                                                                    EXHIBIT 10.3
                                                                    ------------

                            SHARE PURCHASE AGREEMENT

                                     between

                                    Turbon AG
                                  Ruhrdeich 10
                                D-45525 Hattingen
                           (in the following "SELLER")

                                       and

                                  Adsero Corp.
                               2101 Nobel Street,
                     Sainte Julie, Quebec, Canada, J3E 1Z8,
                              and or its designate,
                         (in the following "PURCHASER")


                             SECTION 1 SHAREHOLDING

1.1      The SELLER is the owner of 400,000 Shares (in the following "SHARES")
         of Turbon International Aktiengesellschaft (in the following
         "COMPANY"). This corresponds to 9.928 % of the share capital of the
         COMPANY.

1.2      The share capital of the COMPANY is EURO 10,299,974.95 and is divided
         into 4,029,000 shares. The COMPANY has its corporate seat at Hattingen,
         Germany and is registered in the commercial register of the Essen local
         court under HRB 15780. The shares are listed for regulated trading at
         the Dusseldorf and Frankfurt stock exchange.


                            SECTION 2 SALE OF SHARES

2.1      Upon payment of the purchase price for the SHARES

      a. the SELLER sells the SHARES to the PURCHASER with all related rights,
         titles, and interests including the right to any unpaid dividends and

      b. will deliver to the PURCHASER the SHARES on the same day as the payment
         in full has been received.

2.2      The purchase price is US$ 14.00 (in words: US DOLLAR fourteen) per
         share. Accordingly the total purchase price is US$ 5,600,000.00 (in
         words: US DOLLAR fivemillionsixhundredthousand). The PURCHASER agrees
         to pay the purchase price as follows:

         a) $1,001,000 (US Dollar one million) upon signing of this agreement

         b) $4,599,000 (US Dollar four million five hundred ninety-nine
            thousand) on or before July 29, 2005

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         All payments will be made to SELLER'S account no. 2813517 at
         Commerzbank AG Wuppertal, Bank Code 330 400 01, Swift Code COBADEFF330.

2.3.1    On or before the payment in 2.2(a) above, the Seller and the Purchaser
         will have obtained from each of Holger Brueckmann-Turbon, NCR, and
         Capiton AG, respectively the three largest shareholders of the COMPANY,
         an irrevocable letter stating that each applicable shareholder agrees
         to tender all of the COMPANY'S shares held by themselves, or any
         related entity, upon the formal takeover offer by the Purchaser for
         US$14.00 in cash with the additional option for a combination of cash
         and stock of the Purchaser.

                    SECTION 3 REPRESENTATIONS AND WARRANTIES

The SELLER guarantees that

3.1      The SELLER is the sole owner of the SHARES; the seller is under no
         restrictions of disposal; the SHARES are not encumbered with rights ad
         rem or obligatory rights of third parties (in particular liens,
         usufruct, transfer of title for providing security, options etc.) nor
         are otherwise the object of company law arrangements outside the
         statutes of the COMPANY (e.g. sub-participation) and are not being held
         in trust on behalf of third parties; and

3.2      no agreements exist to which the SELLER is a party under which the
         approval or other cooperation of third parties in this Agreement is
         required according to which the transfer of SHARES has to be notified
         to third parties and/or the transfer would cause any legally
         detrimental consequences for the COMPANY, in particular terminations of
         contracts.


3.4.     Accrual for restructuring expenses

      a. SELLER knows that PURCHASER plans to make an offer to all shareholders
         of the COMPANY for the takeover of their shares with the goal to
         acquire the majority of the COMPANY. In the course of the Due Diligence
         audit to the planned takeover the SELLER informed the PURCHASER about
         planned restructuring measures the COMPANY is going to proceed at their
         subsidiaries in the Netherlands, Denmark, Finland and Sweden.

      b. This said, it is another condition of the PURCHASER, connected to the
         purchase of the SHARES, that the SELLER has to ensure, that for all
         anticipated cost resulting from the restructuring measures SELLER will
         form sufficient accruals, using a portion of the total purchase price
         (Section 2.2), in the consolidated balance sheet of the COMPANY at the
         day of the purchase of the shares and by this there will be no negative
         impact financially or in regard to the balance sheet for the PURCHASER
         after the takeover of the majority due to the mentioned restructuring
         measures.

      c. The SELLER agrees to use a portion of the purchase price to finance the
         cost of the mentioned restructuring measures and according to this will
         at the day of the sale form an accrual for restructuring measures in
         the consolidated balance sheet of the COMPANY in an amount of EURO
         2,000,000.00 (in words: EURO two million).

There will be no other representations and warranties.

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                             SECTION 4 MISCELLANEOUS

4.1      All agreements and understandings with respect to this Agreement, in
         particular such which supplement or change this Agreement, must be in
         writing in order to be valid. Also the waiver of this written form
         requirement must be in writing.

4.2      Should individual provisions of this Agreement be or become invalid,
         the validity of the remaining provisions shall not be effected thereby.
         The invalid provision shall be replaced by a valid provision which
         equals or approximates the intention and purpose of the invalid
         provision. The same shall apply if during the implementation of this
         Agreement a gap which requires an amendment becomes evident.

4.3      Each party shall bear the costs incurred by it in connection with this
         Agreement, including fees and costs of their attorneys and tax
         advisors.

4.4      This Agreement shall be subject to the law of the Federal Republic of
         Germany and the parties consent to the jurisdiction of German courts.

4.5      Any notices needed to be made under this agreement shall be sent to the
         following addresses:

                Seller
         Turbon AG, Ruhrdeich 10, D-45525 Hattingen, Germany
         Fax # 49 (0) 23 24/504-156
         Attention: Mr. Holger Brueckmann- Turbon

                Purchaser
         Adsero Corp., 2101 Nobel Street, Sainte Julie, Quebec, Canada, J3E 1Z8,
         Fax # 416-467-7173
         Attention: William Smith, CFO, Adsero Corp.


Signed and agreed to as of the date outlined below.


Hattingen - June 22, 2005                     Hattingen - June 22, 2005
------------------------                      -------------------------
Place, Date                                   Place, Date


H. Brueckmann Turbon - CEO
M. Pages - Executive Board Member             William M. Smith - CFO
---------------------------------             -----------------------
Name and title                                Name and title


/s/ Holger Brueckmann Turbon
----------------------------
/s/ Michael Pages                             /s/ William M. Smith
-----------------                             --------------------
Signature                                     Signature
Turbon AG                                     Adsero Corp.

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