WITHOUT LIMITATION, SUCH PERSON'S DIRECTORS, OFFICERS, PARTNERS, MEMBERS,
EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH SUCH
PERSON), IN CONNECTION WITH THE LOAN OR SUCH INSTRUMENT, INCLUDING, WITHOUT
LIMITATION, IN ANY COUNTERCLAIM WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
THIS WAIVER BY EACH SUCH BORROWER PARTY OF ITS RIGHT TO A JURY TRIAL IS A
MATERIAL INDUCEMENT FOR LENDER TO MAKE THE LOAN.

         (o) No Waivers by Lender. No delay or omission of Lender in exercising
any right or power accruing upon any default under such instrument shall impair
any such right or power or shall be construed to be a waiver of any default
under such instrument or any acquiescence therein, nor shall any single or
partial exercise of any such right or power or any abandonment or discontinuance
of steps to enforce such right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. Acceptance of any payment
after the occurrence of a default under such instrument shall not be deemed to
waive or cure such default under such instrument; and every power and remedy
given by such instrument to Lender may be exercised from time to time as often
as may be deemed expedient by Lender. Each Borrower Party hereby waives any
right to require Lender at any time to pursue any remedy in Lender's power
whatsoever.

         (p) Waiver of Notice. No Borrower Party shall be entitled to, and
Borrower Party hereby waives its right to receive, any notices of any nature
whatsoever from Lender except with respect to matters for which such instrument
specifically and expressly provides for the giving of notice by Lender to such
Borrower Party, and except with respect to matters for which such Borrower
Party, is not, pursuant to applicable legal requirements, permitted to waive the
giving of notice.

         (q) TIME OF THE ESSENCE. TIME SHALL BE OF THE ESSENCE IN THE
PERFORMANCE OF ALL OBLIGATIONS OF EACH PARTY THEREUNDER.

         (r) GOVERNING LAW. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE
LOAN DOCUMENTS, EACH INSTRUMENT SHALL BE

                                       I-6
<PAGE>

GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF
QUEBEC.

         (s) Sole Discretion of Lender. Unless Lender's right to approve or
disapprove any matter is expressly qualified to require that Lender shall be
reasonable (or words to similar effect), the decision of Lender to approve or
disapprove such matter shall be in the sole discretion of Lender and shall be
final and conclusive.

         (t) Counterparts. Such instrument may be executed in any number of
separate counterparts, each of which, when so executed and delivered, shall be
deemed an original, but all of which, collectively and separately, shall
constitute one and the same instrument. All signatures need not be on the same
counterpart. The failure of any party thereto to execute such instrument, or any
counterpart hereof, shall not relieve the other signatories from their
obligations hereunder.

         (u) Exhibits Incorporated; Headings. The exhibits annexed to such
instrument, if any, shall be deemed to be incorporated therein as a part thereof
with the same effect as if set forth in the body thereof. The headings and
captions of the various articles, sections and paragraphs of such instrument are
for convenience of reference only and shall not be construed as modifying,
defining or limiting, in any way, the scope or intent of the provisions thereof.

         (v) No Joint Venture or Partnership. Each Borrower Party and Lender
intends that the relationship created under such instrument be solely that of
borrower and lender, or indemnitor and lender, as the case may be. Nothing
therein is intended to create a joint venture, partnership, agency or joint
tenancy relationship between any Borrower Party and Lender other than that of
lender; it being the intent of the parties hereto that Lender shall not share in
any loss whatsoever generated by the Borrower.

         (w) Remedies of Borrower and Indemnitors. If any Borrower Party shall
seek the approval or consent of Lender under such instrument, which instrument
expressly provides that Lender's approval shall not be unreasonably withheld,
and Lender shall fail or refuse to give such consent or approval, the burden of
proof as to whether or not Lender acted unreasonably shall be upon the Borrower
Party. In addition thereto, in the event that a claim or adjudication is made
that Lender has acted unreasonably or unreasonably delayed acting in any case
where by law or under such instrument it has an obligation to act reasonably or
promptly, Lender shall not be liable for any monetary damages, and a Borrower
Party's remedies shall be limited to injunctive relief or declaratory judgment.

                                       I-7
<PAGE>
                                   SCHEDULE II

                              CERTAIN DEFINED TERMS

         "Affiliate" shall mean, with respect to any specified Person, any other
Person directly or indirectly Controlling, Controlled by or under direct or
indirect common Control with such specified Person.

         "Bankruptcy Action" means, with respect to any Person, (a) the
commencement of any case, action or proceeding relating to bankruptcy,
insolvency, reorganization or relief of debtors, (b) the institution of any
proceedings by such Person to have Borrower or Guarantors adjudicated as
bankrupt or insolvent, (c) the consent by such Person to the institution of
bankruptcy or insolvency proceedings against such Person, (d) the filing by such
Person of a petition, or consent by such Person to a petition, seeking
reorganization, arrangement, adjustment, winding up, dissolution, composition,
liquidation or other relief or other action by or on behalf of such Person under
Insolvency Laws or any other existing or future law of any jurisdiction on
behalf of such Person under Insolvency Laws or any other federal or state law
relating to bankruptcy, (e) the seeking or consenting by such Person to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator,
custodian or any similar official for such Person or for all or substantially
all of such Person's assets, (f) the making by such Person of an assignment for
the benefit of the creditors of such Person or (g) the taking by such Person of
any action by such Person in furtherance of any of the foregoing.

         "Borrower Party" shall mean each of Borrower and Guarantors.

         "Business Day" shall mean any day that is not a Saturday, a Sunday or a
day on which banks are required or permitted to be closed in the City of Nassau,
Bahamas, or the City of Montreal, Quebec.

         "CDN$" or "CAD" shall mean the lawful currency of Canada.

         "Change in Control" shall mean any Transfer that has the effect of
reducing either (a) the direct or indirect legal or beneficial ownership
interests in Borrower of Adsero Corp. below that reflected on the structure
chart attached as Exhibit B (which structure chart reflects the consummation of
the transactions described in the Funding and Pay-Off Agreement), or (b) the
current ability of Adsero to Control Borrower.

         "Charges" means all Taxes assessed, levied or imposed against Borrower
or upon or relating to (a) the Collateral, (b) the employees, payroll, income or
gross receipts or capital of a Borrower, (c) any Borrower's ownership or use of
any properties or other assets, or (d) any other aspect of Borrower's business.

         "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of management or policies of a Person (whether
through ownership of securities or partnership or trust interests, by contract
or otherwise); without limiting the generality of the foregoing (i) a Person is
deemed to Control a corporation if such Person (or such Person and its
Affiliates) holds outstanding shares of the corporation carrying votes in
sufficient number to elect a majority of the board of directors of the
corporation, (ii) a Person is deemed to Control a partnership if such Person (or
such Person and its Affiliates) holds more than 50% in

                                      II-1
<PAGE>

value of the equity of the partnership, (iii) a Person is deemed to Control a
trust if such Person (or such Person and its Affiliates) holds more than 50% in
value of the beneficial interests in the trust, and (iv) a Person that controls
another Person is deemed to Control any Person controlled by that other Person;
and the terms "Controlling" and "Controlled" have the meanings correlative to
the foregoing.

         "Environmental Laws" shall mean all laws, rules and regulations, and
any orders or legally binding policies, in each case as now or hereafter in
effect, relating to the regulation or protection of human health, safety or the
environment or to emissions, discharges, releases or threatened releases of
pollutants, contaminants, chemicals or toxic or hazardous substances or wastes
into the indoor or outdoor environment, including, without limitation, ambient
air, soil, surface water, ground water, wetlands, land or subsurface strata, or
otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of pollutants, contaminants, chemicals
or toxic or hazardous substances or wastes;

         "Funding and Pay-Off Agreement" means that certain Funding and Pay-Off
Agreement entered into by Borrower, TOLG, TOL, Yvon Leveille, Alain Lachambre,
Celine Plourde, Adsero, YAC, Callco, TAC, Lender and CDP on the date hereof, a
copy of which is attached hereto as Exhibit A.

         "Governmental Authority" means the government of Canada, the United
States of America, any other nation or any political subdivision thereof,
whether provincial, state or local, and any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government.

         "Insolvency Laws" shall mean any of the U.S. Bankruptcy Code of 1978,
as amended, the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors
Arrangement Act (Canada), and the Winding-Up and Restructuring Act (Canada),
each as now and hereafter in effect, any successors to such statutes and any
other applicable insolvency or other similar law of any jurisdiction, including
any law of any jurisdiction permitting a debtor to obtain a stay or a compromise
of the claims of its creditors against it.

         "Intercreditor Agreement" means that certain Subordination and
Intercreditor Agreement entered into between Senior Lender and Lender on the
date hereof.

         "Lien" means any hypothec, security interest, mortgage, lien, right of
preference, priority, pledge, assignment by way of security or any other
agreement or encumbrance of any nature that secures the performance of an
obligation, and a Person is deemed to own subject to a Lien any property or
assets that it has acquired or holds subject to the interest of a vendor or
lessor under any conditional sale agreement, capital or synthetic lease or
similar agreement relating to such property or assets;

         "Major Contract" means any contract obligating Borrower to pay more
than CDN$50,000 per annum.

         "Major Decision" has the meaning ascribed in Section 7.1 of this Loan
Agreement.

         "Material Adverse Change" shall mean shall mean any set of
circumstances or events which (a) has or could reasonably be expected to have
any material adverse effect upon the

                                      II-2
<PAGE>

validity or enforceability of enforcement of remedies with respect to this
Agreement or any of the other Loan Documents, (b) is or could reasonably be
expected to be material and adverse to the business, properties, assets,
financial condition, or results of operations of Borrower or the Guarantors, or
(c) materially impairs or could reasonably be expected to materially impair the
ability of Borrower or the Guarantors to duly and punctually pay or perform its
obligations under the Loan Documents.

         "Permitted Liens" means:

         (i) Liens for taxes, assessments or government charges, including
charges for workers compensation and employment insurance, which are not due or
delinquent, or the validity of which is being contested in good faith, provided
the outcome of such contest would not reasonably be expected to result in a
Material Adverse Change;

         (ii) undetermined or inchoate Liens arising in the ordinary course of
and incidental current operations which have not been filed pursuant to law and
in respect of which no steps or proceedings to enforce such Lien have been
initiated and which relate to obligations which are not due or delinquent or
which, although filed, relate to obligations not overdue or to obligations being
contested in good faith with a reasonable likelihood of success;

         (iii) Liens with respect to judgments rendered or claims filed which
are being contested in good faith by proper legal proceedings, provided such
proceedings effectively postpone enforcement of any such Lien;

         (iv) Liens granted to secure the Senior Loan Documents, subject to
Sections 7.1(c) and 7.6; and

         (v) Liens granted to the Lender pursuant to the Security.

         "Person" shall mean any individual, corporation, partnership, joint
venture, estate, trust, limited liability company, unincorporated association,
any federal, provincial, state, county or municipal government or any bureau,
department or agency thereof and any fiduciary acting in such capacity on behalf
of any of the foregoing.

         "Security" means the mortgage and security interest, guarantees,
undertakings and acknowledgments provided to or for the benefit of the Lender as
security for the Borrower's obligations to the Lender under the Loan Agreement;

         "Security Documents" means any document or agreement evidencing or
relating to the Security including, without limitation, the Borrower's Hypothec;

         "Senior Lender" shall mean Banque Nationale du Canada, and its
successors and assigns under the Senior Loan Documents.

         "Senior Loan" shall mean the credit facilities entered into between the
Borrower and the Senior Lender in the aggregate amount of CDN$4,467,666 as
evidenced by and set forth in the Senior Loan Documents.

         "Senior Loan Documents" shall mean (i) the letter of offer from the
Senior Lender to the Borrower dated December 23, 2004, and (ii) all other
documents and instruments

                                      II-3
<PAGE>

referred to therein or executed and delivered in connection therewith, in each
case as modified, supplemented, amended, restated, extended, renewed or
refinanced from time to time.

         "Tax" and "Taxes" includes all present and future taxes, surtaxes,
duties, levies, imposts, rates, fees, assessments, withholdings and other
charges of any nature (including income, corporate, capital (including large
corporations), net worth, sales, consumption, use, transfer, goods and services,
value-added, stamp, registration, franchise, withholding, payroll, employment,
health, education, employment insurance, pension, excise, business, school,
property, occupation, customs, anti-dumping and countervail taxes, surtaxes,
duties, levies, imposts, rates, fees, assessments, withholdings and other
charges) imposed by any Governmental Authority, together with any fines,
interest, penalties or other additions on, to, in lieu of, for non-collection of
or in respect of those taxes, surtaxes, duties, levies, imposts, rates, fees,
assessments, withholdings and other charges.

         "Transfer" shall mean the conveyance, assignment, sale, transfer,
mortgaging, collateral assignment, encumbrance, pledging, alienation,
hypothecation, granting of a security interest in, granting of options with
respect to, or other disposition of (directly or indirectly, voluntarily or
involuntarily, by operation of law or otherwise, and whether or not for
consideration or of record) all or any portion of any legal or beneficial
interest in Borrower or the Collateral. The term "Transfer" shall include,
without limitation, the following: an instalment sales agreement wherein
Borrower or person holding an interest in Borrower agrees to sell all or any
part of the Collateral or interest in Borrower, respectively, for a price to be
paid in instalments; the dissolution or termination of Borrower; the issuance of
new stock in any corporation which is a Borrower or any Guarantor; the merger or
consolidation with any other Person of Borrower or any Guarantor.

                                      II-4
<PAGE>
                                    EXHIBIT A

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


                                 [see attached]


                                       A-1
<PAGE>
                                    EXHIBIT B

                                 STRUCTURE CHART
                                 ---------------


The following are all the shareholders of Borrower and each of the Guarantors
(other than Adsero Corporation), holding the number and type of shares set
opposite their names:


                                 [see attached]


                                       B-1
<PAGE>
                                    EXHIBIT C

                                      TAXES
                                      -----

BORROWER
(SECTION 5.5)


i)       Years not yet assessed: 2004;


ii)      None;


iii)     None;


iv)      Audit related to the Ontario Sales Taxes in 2004;


                                       C-1
<PAGE>
                                    EXHIBIT D

                                   LITIGATION
                                   ----------

None


                                       D-1
<PAGE>
                                    EXHIBIT E

                                    EMPLOYEES
                                    ---------


Further to a judgment granting a petition for certification, a collective
bargaining agreement will be negotiated within the next year. The Borrower is
bound by a profit sharing plan with its employees a copy of which is attached
herewith. No such other plan, agreement or arrangement exists within the
Borrower;


                                       E-1
<PAGE>
                                    EXHIBIT F

                               PROPERTY AND ASSETS
                               -------------------

Real Estate
(Section 5.13)

      1. Property owned: Teckn-O-Laser Global Company: 2101-E, Nobel Street,
                                                       Ste-Julie,
                                                       Quebec, J3E 1Z8;

      2. Property leased: Borrower:     1900, place Cote, suite 116,
                                        Quebec, Quebec, G1N 3Y5;

                                        401, Magnetic Drive, #41-42,
                                        Downsview, Ontario, M3J 3H9

                                        2101-E, Nobel Street, Ste-Julie,
                                        Quebec, J3E 1Z8;

      Property Leased:                  Tecknolaser USA, Inc. 4380,
                                        Swinnea Road, Building B, Suite 112,
                                        Memphis, Tennessee, 38118.

Liens

TECKN-O-LASER GLOBAL COMPANY

      1. An Immovable hypothec dated September 30, 2003, in favour of the
         Business Development Bank of Canada to guarantee a three million
         dollars (3 000 000 $) loan to Teckn-O-Laser Global Inc. Such hypothec
         was granted on two buildings as described hereunder.

         IMMEUBLE 1

                  Un immeuble connu et designe comme etant compose comme suit :

                  a) le lot numero VINGT-DEUX de la subdivision du lot
         originaire numero DEUX CENT QUATRE-VINGT-QUINZE (295-22) du cadastre de
         la Paroisse de Sainte-Julie, circonscription fonciere de VERCHERES;


                  b) le lot numero SEPT de la subdivision du lot originaire
         numero DEUX CENT QUATRE-VINGT-SEIZE (296-7), dudit cadastre.

                  Avec toutes les batisses y erigees, notamment celle portant le
         numero 2101, BOULEVARD NOBEL, SAINTE-JULIE, PROVINCE DE QUEBEC, J3E
         1Z8.

                  Tel que le tout se trouve presentement avec toutes les
         servitudes actives et passives, apparentes ou occultes attachees a
         l'immeuble, sans exception ni reserve et notamment sujet au reglement
         de zonage aerien publie sous le numero 135912.

         IMMEUBLE II

                  Un immeuble VACANT connu et designe comme etant compose comme
         suit :

                                       F-1
<PAGE>

                  a) le lot numero CENT QUATRE-VINGT-HUIT de la subdivision du
         lot originaire numero DEUX CENT QUATRE-VINGT-QUINZE (295-188), du
         cadastre de la Paroisse de Sainte-Julie, circonscription fonciere de
         VERCHERES;

                  b) le lot numero DEUX CENT SOIXANTE-DEUX de la subdivision du
         lot originaire numero DEUX CENT QUATRE-VINGT-QUATORZE (294-262), dudit
         cadastre.

                  Tel que le tout se trouve presentement avec toutes les
         servitudes actives et passives, apparentes ou occultes attachees a
         l'immeuble, sans exception ni reserve et notamment sujet au reglement
         de zonage aerien publie sous le numero 135912 et a la servitude de non
         construction creee aux termes de l'acte publie sous le numero 327599.

                  Le Debiteur hypotheque egalement les biens suivants, pour les
         fins et pour la somme (avec les interets) indiquees precedemment au
         present article :

      1. tous les loyers et revenus produits par l'immeuble, presents et a
         venir;

      2. tous les biens meubles qui sont presentement ou seront dans l'avenir
         materiellement attaches ou reunis a l'immeuble; et

      3. les indemnites payables en vertu de tout contrat d'assurance couvrant
         l'immeuble et les biens mentionnes aux paragraphes 1 et 2 qui
         precedent.

Servitude

      1. An aerial zoning servitude is granted in favour of the St-Hubert
         Airport.

      2. Teckn-O-Laser Global inc. encumbered in favour of the dominant lands
         (described hereunder), the land located at 2101, boulevard Nobel,
         Sainte-Julie, province de Quebec, J3E 1Z8 of a servitude of
         non-construction prohibiting any construction or plantation with the
         exception of what could be required by municipal by-laws.

         DESIGNATION OF THE DOMINANT LANDS

         PARCELLE 1

         Le lot numero DEUX CENT de la subdivision officielle du lot originaire
         numero DEUX CENT QUATRE-VINGT-QUATORZE (294-200), au cadastre officiel
         de la Paroisse de Sainte-Julie, circonscription fonciere de VERCHERES.

         PARCELLE 2

         Le lot numero DEUX CENT UN de la subdivision officielle du lot
         originaire numero DEUX CENT QUATRE-VINGT-QUATORZE (294-201), audit
         cadastre.

                                       F-2
<PAGE>

         PARCELLE 3

         Le lot numero DEUX CENT CINQUANTE-TROIS de la subdivision officielle du
         lot originaire numero DEUX CENT QUATRE-VINGT-QUATORZE (294-253), audit
         cadastre;

         PARCELLE 4

         Le lot numero DEUX CENT CINQUANTE-QUATRE de la subdivision officielle
         du lot originaire numero DEUX CENT QUATRE-VINGT-QUATORZE (294-254),
         audit cadastre;

         PARCELLE 5

         De forme triangulaire, une PARTIE du lot QUATRE de la subdivision
         officielle du lot originaire DEUX CENT QUATRE-VINGT-QUATORZE (294-4
         PTIE), audit cadastre, bornee vers le Nord-Est par une partie du lot
         294-253, sur une distance de 38,530 metres, vers le Sud-Est par une
         partie du lot 294-254, sur une distance de 10,600 metres, vers le
         Sud-Ouest par une partie du lot 295-1, sur une distance de 37,300
         metres, ayant une superficie totale de 197,7 metres carre.

         PARCELLE 6

         De forme irreguliere, une PARTIE du lot QUATRE de la subdivision
         officielle du lot originaire DEUX CENT QUATRE-VINGT-QUATORZE (294-4
         PTIE), audit cadastre, bornee vers le Nord-Est par une partie du lot
         294 (boulevard Nobel), ayant une courbe de 20,950 metres et un rayon de
         159,620 sur une distance de 2,500 metres, vers le Sud-Est par le lot
         294-253, sur une distance de 24,974 metres, vers le Sud-Ouest par une
         partie du lot 295, sur une distance de 23,114 metres, et vers le
         Nord-Ouest par le lot 294-262, sur une distance de 17,520 metres, ayant
         une superficie totale de 480,7 metres carres.

         PARCELLE 7

         Le lot numero TRENTE-TROIS de la subdivision officielle du lot
         originaire numero DEUX CENT QUATRE-VINGT-QUINZE (295-33), audit
         cadastre;

         PARCELLE 8

         De forme irreguliere, une PARTIE du lot originaire DEUX CENT
         QUATRE-VINGT-QUINZE (295 PTIE), audit cadastre, bornee vers le
         Sud-Ouest par une partie du lot 295-22 sur une distance de 33,100
         metres, vers le Nord-Ouest par le lot 295-188, sur une distance de
         43,780 metres, vers le Nord-Est par une partie du lot 294-4, sur une
         distance de 23,114 metres, vers le Sud-Est par le lot 295-33, sur une
         distance de 7,462 metres, vers le Nord-Est par le lot 295-33, sur une
         distance de 26,092 metres et vers le Sud-Est par une partie du lot
         295-1, sur une distance de 40,570 metres, ayant une superficie totale
         de 1 576,6 metres carres.

         PARCELLE 9

         De forme irreguliere, une PARTIE du lot UN de la subdivision officielle
         du lot originaire DEUX CENT QUATRE-VINGT-QUINZE (295-1 PTIE), audit
         cadastre, bornee vers le

                                       F-3
<PAGE>

         Sud-Ouest par une partie du lot 295-17 (rue Leonard de Vinci), par une
         partie du lot 295 et une partie du lot 295-22, sur une distance de
         38,200 metres, vers le Nord-Ouest par une partie du lot 295, sur une
         distance de 40,570 metres, vers le Nord-Est par une partie du lot
         294-4, sur une distance de 37,300 metres et vers le Sud-Est par le lot
         295-34, sur une distance de 40,584 metres, ayant une superficie totale
         de 1 531,8 metres carres.

         PARCELLE 10

         Le lot numero TRENTE-QUATRE de la subdivision officielle du lot
         originaire numero DEUX CENT QUATRE-VINGT-QUINZE (295-34), audit
         cadastre;

         PARCELLE 11

         Le lot numero TRENTE-DEUX de la subdivision officielle du lot
         originaire numero DEUX CENT QUATRE-VINGT-QUINZE (295-32), audit
         cadastre;

         PARCELLE 12

         Le lot numero DEUX CENT SOIXANTE-TROIS de la subdivision officielle du
         lot originaire numero DEUX CENT QUATRE-VINGT-QUATORZE (294-263), audit
         cadastre;

         Tous montres sur le plan de compilation de Francois LAROUCHE,
         arpenteur-geometre, du douze octobre deux mille un (2001).

Guarantee

A guarantee granted by Teckn-O-Laser Global Inc. in favour of GE VFS Canada
Limited Partnership to secure the leasing of computer technology by
Teckn-O-Laser Inc.

A guarantee granted by Teckn-O-Laser Global Inc. in favour of National Bank of
Canada to secure the loan of five million dollars (5 000 000 $) by Teckn-O-Laser
Inc.

Borrower

Movable Hypothecs


      A. A movable hypothec granted by Teckn-O-Laser inc. in favour of the
         National Bank of Canada to guarantee a five million dollars (5 000 000
         $) loan including an additional hypothec in the amount of one million
         dollars (1 000 000 $) which hypothec was executed on December 10, 2003
         and published on December 12, 2003 at the Register of Personal and
         Movable Real Rights under number 03-0664613-0002. Such hypothec was
         granted on the items described hereunder.

         Tous les stocks du client, present et futures, ou qu'ils se trouvent et
         toutes les creances du client, presentes et futures, quel que soit le
         lieu ou se trouvent les debiteurs de ces creances.

         Le produit de toute vente, location ou autre disposition de ces biens,
         toute creance resultant d'une vente, location ou autre disposition de
         ces biens, ainsi que tout bien acquis en remplacement de ceux-ci.

                                       F-4
<PAGE>

      B. A movable hypothec granted by Teckn-O-Laser inc. in favour of the
         National Bank of Canada to guarantee a five million two hundred eighty
         thousand dollars (5 280 000 $) loan including an additional hypothec in
         the amount of eight hundred eighty thousand dollars ( 880 000 $) which
         hypothec was executed on July 3, 2003 and published on July 4, 2003 at
         the Register of Personal and Movable Real Rights under number
         03-0341143-0001. Such hypothec was granted on the items described
         hereunder.

         TOUS LES STOCKS DU CLIENT, PRESENT ET FUTURES, OU QU'ILS SE TROUVENT ET
         TOUTES LES CREANCES DU CLIENT, PRESENTES ET FUTURES, QUEL QUE SOIT LE
         LIEU OU SE TROUVENT LES DEBITEURS DE CES CREANCES.

         LE PRODUIT DE TOUTE VENTE, LOCATION OU AUTRE DISPOSITION DE CES BIENS,
         TOUTE CREANCE RESULTANT D'UNE VENTE, LOCATION OU AUTRE DISPOSITION DE
         CES BIENS, AINSI QUE TOUT BIEN ACQUIS EN REMPLACEMENT DE CEUX-CI.

      C. A movable hypothec granted by Teckn-O-Laser inc. in favour of the
         National Bank of Canada to guarantee a one million two hundred thousand
         dollars (1 200 000 $) loan including an additional hypothec in the
         amount of two hundred thousand dollars ( 200 000 $) which hypothec was
         executed on July 30, 2002 and published on August 1, 2003 at the
         Register of Personal and Movable Real Rights under number
         02-0336784-0003. Such hypothec was granted on the items described
         hereunder.

         TOUT L'EQUIPEMENT, L'OUTILLAGE ET LE MOBILIER DE BUREAU DU CLIENT,
         PRESENT ET FUTURS.

         LE PRODUIT DE TOUTE VENTE, LOCATION OU AUTRE DISPOSITION DE CES BIENS,
         TOUTE CREANCE RESULTANT D'UNE VENTE, LOCATION OU AUTRE DISPOSITION DE
         CES BIENS, AINSI QUE TOUT BIEN ACQUIS EN REMPLACEMENT DE CEUX-CI.

Lease

The lease of a Bulldog Battery Model 12-125B-13 and of a Raymond Truck Model
EASI-R30TT between Teckn-O-Laser inc. and Equipements G.N. Johnston Ltee
executed on June 20, 2003 and published on September 29, 2003 at the Register of
Personal and Movable Real Rights under number 03-0515587-0001.

Bank Act Security - section 427

A security was granted by the Borrower in favour of the National Bank of Canada
under section 427 of the Bank Act executed on January 23, 2003 and expiring on
December 31, 2008 registered under the number 01128908 of the Canadian
Securities Registration Systems.

                                       F-5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>13
<FILENAME>ex_10-10.txt
<DESCRIPTION>PLEDGE AND SECURITY AGREEMENT
<TEXT>
                                                                   EXHIBIT 10.10

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                        1
<PAGE>

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

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

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

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

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

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

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

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

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

                                        2
<PAGE>

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

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

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

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

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

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

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

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

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

                                        3
<PAGE>

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

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

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

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

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

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

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

                                        4
<PAGE>

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

         6. Remedies.

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

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

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

                                        5
<PAGE>

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

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

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

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

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

                                        6
<PAGE>

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

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

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

         9. Miscellaneous.

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

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

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

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

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

                                        7
<PAGE>

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

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

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

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

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

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

                                        8
<PAGE>

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

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

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

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

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

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

                                        9
<PAGE>

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

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

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



                            [Signature Page is next]


                                       10
<PAGE>

                [SIGNATURE PAGE TO PLEDGE AND SECURITY AGREEMENT]


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


                                        ADSERO CORP.



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


                                       11
<PAGE>
                     ACKNOWLEDGEMENT OF TECKNOLASER USA INC.

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

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

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

         DATED the 26th day of January, 2005.

                                        TECKNOLASER USA INC.


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

                                       12
<PAGE>
                          ACKNOWLEDGEMENT OF YAC CORP.

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

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

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

         DATED the 26th day of January, 2005.

                                        YAC CORP.


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

                                       13
<PAGE>
                                  SCHEDULE 1(b)

                                EQUITY INTERESTS

<TABLE>
<CAPTION>

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

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

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

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

</TABLE>

                                       14
<PAGE>
                              STOCK TRANSFER POWER


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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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



The undersigned hereby appoints

________________________________________________________________________________

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

Dated _______________________, 200___



                                        ADSERO CORP.



                                        By: _____________________________
                                        Name:
                                        Title:


                                       15
<PAGE>
                              STOCK TRANSFER POWER


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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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



The undersigned hereby appoints

________________________________________________________________________________

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

Dated _______________________, 200___



                                        ADSERO CORP.



                                        By: _____________________________
                                        Name:
                                        Title:


                                       16

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>14
<FILENAME>ex_10-11.txt
<DESCRIPTION>GUARANTY AGREEMENT
<TEXT>
                                                                   EXHIBIT 10.11
                                    GUARANTY
                                    --------

                  This GUARANTY is made as of January 26, 2005 (this
"Guaranty"), by and among Adsero Corp. ("Adsero"), YAC-Corp. ("YAC") and
Tecknolaser USA Inc. ("TUSA"), each a Delaware corporation (each, a "Guarantor"
and collectively, the "Guarantors"), each with its mailing address at the
location set forth opposite its respective signature block on the signature
pages hereto, and Barrington Bank International Limited, a Bahamian banking
company (hereinafter the "Lender").

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

                  WHEREAS, Lender and Teckn-O-Laser Company, a Nova Scotia
unlimited liability company ("Borrower") have entered into a certain Loan
Agreement in the principal amount of Cdn.$2,000,000, dated as of the date hereof
(as the same may hereinafter be amended, restated, supplemented or otherwise
modified, the "Loan Agreement", all terms capitalized herein but not defined
herein having the respective meaning set forth in the Loan Agreement);

                  WHEREAS, (i) Lender made the loan directly to Borrower at the
instruction of Adsero, which will become the indirect owner of a majority
interest in Borrower upon the completion of the transactions contemplated in
that certain Funding and Payoff Agreement dated as of the date hereof by and
among, inter alia, the Guarantors and the Lender, and (ii) each of YAC and TUSA,
which are or will become "parent" or "sister" companies to Borrower, will
receive benefits from the Loan Agreement in the form of greater liquidity and
working capital available through its common parent , and such benefits are
commensurate with the risk undertaken by each of YAC and TUSA pursuant to this
Guaranty; and

                  WHEREAS, as a condition to Lender's agreement to enter into
the Loan Agreement, Lender has required that the Guarantors jointly and
severally guaranty (x) the payment by Borrower of its obligations and
liabilities under the Loan Agreement and (y) the performance by Borrower of all
of Borrower's covenants, agreements and obligations under the Loan Agreement and
the other Loan Documents (the obligations and liabilities described in clauses
(x) and (y) are collectively referred to herein as the "Guaranteed
Obligations").

                  NOW, THEREFORE, the Guarantors hereby agree with Lender as
follows:

         Section 1. Guaranteed Obligations. The Guarantors hereby jointly and
severally, and unconditionally, (a) guarantee to Lender the full and faithful
performance of the Guaranteed Obligations and (b) covenant to Lender that if
Borrower shall at any time default or breach in performing Borrower's
obligations under the Loan Agreement and/or any other Loan Document, the
Guarantors shall perform the Guaranteed Obligations, and pay to Lender the
amounts outstanding under the Loan Agreement and any other amounts payable by
Borrower under the Loan Documents, and also all damages that may arise in
consequence of the non-performance of the Guaranteed Obligations, or any of
them. The Guarantors hereby jointly and severally agree to pay to Lender on
demand, all expenses (including, without limitation, reasonable attorneys' fees
and disbursements) of, or incidental to, or relating to the enforcement or
protection of Lender's rights hereunder or under the Loan Agreement.

                                        1
<PAGE>

         Section 2. Nature of Guaranty. Each Guarantor hereby reaffirms that
this Guaranty is not merely a guaranty of collection, is continuing in nature
and applies to all Guaranteed Obligations, whether existing now or in the
future, including Guaranteed Obligations arising or accruing before or after
bankruptcy of Borrower or any beneficial owner of Borrower (each, an "Obligor
Party"), and to all other obligations of Borrower or any other Obligor Party
under the Loan Agreement. Each Guarantor's guarantee of the Guaranteed
Obligations is irrevocable under any circumstances whatsoever. Lender may
enforce this Guaranty against any Guarantor for payment of any amounts due under
or performance of any of the Guaranteed Obligations as they become due and
without first making demand or instituting collection or other proceedings
against Borrower, any Guarantor or any other Person. Each Guarantor's liability
for the Guaranteed Obligations is hereby declared by mutual agreement to be
primary, and not secondary.

         Section 3. Statute of Limitations. Each Guarantor acknowledges that the
statute of limitations applicable to this Guaranty shall begin to run only upon
Lender's accrual of a cause of action against such Guarantor caused by such
Guarantor's failure to honor a demand for payment or performance hereunder made
by Lender in writing; provided, however, if, subsequent to the demand upon such
Guarantor, Lender reaches an agreement with Borrower or such Guarantor on any
terms causing Lender to forbear in the enforcement of its demand upon such
Guarantor, the statute of limitations shall be reinstated and shall run for its
full duration from such time that Lender subsequently makes demand upon such
Guarantor.

         Section 4. Remedies. Lender shall not be required, as a condition
precedent to making a demand upon any Guarantor under this Guaranty, to make
demand upon Borrower, any other Guarantor, or any other Person, or to exhaust
its remedies against Borrower, any Guarantor or any other Person. The
obligations and duties of each Guarantor hereunder are independent of the
obligations and duties of Borrower under the Loan Agreement and a separate
action or actions may be brought and prosecuted against each Guarantor
hereunder, whether or not (x) an action is brought against Borrower under the
Loan Agreement or against any other Person, (y) Borrower, any Guarantor or any
other Person may be joined in any such action or actions, and (z) an action or
actions may be brought against any other Guarantor or any other Person. No
liability of any Guarantor hereunder shall be affected by or limited by (a) any
direction or application of payment by Borrower or by any other party, (b) any
other guaranty of any other party as to Borrower's obligations under the Loan
Agreement or (c) any payment to Lender of Borrower's Obligations that Lender
repays pursuant to the order or direction of a court of competent jurisdiction
in connection with any bankruptcy, reorganization, arrangement, moratorium or
other debtor relief proceeding, and each Guarantor hereby waives any right to
the deferral, modification or limitation of its respective obligations hereunder
by reason of any such proceeding. In furtherance of Section 8 hereof, no
Guarantor shall be released from its obligations hereunder by any act or
occurrence which might vary the risk or affect the rights or remedies of such
Guarantor with respect to its obligations hereunder.

         Section 5. Representations, Warranties. The Guarantors hereby jointly
and severally represent and warrant to, and covenant and agree with, Lender
that:

                  (a) Each Guarantor is duly and validly organized and existing
under the laws of its jurisdiction of incorporation or organization and has all
requisite power and

                                        2
<PAGE>

authority (including, without limitation, all governmental licenses, permits and
other approvals) to (i) carry on its business as now conducted and (as of the
date hereof) as proposed to be conducted and (ii) provide this Guaranty to
Lender.

                  (b) The execution, delivery and performance by each Guarantor
of this Guaranty, and the performance of each Guarantor's obligations hereunder,
are within each Guarantor's powers, have been duly authorized by all necessary
action, and do not (i) violate any law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award, (ii) conflict with or (with the
passage of time, giving of notice or both) result in the breach of, or
constitute a default or event of default under, any contract, loan agreement,
indenture, mortgage, deed of trust, lease or other instrument binding on or
affecting any Guarantor, any of its direct or indirect subsidiaries or any of
their respective assets or property, or (iii) result in or require the creation
or imposition of any lien upon or with respect to any of the properties of any
Guarantor, except for liens permitted under the Loan Agreement. No Guarantor is
in violation of any such law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award or in breach of any such contract,
loan agreement, indenture, mortgage, deed of trust, lease or other instrument.

                  (c) No authorization, consent or approval or other action by,
and no notice to or filing with, any governmental authority or regulatory body
or any other third party is required for the due execution, delivery or
performance by any Guarantor of this Guaranty.

                  (d) This Guaranty has been duly executed and delivered by each
Guarantor. This Guaranty is the legal, valid and binding obligation of each
Guarantor, enforceable against all Guarantors in accordance with its terms.

                  (e) There are no conditions precedent to the effectiveness of
this Guaranty that have not been either satisfied or waived.

                  (f) Each Guarantor has, independently and without reliance
upon the Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Guaranty.

                  (g) Each Guarantor is solvent: its assets exceed its
liabilities; it is able to pay its obligations as they become due and payable in
the ordinary course; and it does not have an unreasonably small capitalization
for the business and/or activities to be conducted by such Guarantor. No
Guarantor's execution of this Guaranty renders the preceding sentence
inaccurate.

                  (h) Such Guarantor is not (i) presently delinquent in the
payment of any taxes imposed by any governmental authority or in the filing of
any tax return, or (ii) involved in a dispute with any taxing authority over any
amounts due.

                  (i) No information, exhibit, document or report furnished by
such Guarantor in connection with this Guaranty or pursuant to the terms of the
Loan Agreement, nor any periodic report filed by Adsero with the U.S. Securities
and Exchange Commission, contains any untrue statement of a material fact or
omitted to state a material fact necessary to make the statements made therein
not misleading at the time made. All representations and warranties in

                                        3
<PAGE>

the Loan Agreement relating to each Guarantor are hereby incorporated herein by
reference.

                  (j) Adsero will timely file all periodic reports required
under the Securities Exchange Act of 1934, as amended, and, within the time
period set forth in the Loan Agreement, shall deliver to Lender true, correct
and complete (including exhibits) copies thereof.

                  (k) Except as disclosed in Adsero's periodic filings with the
Securities and Exchange Commission, there is no action, suit, investigation,
litigation or proceeding affecting such Guarantor pending or threatened before
any court, governmental agency or arbitrator.

                  (l) No Guarantor (i) has any obligation under any contract,
agreement, instrument or other document, and (ii) is subject to any charter or
corporate or other restriction, that could adversely affect the performance of
such Guarantor's obligation hereunder. All material contracts of Adsero and any
subsidiary of Adsero are set forth in the exhibits to its most recently filed
annual report on Form 10-KSB or the Forms 10-QSB filed thereafter.

                  (m) For years in which taxes were payable, each Guarantor has
filed, or has caused to be filed (or is included in the filings of), all tax
returns (Federal, state, local and foreign) required to be filed by it and has
paid all taxes shown thereon to be due, together with applicable interest and
penalties.

                  (n) No bankruptcy, reorganization or insolvency proceedings
are pending by or against any Guarantor or any holder of its Equity Securities.
Adsero has provided Lender with a true, correct and complete copy of the
bankruptcy court's confirmation of its plan of reorganization.

                  (o) Neither YAC nor any subsidiary of YAC (other than
Borrower) shall (i) engage at any time in any commercial enterprise or activity
or engage in any transactions other than owning (directly or indirectly, as
applicable) Borrower, or (ii) cause, suffer or permit any Liens on any of its
assets.

         Section 6. Marshaling of Assets. Lender may proceed against any assets
of each and any Guarantor (or all Guarantors) and against parties liable
therefor in such order as it may elect, and no Guarantor shall be entitled to
require Lender to marshal assets. Each Guarantor hereby waives, to the maximum
extent permitted by law, the benefit of any rule of law or equity to the
contrary.

         Section 7. Release of Liable Parties. Lender may, in its sole
discretion and with or without consideration or affecting any Guarantor not
named in the operative instruments or documents, release, compromise or settle
with any Person therefor including, without limitation, any Guarantor. The
defenses of impairment of collateral and impairment of recourse and any
requirements of diligence on Lender's part in collecting the Guaranteed
Obligations are hereby expressly waived by each Guarantor.

         Section 8. No Limitation of Liability. Each Guarantor's liability
hereunder shall be absolute and unconditional, and shall in no way be limited or
impaired by, and each Guarantor hereby consents to and agrees to be bound by,
any amendment or modification of the provisions

                                        4
<PAGE>

of the Loan Agreement, this Guaranty or any other instrument made to or with
Lender by Borrower or any Guarantor. In addition, no Guarantor's liability
hereunder shall in any way be limited or impaired by any or all of the
following:

                  (a) the failure of Lender to exercise or to exhaust any right
or remedy or take any action against Borrower;

                  (b) any change in the time, manner or place of payment or
performance, of all or any of the obligations of Borrower under the Loan
Agreement or any extensions of time for payment or performance, whether in whole
or in part, of the terms of the Loan Agreement on the part of Borrower to be
paid, performed or observed, as applicable;

                  (c) any failure or delay of Lender to exercise, or any lack of
diligence in exercising, any right or remedy with respect to the Loan Agreement
or this Guaranty;

                  (d) any dealings or transactions between Lender and Borrower,
whether or not the respective Guarantor shall be a party to or cognizant of the
same, other than the payment of the Guaranteed Obligations;

                  (e) any financial decline, bankruptcy, insolvency, assignment
for the benefit of creditors, receivership, trusteeship or dissolution of or
affecting Borrower;

                  (f) any other guaranty now or hereafter executed by such
Guarantor or any other Person, the release of any other Person from or failure
of any other Person to assume liability for the payment, performance or
observance of the Guaranteed Obligations or any of the terms of the Loan
Agreement, or any other agreement on the part of Borrower to be paid, performed
or observed whether by operation of law or otherwise;

                  (g) any rights, powers or privileges Lender may now or
hereafter have against any Person or collateral in respect of the Guaranteed
Obligations;

                  (h) the failure to give the relevant Guarantor any notices
whatsoever (the Guarantors hereby jointly and severally agreeing that upon
Borrower's failure to perform the Guaranteed Obligations, the Guarantors shall
perform such Guaranteed Obligations immediately upon request from Lender);

                  (i) any other circumstance which might in any manner or to any
extent constitute a defense available to Borrower, or vary the risk of any
Guarantor, or might otherwise constitute a legal or equitable discharge or
defense available to a surety or guarantor, whether similar or dissimilar to the
foregoing;

                  (j) any and all notice of the creation, renewal or extension
of the Guaranteed Obligations and notice of or proof of reliance by Lender upon
this Guaranty or acceptance of the Guaranty;

                  (k) any change, restructuring or termination of the structure
or existence of Borrower (provided that this clause (k) shall not be deemed a
consent to any such change, restructuring or termination of Borrower's
structure);

                                        5
<PAGE>

                  (l) the release of Borrower or any other party from
performance or observance of any of the agreements, covenants, terms or
conditions contained in any of said instruments by operation of law, Lender's
voluntary act, or otherwise; or

                  (m) the invalidity, irregularity or unenforceability, in whole
or in part, of this Guaranty or the Loan Agreement, and, in any such case,
whether with or without notice to Guarantor and with or without consideration.

         Section 9. Waivers. To the maximum extent permitted by law, each
Guarantor expressly waives the following:

                  (a) notice of acceptance of this Guaranty and of any change in
the financial condition of Borrower;

                  (b) any requirement of promptness, diligence, presentment,
protest, demand for payment, notice of dishonor, notice of default, and all
other actions or notices that may otherwise be required on Lender's part in
connection with the Guaranteed Obligations and/or this Guaranty other than any
notices expressly required pursuant to the Loan Agreement;

                  (c) the right to interpose all substantive and procedural
defenses of the law of guaranty, indemnification and suretyship;

                  (d) all rights and remedies accorded by applicable laws to
guarantors, or sureties, including, without being limited to, any extension of
time conferred by any laws now or hereafter in effect;

                  (e) the right to interpose any setoff or counterclaim of any
nature or description in any action or proceeding arising hereunder or with
respect to this Guaranty;

                  (f) any right or claim of right to cause a marshaling of the
assets of Borrower or to cause Lender to proceed against Borrower and/or any
Collateral held by Lender at any time or in any particular order;

                  (g) any defense based on the failure to make such Guarantor a
defendant in any action under the Loan Agreement;

                  (h) further to Section 3, the benefit of any statute of
limitations which may affect its liability hereunder or the enforcement hereof.
Any payment by Borrower or other circumstance that operates to toll any statute
of limitations as to Borrower shall not operate to toll the statute of
limitations as to any Guarantor; and

                  (i) any other defense or discharge of its obligations
hereunder otherwise available to such Guarantor at law or at equity.

         Section 10. Bankruptcy. Notwithstanding anything to the contrary
contained herein, each Guarantor's liability shall extend to all amounts and the
performance of all Guaranteed Obligations that would be owed or be required to
be performed by Borrower under the Loan Agreement but for the fact that they are
unenforceable, disaffirmed, rejected or not allowable due

                                        6
<PAGE>

to the existence of a bankruptcy, reorganization or similar proceeding involving
Borrower. Without limiting the foregoing, no Guarantor's obligation to perform
or to make payment in accordance with this Guaranty nor any remedy for the
enforcement thereof shall be impaired, modified, changed, stayed, released or
limited in any manner by any impairment, modification, change, release,
limitation or stay of the liability of Borrower or its estate in bankruptcy or
any remedy for the enforcement thereof, resulting from the operation of any
present or future provision of Title 11 of the United States Code (collectively
with the insolvency laws of any other applicable jurisdiction, the "Bankruptcy
Code") or other statute or from the decision of any court interpreting any of
the same. Each Guarantor shall, at the option of Lender, its successors and
assigns, take over and pay and perform each and every obligation of Borrower
pursuant to the Loan Agreement and, as applicable, the Loan Documents to which
Borrower is a party for the full term thereof, notwithstanding any statutory
right of termination given to bankrupts, insolvents or trustees thereto.

         Section 11. Currency of Payments; Taxes. (a) Any and all amounts
required to be paid by the Guarantors hereunder shall be paid in lawful money of
the United States of America (provided that the amount received by lender when
converted into Canadian dollars results in payment to Lender of an amount at
least equal to the amount of the unpaid Guaranteed Obligations) or Canadian
dollars and in immediately available funds to Lender. Each Guarantor agrees that
whenever, at any time, or from time to time, it shall make any payment to Lender
on account of its liability hereunder, it will notify Lender in writing that
such payment is made under this Guaranty for that purpose.

                  (b) Each Guarantor agrees to make payment to Lender of all
amounts for which such Guarantor is liable hereunder forthwith after demand in
writing by Lender, free and clear and, except as otherwise required by law,
without deduction for any present or future taxes, charges or withholdings of
any kind, including without limitation, any taxes required by Section 1441 et
seq. of the Internal Revenue Code of 1986, as amended; provided, however, that
in the event such Guarantor is required by law to make any such deduction or
withholding, the amount paid to Lender pursuant to this Guaranty shall be
increased such that the net amount received by Lender is equal to the amount
Lender would have received if no such deduction or withholding were made.

         Section 12. Further Assurances. Each Guarantor agrees to execute such
additional documents and instruments as Lender may reasonably require to
implement the provisions hereof.

         Section 13. Certified Statement. Each Guarantor agrees that it will,
from time to time, within ten (10) days following receipt of a request from
Lender, execute and deliver to Lender a statement certifying that this Guaranty
is unmodified and in full force and effect (or if modified, that the same is in
full force and effect as modified and stating such modifications).

         Section 14. Notices.

                  (a) Any notice, report, demand, approval or other instrument
authorized or required by this Guaranty to be given or furnished shall be in
writing and shall be deemed given or furnished when given or furnished as set
forth in the Loan Agreement. Each

                                        7
<PAGE>

Guarantor's address and contact information is the same as that of Borrower
(subject to the modification of the recipient company's name).

                  (b) Any party may change the address to which any such notice,
report, demand or other instrument is to be delivered or mailed, by furnishing
written notice of such change to the other party, but no such notice of change
shall be effective unless and until received by such other party. Rejection or
refusal to accept, or inability to deliver because of changed address or because
no notice of changed address was given, shall be deemed to be receipt of any
such notice.

         Section 15. No Waiver; Failure to Perform. No failure on the part of
Lender to exercise, and no delay in exercising, any right, power or privilege
hereunder or under the Loan Agreement shall operate as a waiver thereof; nor
shall any single or partial exercise of any right hereunder preclude any other
or further exercise thereof or the exercise of any other right. Furthermore, no
failure by Lender to make any demand or to collect any payments hereunder shall
relieve any Guarantor of its respective obligations or liabilities hereunder,
nor shall it impair or affect the rights and remedies of Lender against any
Guarantor hereunder. All remedies afforded to Lender by reason of this Guaranty
or the Loan Agreement are separate and cumulative remedies and each one of such
remedies, whether exercised by Lender or not, shall not be deemed to be
exclusive of any of the other remedies available to Lender and shall not limit
or prejudice any other legal or equitable remedy which Lender may have under
this Guaranty or the Loan Agreement. If a Guarantor shall fail to perform the
Guaranteed Obligations in accordance with the terms hereof, Lender may, but
shall not be obligated to, in addition to any other rights or remedies available
to Lender, take such action personally or by its agents or attorneys, without
any notice, demand, presentment or protest (each and all of which are hereby
waived), as Lender deems necessary or advisable to protect and enforce Lender's
rights and remedies hereunder, including, without limitation, the following
actions, each of which may be pursued concurrently or otherwise, at such time
and in such order as Lender, in its sole discretion may determine, without
impairing or otherwise affecting its other rights or remedies hereunder, at law
or in equity:

                  (a) perform or cause the performance of any actions necessary
to obtain payment and performance of the Guaranteed Obligations;

                  (b) pay, remove, release, discharge, bond, settle or cause the
payment, removal, discharge, bonding or settlement of any lien, claim or demand,
the removal, release, discharge, bonding, settlement or payment of which is
guaranteed hereunder;

                  (c) cause compliance with all legal requirements which must be
complied with in connection with the payment and performance of the Guaranteed
Obligations; and

                  (d) obtain any permits or licenses required in connection with
payment and performance of the Guaranteed Obligations.

         Subject to the provisions of Section 1 hereof, in the event that Lender
shall perform any of the acts described in this Section 15, the Guarantors upon
demand by Lender

                                        8
<PAGE>

jointly and severally agree to reimburse Lender for the full amount of any sums
paid and costs and expenses incurred by Lender in connection therewith,
including, without limitation, reasonable attorney's fees and disbursements.

                  Each Guarantor acknowledges and agrees that it is and will in
the future be impossible to accurately measure the damages to Lender resulting
from a breach of the Guaranteed Obligations; that such a breach will cause
irreparable injury to Lender and that Lender has no adequate remedy at law in
respect of such a breach; and, as a consequence, agrees that the covenants
herein shall be specifically enforceable against each Guarantor; and each
Guarantor hereby waives and shall not assert any defense based on the denial of
any of the foregoing in any action for the specific performance of such
covenants.

         Section 16. Continuing Guaranty. This Guaranty shall continue to be
effective or be reinstated, as the case may be, if at any time payment or any
part thereof of the Guaranteed Obligations is rescinded or must otherwise be
restored or returned by Lender upon the insolvency, bankruptcy, dissolution,
liquidation or the reorganization of Borrower, or upon or as a result of the
appointment of a receiver, intervenor, custodian or conservator of, or trustee
or similar officer for, Borrower or any substantial part of its property, or
otherwise, all as though such payments had not been made.

         Section 17. Trial by Jury; Injunctive Relief; Counterclaim,
Consolidation. EACH GUARANTOR HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVES, IN
CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY LENDER HEREON, ANY AND
EVERY RIGHT SUCH GUARANTOR MAY HAVE TO (I) INJUNCTIVE RELIEF, (II) THE RIGHT TO
TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND ARISING ON, UNDER, OUT OF,
OR BY REASON OF OR RELATING TO, THE INTERPRETATION, BREACH OR ENFORCEMENT
HEREOF, (III) INTERPOSE ANY COUNTERCLAIM (OTHER THAN MANDATORY COUNTERCLAIMS)
THEREIN AND (IV) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT,
ACTION OR PROCEEDING.

         Section 18. Governing Law. The terms and provisions hereof and the
rights and obligations of the parties hereunder shall in all respects be
governed by, and construed and enforced in accordance with, the laws of the
State of New York, without regard for conflict of laws principles (other than
Section 5-1401 of the New York General Obligations Law).

         Section 19. Submission to Jurisdiction, Service of Process.

                  (a) All disputes arising out of or relating to this Guaranty
and all actions to enforce this Guaranty shall be adjudicated in the State
courts of New York or the federal courts sitting in the City of New York, or the
courts of the District of Montreal and Province of Quebec (and for purposes of
any action in Canada, Section 2(k) in Schedule I to the Loan Agreement is hereby
incorporated herein by reference) and each Guarantor and (by its acceptance
hereof) Lender each hereby irrevocably submits to the jurisdiction of such
courts in any suit, action or proceeding arising out of or relating to this
Guaranty or in any action to enforce this Guaranty. So far as is permitted under
applicable law, this consent to personal jurisdiction shall be self-operative
and no further instrument or action, other than service of process in one of the
manners specified in this Section 19, or as otherwise permitted by law, shall be
necessary in order to confer jurisdiction over a Guarantor and/or Lender in any
such court.

                                        9
<PAGE>

                  (b) Provided that service of process is effected upon a
Guarantor or Lender in one of the manners hereafter specified or as otherwise
permitted by law, each Guarantor and (by its acceptance hereof) Lender
irrevocably waives, to the fullest extent permitted by law, and agrees not to
assert, by way of motion, as a defense or otherwise (i) any objection which it
may have or may hereafter have to the laying of the venue of any such suit,
action or proceeding brought in any court which is mentioned in this Section 19
or (ii) any claim that any such suit, action or proceeding brought in such a
court has been brought in an inconvenient forum. Provided that service of
process is effected upon the applicable Guarantor in one of the manners
specified in this Section 19 or as otherwise permitted by law, each Guarantor
agrees that any final judgment from which such Guarantor has not or may not
appeal or further appeal in any such suit, action or proceeding brought in such
a court shall be conclusive and binding upon such Guarantor and may, so far as
is permitted under the applicable law, be enforced in any domestic or foreign
courts to the jurisdiction of which the applicable Guarantor is subject.

                  (c) Each Guarantor and (by its acceptance hereof) Lender
hereby consents to process being served in any suit, action or proceeding
relating to this Guaranty either by (i) the mailing of a copy thereof by
registered or certified mail, postage prepaid, return receipt requested, to such
Guarantor and Lender, as applicable, at the address referenced in Section 14(a)
hereof or (ii) personal delivery of a copy thereof to the applicable Guarantor
and Lender, as applicable, on a Business Day at the address referenced in
Section 14(a) hereof.

                  (d) Nothing in this Section Section 19 shall affect the right
of Lender or a Guarantor to serve process in any manner permitted by law or
limit the right of Lender pursuant to applicable law to bring proceedings
against the other in the courts of any jurisdiction or jurisdictions.

         Section 20. Savings Clause. It is the intent of each Guarantor and
Lender that each Guarantor's maximum obligations hereunder shall be equal to,
but not in excess of:

                  (a) in a case or proceeding commenced by or against such
Guarantor under the Bankruptcy Code, the maximum amount which would not
otherwise cause the Guaranteed Obligations (or any other obligations of the
Guarantor to Lender) to be avoidable or unenforceable against the Guarantor
under (A) Section 548 of the Bankruptcy Code or (B) any state fraudulent
transfer or fraudulent conveyance act or statute applied in such case or
proceeding by virtue of Section 544 of the Bankruptcy Code; or

                  (b) in a case or proceeding commenced by or against such
Guarantor under any law, statute or regulation other than the Bankruptcy Code
(including, without limitation, any other bankruptcy, reorganization,
arrangement, moratorium, readjustment of debt, dissolution, liquidation or
similar debtor relief laws, whether of a state or a foreign jurisdiction), the
maximum amount which would not otherwise cause the Obligations (or any other
obligations of such Guarantor to Lender) to be avoidable or unenforceable
against such Guarantor under such law, statute or regulation including without
limitation, any state fraudulent transfer or fraudulent conveyance act or
statute applied in any such case or proceeding. (The substantive laws under
which the possible avoidance or unenforceability of the Obligations (or any
other obligations of such Guarantor to Lender) shall be determined in any such
case or proceeding

                                       10
<PAGE>

shall hereinafter be referred to as the "Avoidance Provisions").

                  To the end set forth in this Section 20, but only to the
extent that the Obligations would otherwise be subject to avoidance under the
Avoidance Provisions if (y) a Guarantor is not deemed to have received valuable
consideration, fair value or reasonably equivalent value for the Obligations, or
(z) the Obligations would cause such Guarantor to fail to be Solvent (as of the
time any of the Obligations is deemed to have been incurred under the Avoidance
Provisions), the maximum Obligations for which such Guarantor shall be liable
hereunder shall be reduced to that amount which, after giving effect thereto,
would not cause the Obligations (or any other obligations of such Guarantor to
the Lender), as so reduced, to be subject to avoidance under the Avoidance
Provisions. This Section 20 is intended solely to preserve the rights of the
Lender hereunder to the maximum extent that would not cause the Obligations of a
Guarantor to be subject to avoidance under the Avoidance Provisions, and no
Guarantor nor any other Person shall have any right or claim under this Section
20 as against the Lender that would not otherwise be available to such Person
under the Avoidance Provisions.

         Section 21. Severability. Any provision in this Guaranty that is held
to be inoperative, unenforceable or invalid as to any party or in any
jurisdiction shall, as to that party or jurisdiction, be inoperative,
unenforceable or invalid without affecting the remaining provisions or the
operation, enforceability or validity of that provision as to any other party or
in any other jurisdiction, and to this end the provisions of this Guaranty are
declared to be severable.

         Section 22. Recitals; Integration; Security. The recitals to this
Guaranty are incorporated by reference herein as though set forth at length
herein and are acknowledged by each Guarantor to be true and correct. The
obligations of each Guarantor are secured pursuant to a pledge and/or security
agreement, and this Guaranty, together with such pledge and security agreements
and the Loan Agreement and the other Loan Documents, comprise the complete and
integrated agreement of the parties on the subject matter hereof and supersedes
all prior agreements, written or oral, on the subject matter hereof and may not
be terminated, amended or modified, in any manner unless by a writing signed by
Lender or its successors or assigns.

         Section 23. Time of Essence. Time is of the essence with respect to
each Guarantor's obligations under this Guaranty.

         Section 24. Successors and Assigns. This Guaranty shall inure to the
benefit of and be enforceable by Lender and its successors, transferees and
assigns or by any Person to whom Lender's interest in the Loan Agreement may be
assigned. Wherever in this Guaranty reference is made to Lender or Borrower, the
same shall be deemed to refer also to the then successor or assign of Lender or
Borrower.

         Section 25. Modification. No amendment or waiver of any provision of
this Guaranty nor consent to any departure by any Guarantor therefrom shall in
any event be effective unless the same shall be in writing and signed by Lender,
and shall be effective only in the specific instance and for the specific
purpose for which given.

                                       11
<PAGE>

         Section 26. Headings. The headings used in this Guaranty are for
convenience only and are not to be considered in connection with the
interpretation or construction of this Guaranty.



                            [Signature Page is next]


                                       12
<PAGE>

                  IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to
be duly executed and delivered as of the date first above written.



                                        ADSERO CORP.


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



                                        TECKNOLASER USA INC.


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



                                        YAC CORP.


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


                                       13

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>15
<FILENAME>ex_10-12.txt
<DESCRIPTION>FUNDING AND PAY-OFF AGREEMENT
<TEXT>
                                                                   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.



              [The remainder of this page intentionally left blank]


                                       -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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>16
<FILENAME>ex_10-13.txt
<DESCRIPTION>SECURITY AGREEMENT
<TEXT>
                                                                   EXHIBIT 10.13
                               SECURITY AGREEMENT

         THIS SECURITY AGREEMENT (this "Agreement") is made as of January 26,
2005 between Barrington Bank International Limited, a Bahamian banking company
(hereinafter referred to as "Secured Party"), and Adsero Corp., a corporation
existing under the laws of the State of Delaware (hereinafter referred to as
"Debtor").

         WHEREAS, Teckn-O-Laser Company, a Nova Scotia unlimited liability
company (the "Borrower") is the borrower under that certain loan agreement in
the principal amount of Cdn.$2,000,000 by and among, INTER ALIA, the Borrower,
as borrower, and Secured Party, as lender (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the "Agreement") and
collectively with the various documents and instruments evidencing the terms of
such financings, the "Loan Documents");

         WHEREAS Debtor has issued to Secured Party (on a joint and several
basis with certain of its Affiliates) a guaranty dated as of even date herewith,
pursuant to which, INTER ALIA, Debtor has guaranteed the obligations of the
Borrower under the Loan Documents (as amended, restated or supplemented from
time to time, the "Guaranty"); and

         WHEREAS Debtor has also agreed to execute this Agreement in favor of
Secured Party as security for all amounts owing at any time and from time to
time by Debtor under the Guaranty and the other Obligations (as defined in
Section 2(b) hereof);

         NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, Debtor and, by its acceptance hereof, Secured
Party hereby agree as follows:

1. RECITALS. The foregoing recitals are hereby incorporated herein by reference
as though set forth at length herein, and form an integral part of this
Agreement.

2. GRANT OF SECURITY INTEREST; OBLIGATIONS SECURED.

         (a) Debtor hereby grants to Secured Party a lien on and security
interest in, and right of set-off against all right, title and interest of
Debtor, whether now owned or existing or hereafter created, acquired or arising,
in and to all personal property of Debtor, including without limitation all of
the following:

         (i)      Accounts (including Health-Care-Insurance Receivables, if
                  any);

         (ii)     Chattel Paper;

         (iii)    Instruments (including Promissory Notes);

         (iv)     Documents;

         (v)      General Intangibles (including Payment Intangibles and
                  Software);

         (vi)     Letter-of-Credit Rights;

         (vii)    Supporting Obligations;

         (viii)   Deposit Accounts;

                                       -1-
<PAGE>

         (ix)     Investment Property (including certificated and uncertificated
                  Securities), Securities Accounts, Security Entitlements,
                  Commodity Accounts, and Commodity Contracts;

         (x)      Inventory;

         (xi)     Equipment (including all software, whether or not the same
                  constitutes embedded software, used in the operation thereof);

         (xii)    Money;

         (xiii)   Fixtures;

         (xiv)    All rights to merchandise and other goods (including rights to
                  returned or repossessed Goods and rights of stoppage in
                  transit) which is represented by, arises from, or relates to
                  any of the foregoing;

         (xv)     All personal property and interests in personal property of
                  Debtor of any kind or description now held by Secured Party or
                  at any time hereafter transferred or delivered to, or coming
                  into the possession, custody, or control of, Secured Party, or
                  any agent or affiliate of Secured Party, whether expressly as
                  collateral security or for any other purpose (whether for
                  safekeeping, custody, collection or otherwise), and all
                  dividends and distributions on or other rights in connection
                  with any such property;

         (xvi)    All supporting evidence and documents relating to any of the
                  foregoing, including, without limitation, computer programs,
                  disks, tapes and related electronic data processing media, and
                  all rights of Debtor to retrieve the same from third parties,
                  written applications, credit information, account cards,
                  payment records, correspondence, delivery and installation
                  certificates, invoice copies, delivery receipts, notes, and
                  other evidences of indebtedness, insurance certificates and
                  the like, together with all books of account, ledgers, and
                  cabinets in which the same are reflected or maintained;

         (xvii)   All Accessions and additions to, and substitutions and
                  replacements of, any and all of the foregoing; and

         (xviii)  All Proceeds and products of the foregoing, and all insurance
                  of the foregoing and proceeds thereof;

all of the foregoing being herein sometimes referred to as the "Collateral". All
terms which are used herein that are defined in the Uniform Commercial Code of
the State of New York. ("UCC") shall have the same meanings herein as such terms
are defined in the UCC, unless this Agreement shall otherwise specifically
provide. For purposes of this Agreement, the term "Receivables" means all rights
to the payment of a monetary obligation, whether or not earned by performance,
and regardless of whether evidenced by an Account, Chattel Paper, Instrument or
a General Intangible.

         (b) This Agreement is made and given to secure, and shall secure, the
prompt payment and performance when due of (i) any and all indebtedness,
obligations and liabilities of Debtor to Secured Party under or in connection
with the Guaranty and any other document, agreement or instrument, whether now
existing or hereafter arising, due or to become due, direct or indirect,
absolute or contingent, and howsoever evidenced, held or acquired and (ii) any
and all expenses

                                       -2-
<PAGE>

and charges, legal (including, without limitation, attorneys' fees) or
otherwise, suffered or incurred by Secured Party and its agents and
representatives, in collecting or enforcing any of such indebtedness,
obligations and liabilities or in realizing on or protecting or preserving any
security therefor, including, without limitation, the Lien granted hereby (all
of the indebtedness, obligations, liabilities, expenses and charges described in
(i) and (ii) above being hereinafter referred to as the "Obligations").

         (c) Notwithstanding anything in this Agreement to the contrary, the
right of recovery against Debtor under this Agreement shall not exceed $1.00
less than the lowest amount which would render Debtor's obligations under this
Agreement void or voidable under applicable law, including fraudulent conveyance
laws such as 11 U.S.C. ss.548 and any corresponding federal, state or provincial
law.

3. COVENANTS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES. Debtor hereby
covenants and agrees with, and represents and warrants to, Secured Party that:

         (a) Debtor's organizational registration number is set forth on
Schedule A attached hereto, and its chief executive office and principal place
of business located at the address listed on Schedule A attached hereto. Debtor
has no other executive offices or places of business other than those listed on
Schedule A. The Collateral owned or leased by Debtor is and shall remain in
Debtor's possession or control at the location listed on Schedule A
(collectively the "Permitted Collateral Locations"), except as to any Collateral
sold or otherwise disposed of as permitted under this Agreement, including the
last sentence of this paragraph. If for any reason any Collateral is at any time
kept or located at a location other than a Permitted Collateral Location,
Secured Party shall nevertheless have and retain a Lien on and security interest
therein. Debtor shall not move its chief executive office or maintain a place of
business other than at a Permitted Collateral Location or permit any Collateral
to be located at a location other than a Permitted Collateral Location (other
than as specified in the second sentence of this paragraph), in each case
without first providing Secured Party at least 30 days prior written notice
thereof.

         (b) Debtor's legal name and state of organization is correctly set
forth in the first paragraph of this Agreement. Debtor shall not change its
legal name or transact business under any other trade name without first
providing Secured Party at least 30 days prior written notice thereof.

         (c) The Collateral and every part thereof is and shall be free and
clear of all security interests, Liens (other than Permitted Liens and the Lien
granted hereunder) of every kind, nature and description and whether voluntary
or involuntary. Debtor shall warrant and defend the Collateral against any
claims and demands of all parties at any time claiming the same or any interest
in the Collateral adverse to Secured Party (other than Permitted Liens ).

         (d) Debtor agrees it will not waste or destroy the Collateral or any
part thereof and will not be negligent in the care or use of any Collateral,
except to the extent that, in the reasonable business judgment of Debtor, any
such Collateral is no longer necessary for the proper conduct of the business of
Debtor. Debtor agrees it will not use, manufacture, sell or distribute any
Collateral in violation of any statute, ordinance or other governmental
requirement. Debtor will

                                       -3-
<PAGE>

perform in all material respects its obligations under any contract or other
agreement constituting part of the Collateral, it being understood and agreed
that Secured Party has no responsibility to perform such obligations.

         (e) Subject to any restrictions in or pursuant to this Agreement and
any other document, agreement or instrument between Debtor and Secured Party,
Debtor agrees it will not, without Secured Party's prior written consent, sell,
assign, mortgage, lease or otherwise dispose of the Collateral or any interest
therein, except for sales of inventory in the ordinary course of business
pursuant to Section 6(b).

         (f) Debtor will at all times allow Secured Party and its
representatives free access to and right of inspection of the Collateral and all
books and records of Debtor relating to the Collateral, at such reasonable times
during normal business hours, and upon reasonable notice and intervals as
Secured Party may designate. Without in any way limiting the preceding sentence,
during reasonable business hours and upon reasonable notice and intervals,
Secured Party or its agents shall have the right to examine its Collateral and
review and copy any and all information and data relating to such property, or
to any related transactions, wherever and however such information and data may
be stored. In the event that the use of a computer system is required for access
to which Secured Party is entitled, including without limitation, access to any
premises, place, Collateral, books of account, records, reports, information or
data, it shall allow Secured Party the use of its computer system for such
purpose and shall provide reasonable assistance in that regard, including,
without limitation, making known to Secured Party any password, access number or
other code required for such access. If for any reason the information and data
cannot be accessed and retrieved at its premises, Secured Party may remove the
medium in which such information or data is stored from such premises to any
other place for the purpose of giving Secured Party the opportunity to retrieve,
record or copy such information and data. Secured Party shall be entitled to
reproduce and retain a copy of any such information and data in any format
whatsoever. If any of the above items is in the possession of a third party,
Debtor shall take all reasonable steps to allow Secured Party the access and
retrieval to which it is entitled.

         (g) If any Collateral is in the possession or control of any agents or
processors of Debtor and Secured Party so requests, Debtor agrees to notify such
agents or processors in writing of Secured Party's security interest therein and
instruct them to, and use their best efforts to obtain agreements that they
will, hold all such Collateral for Secured Party's account and subject to
Secured Party's instructions. Debtor will, upon the request of Secured Party,
authorize and instruct all bailees and any other parties, if any, at any time
processing, labeling, packaging, holding, storing, shipping or transferring all
or any part of the Collateral to permit Secured Party and its representatives
during normal business hours and upon reasonable notice and intervals to examine
and inspect any of the Collateral then in such party's possession and to verify
from such party's own books and records any information concerning the
Collateral or any part thereof which Secured Party or its representatives may
seek to verify. As to any premises not owned by Debtor wherein any of the
Collateral is located, if any, Debtor shall, upon Secured Party's request, use
all commercially reasonable efforts to cause each party having any right, title
or interest in, or Lien on, any of such premises to enter into an agreement
whereby such party disclaims any right, title and interest in, and Lien on, the
Collateral, allowing the removal of such

                                       -4-
<PAGE>

Collateral by Secured Party or its agents or representatives and otherwise in
form and substance reasonably acceptable to Secured Party.

         (h) Upon Secured Party's reasonable request, Debtor agrees from time to
time to deliver to Secured Party such evidence of the existence, identity and
location of its Collateral and of its availability as collateral security
pursuant hereto (including, without limitation, schedules describing all
Receivables created or acquired by Debtor, copies of customer invoices or the
equivalent and original shipping or delivery receipts for all merchandise and
other goods sold or leased or services rendered by it, together with Debtor's
warranty of the genuineness thereof, and reports stating the book value of its
Inventory and Equipment by major category and location), in each case as Secured
Party may reasonably request. Further to paragraph (g), Secured Party shall have
the right to verify all or any part of the Collateral in any reasonable manner,
and through any reasonable medium, and Debtor agrees to furnish all assistance
and information, and perform any acts, which Secured Party may reasonably
require in connection therewith.

         (i) Debtor shall keep all of its assets and property insured and shall
maintain commercial general liability coverage, and such other coverages
required by the Senior Loan Documents (including, but not limited to, earthquake
coverage and insurance against flood), by insurers, in amounts and in the form
specified in the Senior Loan Documents. Upon request of Secured Party, Debtor
shall provide certificates relating to such policies and/or copies of such
policies (including any amendments, renewals, or modifications thereto), as
requested by Secured Party. At the request of Secured Party at any time when
there are any Obligations outstanding, Secured Party shall be named as an
additional insured and as a loss payee under Debtor's insurance policies,
subject to the rights of the Senior Lender. In case of loss or damage by fire or
other casualty, Debtor shall give prompt written notice thereof to the insurers
and to Secured Party and, casualty insurance proceeds that are not applied to
reduce the Senior Loan or restore the assets in accordance with the Senior Loan
Documents shall be applied to reduce the Obligations or restore the assets as
determined by Secured Party.

         (j) Debtor will comply in all material respects with the terms and
conditions of any and all leases, easements, right-of-way agreements and other
agreements binding upon Debtor or affecting the Collateral, in each case which
cover the premises wherein the Collateral is located, and any orders,
ordinances, laws or statutes of any city, state or other governmental entity,
department or agency having jurisdiction with respect to such premises or the
conduct of business thereon.

         (k) Schedule B attached hereto contains a true, complete, and current
listing of all copyrights, copyright applications, trademarks, trademark rights,
tradenames, patents, patent rights or licenses, patent applications and other
intellectual property rights owned by Debtor, whether or not registered with any
governmental authority, including without limitation the U.S. Copyright Office
or the U.S. Patent and Trademark Office. Debtor shall promptly notify Secured
Party in writing of Debtor's acquisition of any additional intellectual property
rights after the date hereof, or the acquisition or development of any other
intellectual property rights that (when acquired or developed) do not become
subject to a perfected security interest in favor of Secured Party. Debtor shall
submit to Secured Party a supplement to Schedule B to reflect such additional
intellectual property rights acquired or developed by Debtor (provided Debtor's
failure to do so shall not impair Secured Party's security interest therein).

                                       -5-
<PAGE>

         (l) Debtor agrees to execute and deliver to Secured Party (or authorize
Secured Party to file, in the case of (i) below, as described below in this
paragraph) such further agreements, assignments, instruments and documents, and
to do all such other things, as Secured Party may reasonably deem necessary or
appropriate to assure Secured Party its Lien hereunder, and the ability to
enforce its rights hereunder, including without limitation, (i) such financing
statements or other instruments and documents as Secured Party may from time to
time reasonably require to comply with the UCC and any other applicable law, and
(ii) such assignment agreements as Secured Party may from time to time
reasonably require with respect to the intellectual property in Section 3(j) to
comply with the filing requirements of the United States Patent and Trademark
Office and the United States Copyright Office, and (iii) such control agreements
with respect to all Deposit Accounts, Securities Accounts, Letter-of-Credit
Rights, and electronic Chattel Paper. Debtor agrees to use all commercially
reasonable efforts to cause the relevant depository institutions, financial
intermediaries, letter of credit issuers and other relevant Persons (as defined
in Section 3(o)(vii)) or entities to execute and deliver such control
agreements, as Secured Party may from time to time reasonably require. Debtor
hereby agrees that a carbon, photographic or other reproduction of this
Agreement or any such financing statement is sufficient for filing as a
financing statement by Secured Party without notice thereof to Debtor wherever
Secured Party in its sole discretion desires to file the same. Debtor hereby
authorizes Secured Party to file any and all financing statements covering the
Collateral or any part thereof as Secured Party may require, including financing
statements describing the Collateral as "all assets now or hereinafter acquired"
or "all personal property" or words of like meaning. Secured Party may order
lien searches from time to time against Debtor and the Collateral, and Debtor
shall promptly reimburse Secured Party for all reasonable costs and expenses
incurred in connection with such lien searches. In the event for any reason the
law of any jurisdiction other than New York or Delaware becomes or is applicable
to the Collateral or any part thereof, or the respective rights and/or
priorities therein, or to any of the Obligations, Debtor agrees to execute and
deliver all such instruments and documents and to do all such other things as
Secured Party deems necessary or appropriate to preserve, protect and enforce
the security interest and relative priority of Secured Party and Secured Party's
security interest under the laws of such other jurisdiction.

         (m) On failure of Debtor to perform any of the covenants and agreements
herein contained, Secured Party may, at its option, perform the same and in so
doing may expend such sums as Secured Party deems advisable in the performance
thereof, including, without limitation, the payment of any insurance premiums,
the payment of any taxes, Liens, reasonable expenditures made in defending
against any adverse claims, and all other expenditures which Secured Party may
be compelled to make by operation of law or which Secured Party may make by
agreement or otherwise for the protection of the security hereof. All such sums
and amounts so expended shall be repayable by Debtor immediately upon demand,
shall constitute additional Obligations secured hereunder, and shall bear
interest from the date said amounts are expended at the rate per annum equal to
the annual rate at which interest accrued under the Loan Agreement during the
existence of a Default (being hereinafter referred to as the "Default Rate" for
such Obligation). No such performance of any covenant or agreement by Secured
Party on behalf of Debtor, and no such advancement or expenditure therefor,
shall relieve Debtor of any default under the terms of this Agreement or in any
way obligate Secured Party to take any further or future action with respect
thereto. Secured Party in making any payment hereby

                                       -6-
<PAGE>

authorized may do so according to any bill, statement, or estimate procured from
the appropriate public office or holder of the claim to be discharged without
inquiry into the accuracy of such bill, statement, or estimate or into the
validity of any tax assessment, sale, forfeiture, tax lien, or title or claim.
Secured Party in performing any act hereunder shall be the sole judge of whether
Debtor is required to perform the same under the terms of this Agreement.

         (n) Each of the Accounts, Chattel Paper, Instruments and Documents
constituting Collateral is genuine and enforceable in accordance with its terms
against the party obligated to pay thereunder (individually, an "Account Debtor"
and collectively, the "Account Debtors").

         (o) The amount represented by Debtor to Secured Party from time to time
as owing by each of its Account Debtors to the best of Debtor's knowledge is the
correct amount actually and unconditionally owing by such Account Debtor or
Account Debtors, save and except for normal cash discounts where applicable and
a reasonable reserve for bad debts.

         (p) Unless compliance with the following covenants is waived by Secured
Party in writing or unless non-compliance with any such covenants is otherwise
consented to by Secured Party in writing, Debtor covenants and agrees that:

                  (i) it shall maintain its corporate existence in good standing
         as a Delaware corporation and shall ensure that it has, at all times,
         full power and corporate authority to carry on the activities conducted
         by it and to perform its obligations under this Agreement;

                  (ii) it shall keep the Collateral in good working order and
         condition, normal wear and tear excepted;

                  (iii) it shall not use the Collateral in violation of this
         Agreement or any other agreement relating to its Collateral or any
         policy insuring its Collateral or any applicable statute, law, by-law,
         rule, regulation, court order or ordinance;

                  (iv) it shall promptly notify Secured Party of:

                           (A) any claim, Lien or charge made or asserted
                  against any of the Collateral; and

                           (B) any suit, action or proceeding affecting any of
                  its Collateral;

         and it shall, at its own expense, defend its Collateral against any and
         all such claims, Liens, or charges and against any and all such suits,
         actions or proceedings;

                  (v) it shall give immediate written notice to Secured Party of
         any failure of Debtor in payment or performance of obligations due to
         it which may have a material adverse effect with respect to Secured
         Party's rights in its Collateral;

                  (vi) Debtor shall at all times keep, or cause to be kept,
         accurate and complete records of the Collateral as well as proper books
         of account for its business all in accordance with U.S. generally
         accepted accounting principles, consistently applied, and shall
         maintain the currency of registration of its intellectual property
         rights; and

                  (vii) it shall not change the nature of its business;
         amalgamate, combine, merge or consolidate with or into any Person, or
         change its incorporating jurisdiction, or permit

                                       -7-
<PAGE>

         all of or a substantial portion of its property to become the property
         of any other Person, whether in one or a series of transactions, and it
         shall not do any act or thing that would materially adversely affect
         its business, property, prospects or financial condition or permit any
         corporation of which it is the majority shareholder to do any of the
         foregoing. For purposes of this Agreement, a "Person" means a natural
         person or a legal person, including without limitation a trust,
         business trust, corporation, partnership, limited liability company,
         non-stock entity, or any other entity of any type.

4. SPECIAL PROVISIONS RE: RECEIVABLES.

         (a) As of the time any Receivable becomes subject to the security
interest provided for hereby and at all times thereafter, Debtor shall be deemed
to have warranted as to each and all of its Receivables that all warranties of
Debtor set forth in this Agreement are true and correct in all material respects
with respect to each such Receivable; that each of its Receivables and all
papers and documents relating thereto are genuine and in all material respects
what they purport to be; that each of its Receivables is valid and subsisting;
and that no surety bond was required or given in connection with such Receivable
or the contracts or purchase orders out of which the same arose.

         (b) If any Receivable arises out of a contract with the United States
of America or any of its departments, agencies or instrumentalities, the
relevant Debtor agrees to, at the request of Secured Party, execute whatever
instruments and documents are required by Secured Party in order that such
Receivable shall be assigned to Secured Party and that proper notice of such
assignment shall be given under the federal Assignment of Claims Act, any
successor statute or any similar statute relating to the assignment of such
Receivables.

         (c) Unless and until an default occurs and is continuing hereunder,
under the Guaranty or under any other document, agreement or instrument
involving Debtor and/or Borrower or any of their Affiliates and Secured Party
(each, an "Event of Default"), any merchandise or other goods which are returned
by a customer or account debtor or otherwise recovered may be resold by Debtor
in the ordinary course of its business as presently conducted in accordance with
Section 6(b) hereof. Upon the occurrence and during the continuation of an Event
of Default, such merchandise and other goods shall be set aside at the request
of Secured Party and held by Debtor as trustee for Secured Party and shall
remain part of the Collateral. Unless and until such an Event of Default occurs
and is continuing, Debtor may settle and adjust disputes and claims with its
customers and account debtors, handle returns and recoveries and grant
discounts, credits and allowances in the ordinary course of its business as
presently conducted for amounts and on terms which Debtor in good faith
considers advisable. Upon the occurrence and during the continuation of an Event
of Default, if Secured Party so requests, Debtor shall notify Secured Party
promptly of all returns and recoveries and, on Secured Party's request, deliver
any such merchandise or other goods to Secured Party. Upon the occurrence and
during the continuation of an Event of Default, at Secured Party's request
Debtor shall also notify Secured Party promptly of all disputes and claims and
settle or adjust them at no expense to Secured Party hereunder, but no discount,
credit or allowance other than on normal trade terms in the ordinary course of
business as presently conducted shall be granted to any customer or account
debtor and no returns of merchandise or other goods shall be accepted by Debtor
without Secured Party's consent (such consent not to be unreasonably withheld or
delayed). Secured Party may, at all

                                       -8-
<PAGE>

times upon the occurrence and during the continuation of such a default, settle
or adjust disputes and claims directly with customers or account debtors for
amounts and upon terms which Secured Party reasonably considers advisable.

         (d) All tangible Chattel Paper and Instruments shall be delivered to
Secured Party or, if Secured Party consents (which consent may be withheld in
the sole discretion of Secured Party) and subject to subsection 5(b)(i), such
Chattel Paper and Instruments may be retained by Debtor but shall thereafter
contain a legend acceptable to Secured Party indicating that such Chattel Paper
or Instrument is subject to the security interest of Secured Party contemplated
by this Agreement.

5. COLLECTION OF RECEIVABLES.

         (a) Except as otherwise provided in this Agreement, Debtor shall
collect all of its Receivables and use the same to carry on its business in
accordance with sound business practice and otherwise subject to the terms
hereof. At the request of Secured Party, Debtor shall deliver to Secured Party
all Instruments and Chattel Paper at any time constituting part of the
Receivables (including any postdated checks), upon receipt by Debtor, together
with any endorsements or assignments requested by Secured Party.

         (b) Upon the occurrence and during the continuation of an Event of
Default, whether or not Secured Party has exercised any or all of its rights
under other provisions of this Section 5, in the event Secured Party requests
Debtor to do so, Debtor shall instruct all of its customers and account debtors
to remit all payments in respect of its Receivables to a lockbox or lockboxes
under the sole custody and control of Secured Party and which are maintained at
post offices selected by Secured Party.

         (c) Upon the occurrence and during the continuation of any Event of
Default hereunder, whether or not Secured Party has exercised any or all of its
rights under other provisions of this Section 5, Secured Party or its designee
may notify Debtor's customers and account debtors at any time that Receivables
have been assigned to Secured Party or of Secured Party's security interest
therein, and either in its own name, or Debtor's name, or both, demand, collect
(including, without limitation, through a lockbox analogous to that described in
Section 5(b) hereof), receive, receipt for, sue for, compound and give
acquittance for any or all amounts due or to become due on Receivables, and in
Secured Party's discretion file any claim or take any other action or proceeding
which Secured Party may deem necessary or appropriate to protect and realize
upon the security interest of Secured Party in the Receivables. Secured Party
shall endeavor to provide contemporaneous notice of any of such actions to
Debtor with respect to its customers, but the failure to do so shall not affect
Secured Party's rights hereunder.

         (d) Any proceeds of Receivables or other Collateral transmitted to or
otherwise received by Secured Party pursuant to any of the provisions of
Sections 5(a) - 5(c) hereof during the existence of any Event of Default
hereunder may be handled and administered by Secured Party in and through a
remittance account or accounts maintained at Secured Party or by Secured Party
at a commercial bank or banks selected by Secured Party (collectively the
"Depositary Banks" and individually a "Depositary Bank"), and Debtor
acknowledges that the maintenance of such remittance accounts by Secured Party
is solely for Secured Party's convenience and that Debtor does not have any
right, title or interest in such remittance accounts or any amounts at any time

                                       -9-
<PAGE>

standing to the credit thereof. Secured Party may apply all or any part of any
proceeds of Receivables or other Collateral received by it during the existence
of any Event of Default hereunder from any source to the payment of the
Obligations (whether or not then due and payable), such applications to be made
in such amounts, in such manner and order and at such intervals as Secured Party
may from time to time in its discretion determine. Secured Party need not apply
or give credit for any item included in proceeds of Receivables or other
Collateral until the Depositary Bank has received final payment therefor at its
office in cash or final solvent credits current at the site of deposit
acceptable to Secured Party and the Depositary Bank as such. However, if Secured
Party does permit credit to be given for any item prior to a Depositary Bank
receiving final payment therefor and such Depositary Bank fails to receive such
final payment or an item is charged back to Secured Party or any Depositary Bank
for any reason, Secured Party may at its election in either instance charge the
amount of such item back against any such remittance accounts or any account of
Debtor maintained with Secured Party, together with interest thereon at the
Default Rate. Concurrently with each transmission of any proceeds of Receivables
or other Collateral to any such remittance account, upon Secured Party's
request, Debtor shall furnish Secured Party with a report in such form as
Secured Party shall reasonably require identifying the particular Receivable or
such other Collateral from which the same arises or relates. Debtor hereby
indemnifies Secured Party from and against all liabilities, damages, losses,
actions, claims, judgments, and all reasonable costs, expenses, charges and
attorneys' fees suffered or incurred by Secured Party because of the maintenance
of the foregoing arrangements; provided, however, that Debtor shall not be
required to indemnify Secured Party for any of the foregoing to the extent they
arise from the gross negligence or willful misconduct of the Person seeking to
be indemnified. Secured Party shall have no liability or responsibility to
Debtor for Secured Party or any other Depositary Bank accepting any check, draft
or other order for payment of money bearing the legend "payment in full" or
words of similar import or any other restrictive legend or endorsement
whatsoever or be responsible for determining the correctness of any remittance.

6. SPECIAL PROVISIONS FOR INVENTORY AND EQUIPMENT.

         (a) Debtor shall at its own cost and expense maintain, keep and
preserve its Inventory in good and merchantable condition and keep and preserve
its Equipment in good repair, working order and condition, ordinary wear and
tear excepted, and, without limiting the foregoing, make all necessary and
proper repairs, replacements and additions to its Equipment so that the
efficiency thereof shall be fully preserved and maintained.

         (b) Debtor may, until an Event of Default has occurred and is
continuing and thereafter until otherwise notified by Secured Party, use,
consume and sell the Inventory in the ordinary course of its business, but a
sale in the ordinary course of business shall not under any circumstance include
any transfer or sale in satisfaction, partial or complete, of a debt owing by
Debtor.

         (c) Debtor may, until an Event of Default has occurred and is
continuing and thereafter until otherwise notified by Secured Party, sell or
otherwise dispose of any Equipment to the extent permitted by this Agreement or
any other document, agreement or instrument between Debtor and Secured Party.

                                      -10-
<PAGE>

         (d) As of the time any Inventory or Equipment of Debtor becomes subject
to the security interest provided for hereby and at all times thereafter, Debtor
shall be deemed to have warranted as to any and all of such Inventory and
Equipment that all warranties of Debtor set forth in this Agreement are true and
correct with respect to such Inventory and Equipment; that all of such Inventory
and Equipment is located at, or in transit to, a Permitted Collateral Location
or at a job site where installation is to take place. Debtor warrants and agrees
that none of its Inventory is or will be consigned to any other Person or entity
without Secured Party's prior written consent.

         (e) Upon Secured Party's request, Debtor shall at its own cost and
expense cause the Lien of Secured Party in and to any portion of its Collateral
subject to a certificate of title law to be duly noted on such certificate of
title or to be otherwise filed in such manner as is prescribed by law in order
to perfect such Lien and will cause all such certificates of title and evidences
of Lien to be deposited with Secured Party.

         (f) Except for Equipment from time to time located on the Real Property
or subject to a mortgage, deed of trust or other like instrument in favor of
Secured Party, none of the Equipment is or will be attached to real estate in
such a manner that the same may become a fixture.

         (g) If any of the Inventory is at any time evidenced by a document of
title, such document shall be promptly delivered by Debtor to Secured Party.

7. SPECIAL PROVISIONS FOR INVESTMENT PROPERTY AND DEPOSITS.

         (a) Unless and until an Event of Default has occurred and is continuing
and thereafter until notified to the contrary by Secured Party pursuant to
Section 9(c) hereof:

                  (i) Debtor shall be entitled to exercise all voting and/or
         consensual powers pertaining to its Investment Property or any part
         thereof, for all purposes not inconsistent with the terms of this
         Agreement and any document, agreement or instrument evidencing or
         relating to any Obligation; and

                  (ii) Debtor shall be entitled to receive and retain all cash
         dividends paid upon or in respect of its Investment Property. Stock or
         other non-cash proceeds of Investment Property shall be delivered to
         Secured Party immediately upon receipt by Debtor.

         (b) Debtor shall not sell all or any part of the Investment Property
without the prior written consent of Secured Party (which consent may be
withheld in Secured Party's sole discretion).

8. POWER OF ATTORNEY. In addition to any other powers of attorney contained
herein, Debtor hereby appoints Secured Party, its nominee, or any other Person
whom Secured Party may designate as Debtor's attorney-in-fact, with full power
after the occurrence of any Event of Default, to sign Debtor's name on
verifications of Receivables and other Collateral; to send requests for
verification of Collateral to other parties; to endorse Debtor's name on any
checks, notes or other Instruments that may come into Secured Party's
possession; to endorse the Collateral in blank or to the order of Secured Party
or its nominee; to sign Debtor's name on any invoice or bill of lading relating
to any Collateral, on claims to enforce collection of any Collateral, on notices
to and drafts against customers and account debtors and other obligors, on

                                      -11-
<PAGE>

schedules and assignments of Collateral, on notices of assignment and on public
records; to notify the post office authorities to change the address for
delivery of Debtor's mail to an address designated by Secured Party; to receive,
open and dispose of all mail addressed to Debtor; and to do all things necessary
to carry out and enforce its rights under this Agreement. Secured Party shall
endeavor to provide contemporaneous notice of any of such actions to Debtor, but
the failure to do so shall not affect Secured Party's rights hereunder. Debtor
hereby ratifies and approves all acts of any such attorney and agrees that
neither Secured Party nor any such attorney will be liable for any acts or
omissions nor for any error of judgment or mistake of fact or law other than
such Person's gross negligence or willful misconduct. Secured Party may file one
or more financing statements disclosing its security interest in any or all of
the Collateral without Debtor's signature appearing thereon, and Debtor also
hereby grants Secured Party a power of attorney to execute any such financing
statements, or amendments and supplements to financing statements, on behalf of
Debtor without notice thereof to any Debtor. The foregoing powers of attorney,
being coupled with an interest, are irrevocable until the Obligations have been
fully and indefeasibly paid and satisfied.

9. DEFAULTS AND REMEDIES.

         (a) Upon the occurrence and during the continuation of any Event of
Default, Secured Party shall have, in addition to all other rights provided
herein or by law, the rights and remedies of a secured party under the UCC
(regardless of whether the UCC is the law of the jurisdiction where the rights
or remedies are asserted and regardless of whether the UCC applies to the
affected Collateral). Furthermore, Secured Party may, without demand and without
advertisement, notice, hearing or process of law, all of which Debtor hereby
waives to the maximum extent permitted by applicable law, at any time or times,
sell and deliver any or all Collateral held by or for it at public or private
sale, at any securities exchange or broker's board or at Secured Party's office
or elsewhere, for cash, upon credit or otherwise, at such prices and upon such
terms as Secured Party deems advisable, in its sole discretion. Upon the
occurrence and during the continuation of any Event of Default, in addition to
any other right or remedies set forth herein or by applicable law, Secured Party
may by written demand direct any securities intermediary, commodities
intermediary, or other financial intermediary at any time holding any Investment
Property, or any issuer thereof, to deliver such Collateral, or any part
thereof, to Secured Party and/or liquidate such Collateral, or any part thereof,
and deliver the proceeds thereof to Secured Party. In the exercise of any such
remedies, Secured Party may sell the Collateral as a unit even though the sales
price thereof may be in excess of the amount remaining unpaid on the
Obligations. In addition to all other sums due Secured Party hereunder, Debtor
shall pay Secured Party all costs and expenses incurred by Secured Party,
including reasonable attorneys' fees and court costs, in obtaining, liquidating
or enforcing payment of Collateral or the Obligations or in the prosecution or
defense of any action or proceeding by or against Secured Party or any Debtor
concerning any matter arising out of or connected with this Agreement, the
Collateral, the Loan Documents or any other document, agreement or instrument
between Debtor and Secured Party, including, without limitation, any of the
foregoing arising in, arising under or related to a case under the United States
Bankruptcy Code (or any successor statute). Any requirement of reasonable notice
shall be met if such notice is personally served on or mailed, postage prepaid,
to Debtor in accordance with Section 13(b) hereof at least 10 days before the
time of sale or other event giving rise to the requirement of such notice;
provided, however, no notification need be given to Debtor if Debtor has signed,
after an Event of Default hereunder

                                      -12-
<PAGE>

has occurred, a statement renouncing any right to notification of sale or other
intended disposition. Secured Party shall not be obligated to make any sale or
other disposition of the Collateral regardless of notice having been given. To
the maximum extent permitted under applicable law, Debtor hereby waives all of
its rights of redemption from any such sale. Secured Party may postpone or cause
the postponement of the sale of all or any portion of the Collateral by
announcement at the time and place of such sale, and such sale may, without
further notice, be made at the time and place to which the sale was postponed or
Secured Party may further postpone such sale by announcement made at such time
and place. In the event any of the Collateral shall constitute restricted
securities within the meaning of any applicable securities laws, any disposition
thereof in compliance with such laws shall not render the disposition
commercially unreasonable. Secured Party has no obligation to prepare the
Collateral for sale. Secured Party may sell or otherwise dispose of the
Collateral without giving any warranties as to the Collateral or any part
thereof, including disclaimers of any warranties of title or merchantability and
the like, and Debtor acknowledges and agrees that the absence of such warranties
shall not render the disposition commercially unreasonable.

         (b) Without in any way limiting the foregoing, upon the occurrence and
during the continuation of any Event of Default hereunder, Secured Party shall
have the right, in addition to all other rights provided herein or by law, to
take physical possession of any and all of the Collateral and anything found
therein, the right for that purpose to enter without legal process any premises
where the Collateral may be found (provided such entry be done lawfully, without
breach of the peace and without abridgment of applicable contractual
restrictions), and the right to maintain such possession on Debtor's premises
(Debtor hereby agreeing, to the extent it may lawfully and without abridgment of
applicable contractual restrictions do so, to lease such premises without cost
or expense to Secured Party or its designee if Secured Party so requests) or to
remove the Collateral or any part thereof to such other places as Secured Party
may desire. Upon the occurrence and during the continuation of any Event of
Default hereunder, Secured Party shall have the right to exercise any and all
rights with respect to all Deposit Accounts of Debtor, including, without
limitation, the right to direct the disposition of the funds in each Deposit
Account and to collect, withdraw and receive all amounts due or to become due or
payable under each such Deposit Account. Upon the occurrence and during the
continuation of any Event of Default hereunder, Debtor shall, upon Secured
Party's demand, promptly assemble the Collateral and make it available to
Secured Party at a place designated by Secured Party. If Secured Party exercises
its right to take possession of the Collateral, Debtor shall also at its expense
perform any and all other steps requested by Secured Party to preserve and
protect the security interest hereby granted in the Collateral, such as placing
and maintaining signs indicating the security interest of Secured Party,
appointing overseers for the Collateral and maintaining Collateral records.

         (c) Without in any way limiting the foregoing, and in addition to and
not in limitation of the pledges referred to in Section 7 hereof, upon the
occurrence and during the continuation of any Event of Default at any time when
any Obligation is, or has been declared to be, due and payable, all rights of
Debtor to exercise the voting and/or consensual powers which it is entitled to
exercise pursuant to Section 7(a)(i) hereof and/or to receive and retain the
distributions which it is entitled to receive and retain pursuant to Section
7(a)(ii) hereof, shall, at the option of Secured Party, cease and thereupon
become vested in Secured Party, which, in addition to all

                                      -13-
<PAGE>

other rights provided herein or by law, shall then be entitled solely and
exclusively to exercise all voting and other consensual powers pertaining to the
Investment Property (including, without limitation, the right to deliver notice
of control with respect to any Investment Property held in a securities account
or commodity account) and deliver all entitlement orders with respect thereto
and/or to receive and retain the distributions which Debtor would otherwise have
been authorized to retain pursuant to Section 7(a)(ii) hereof and shall then be
entitled solely and exclusively to exercise any and all rights of conversion,
exchange or subscription or any other rights, privileges or options pertaining
to any Investment Property as if Secured Party were the absolute owner thereof
including, without limitation, the rights to exchange, at its discretion, any
and all of the Investment Property upon the merger, consolidation,
reorganization, recapitalization or other readjustment of the respective issuer
thereof or upon the exercise by or on behalf of any such issuer or Secured Party
of any right, privilege or option pertaining to any Investment Property and, in
connection therewith, to deposit and deliver any and all of the Investment
Property with any committee, depositary, transfer agent, registrar or other
designated agency upon such terms and conditions as Secured Party may determine.

         (d) Without in any way limiting the foregoing, Debtor hereby grants to
Secured Party a royalty-free irrevocable license and right to use all of
Debtor's patents, patent applications, patent licenses, trademarks, trademark
registrations, trademark licenses, trade names, trade styles, and similar
intangibles in connection with any foreclosure or other realization by Secured
Party on all or any part of the Collateral to the extent permitted by law (to
the extent not prohibited by the terms of the contracts creating Debtor's rights
in the foregoing). The license and right granted Secured Party hereby shall be
without any royalty or fee or charge whatsoever.

         (e) Failure by Secured Party to exercise any right, remedy or option
under this Agreement or any other document, agreement or instrument between
Debtor and Secured Party or provided by law, or delay by Secured Party in
exercising the same, shall not operate as a waiver; and no waiver shall be
effective unless it is in writing, signed by the party against whom such waiver
is sought to be enforced and then only to the extent specifically stated.
Neither Secured Party, nor any party acting as attorney for Secured Party, shall
be liable hereunder for any acts or omissions or for any error of judgment or
mistake of fact or law other than and to the extent of their gross negligence or
willful misconduct. The rights and remedies of Secured Party under this
Agreement shall be cumulative and not exclusive of any other right or remedy
which Secured Party may have.

         (f) Supremacy Clause. By its acceptance hereof, Secured Party
acknowledges that its rights and remedies hereunder are subject to the Senior
Loan, as set forth in the Intercreditor Agreement.

10. APPLICATION OF PROCEEDS. The proceeds of the Collateral at any time received
by Secured Party upon the occurrence and during the continuation of any Event of
Default shall, when received by Secured Party in cash or its equivalent, be
applied by Secured Party in reduction of, or held as collateral security for,
the Obligations, in the order set forth in the Loan Agreement. Debtor shall
remain liable to Secured Party for any deficiency. Any surplus remaining after
the full payment and satisfaction of the Obligations shall be returned to
Secured Party or to whomsoever it designates.

                                      -14-
<PAGE>

11. CONTINUING AGREEMENT. This Agreement shall be a continuing agreement in
every respect and shall remain in full force and effect until all of the
Obligations, both for principal and interest, have been fully and indefeasibly
paid and satisfied. Upon such termination of this Agreement, Secured Party
shall, upon the request and at the expense of Debtor, forthwith release its
security interest hereunder.

12. MISCELLANEOUS.

         (a) This Agreement cannot be changed or terminated orally. This
Agreement shall create a continuing Lien on the Collateral and shall be binding
upon Debtor, its successors and assigns and shall inure, together with the
rights and remedies of Secured Party hereunder, to the benefit of Secured Party
and its successors and permitted assigns; provided, however, that Debtor may not
assign its rights or delegate its duties hereunder without Secured Party's prior
written consent, which may be withheld in Secured Party's sole discretion.
Without limiting the generality of the foregoing, and subject to the provisions
of any document, agreement or instrument between Debtor and Secured Party,
Secured Party may assign or otherwise transfer any indebtedness held by it
secured by this Agreement to any other Person, and such other Person shall
thereupon become vested with all the benefits in respect thereof granted to such
Secured Party herein or otherwise.

         (b) Any notice, report, demand, approval or other instrument authorized
or required by this Agreement to be given or furnished shall be in writing and
shall be deemed given or furnished when given or furnished as set forth in the
Loan Agreement.

         (c) In the event that any provision hereof shall be deemed to be
invalid or unenforceable by reason of the operation of any law or by reason of
the interpretation placed thereon by any court, this Agreement shall be
construed as not containing such provision, but only as to such jurisdictions
where such law or interpretation is operative, and the invalidity or
unenforceability of such provision shall not affect the validity of any
remaining provisions hereof, and any and all other provisions hereof which are
otherwise lawful and valid shall remain in full force and effect.

         (d) The Lien herein created and provided for stand as direct and
primary security for the Obligations arising under or otherwise relating to the
Guaranty and any of the other Obligations secured hereby. Debtor acknowledges
that the Lien hereby created and provided are absolute and unconditional and
shall not in any manner be affected or impaired by any acts of omissions
whatsoever of Secured Party or any other holder of any Obligations, and without
limiting the generality of the foregoing, the Lien hereunder shall not be
impaired by any acceptance by Secured Party of any other security for (or
guarantors upon) any of the Obligations or by any failure, neglect or omission
on the part of Secured Party or any other holder of any Obligations to realize
upon or protect any of the Obligations or any collateral or security therefor
(including, without limitation, impairment of collateral or failure to perfect
security interest in collateral). The Lien granted herein shall not in any
manner be impaired or affected by (and Secured Party, without notice to anyone,
is hereby authorized to make from time to time) any surrender, compromise,
settlement, release, renewal, extension, indulgence, alteration, substitution,
exchange, change in or modification, or any pledge, sale or other disposition of
any of the Obligations or of any collateral or security therefor, or of any
guaranty thereof, or of any instrument or agreement setting forth the terms and
conditions pertaining to any of the foregoing

                                      -15-
<PAGE>

until the Obligations have been fully paid and satisfied. Furthermore, all of
the waivers set forth in the Guaranty are hereby incorporated herein by
reference. In order to realize hereon and to exercise the rights granted Secured
Party hereunder and under applicable law, there shall be no obligation on the
part of Secured Party or any other holder of any Obligations at any time to
first resort for payment to resort to any particular collateral, security,
property, Liens or any other rights or remedies whatsoever, or any guaranty, and
Secured Party shall have the right to enforce this Agreement against Debtor or
any of its Collateral irrespective of whether or not other proceedings or steps
seeking resort to or realization upon or from any of the foregoing are pending.

         (e) This Agreement may be executed in any number of counterparts and by
different parties hereto on separate counterpart signature pages, each
constituting an original, but all together one and the same agreement.

         (f) This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New YORK, without regard to conflicts of laws
principles (other than Section 5-1401 of the New York General Obligation Laws).
The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning of any provision hereof.

         (g) Jurisdiction; Waiver of Jury Trial; etc.

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

                  ii. Provided that service of process is effected upon Debtor
         or Secured Party in one of the manners hereafter specified or as
         otherwise permitted by law, Debtor and (by its acceptance hereof)
         Secured Party irrevocably waives, to the fullest extent permitted by
         law, and agrees not to assert, by way of motion, as a defense or
         otherwise (i) any objection which it may have or may hereafter have to
         the laying of the venue of any such suit, action or proceeding brought
         in any court which is mentioned in this section or (ii) any claim that
         any such suit, action or proceeding brought in such a court has been
         brought in an inconvenient forum. Provided that service of process is
         effected upon Debtor in one of the manners specified in this section or
         as otherwise permitted by law, Debtor agrees that any final judgment
         from which Debtor has not or may not appeal or further appeal in any
         such suit, action or proceeding brought in such a

                                      -16-
<PAGE>

         court shall be conclusive and binding upon Debtor and may, so far as is
         permitted under the applicable law, be enforced in any domestic or
         foreign courts to the jurisdiction of which Debtor is subject.

                  iii. Debtor and (by its acceptance hereof) Secured Party
         hereby consents to process being served in any suit, action or
         proceeding relating to this Agreement either by (i) the mailing of a
         copy thereof by registered or certified mail, postage prepaid, return
         receipt requested, to Debtor and Secured Party, as applicable, at the
         address referenced in Section 12(b) hereof or (ii) personal delivery of
         a copy thereof to Debtor and Secured Party, as applicable, on a
         Business Day at the address referenced in Section 12(b) hereof.

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

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

             [The remainder of this page intentionally left blank.]


                                      -17-
<PAGE>

         IN WITNESS WHEREOF, the undersigned has caused this Security Agreement
to be duly executed and delivered as of the date first above written.



                                        DEBTOR:

                                        ADSERO CORP.

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



                                      -18-
<PAGE>
                                   SCHEDULE A

                        CORPORATE INFORMATION/ LOCATIONS


   NAME OF DEBTOR,
  FEDERAL TAX I.D.
    NUMBER, AND
       STATE                                      ADDITIONAL
   IDENTIFICATION      CHIEF EXECUTIVE            PLACE OF      JURISDICTION OF
       NUMBER)             OFFICE                 BUSINESS       ORGANIZATION
 ------------------    -----------------------    ----------    ---------------

 ADSERO CORP.          2085 Hurontario Street,
 EIN:  65-0602729      Suite 300, Mississauga,
 Delaware Corp. No.    Ontario
 2517749               L5A 4G1                                     Delaware




                                      -19-
<PAGE>
                                   SCHEDULE B

                          INTELLECTUAL PROPERTY RIGHTS

                                      NONE



                                      -20-

</TEXT>
</DOCUMENT>
</SUBMISSION>
