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<CONFORMED-NAME>ADSERO CORP
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<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
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<FORMER-CONFORMED-NAME>REINK CORP
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<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8-k.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): JUNE 22, 2005
                                                           -------------

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


           Delaware                      0-31040                 65-0602729
 ----------------------------          ------------         -------------------
 (State or other jurisdiction          (Commission          (I.R.S. Employer of
        incorporation)                 File Number)         Identification No.)


      2101 N. Nobel Street, Sainte Julie, Quebec                 J3E 1Z8
      ------------------------------------------                ----------
      (Address of principal executive offices)                  (Zip Code)


                                 (450) 922-5689
          ------------------------------------------------------------
          922-5689(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:

[ ] 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 1 - REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Strategic Supply Agreement
--------------------------

Effective June 22, 2005 we entered into a Strategic Supply Agreement (the
"Agreement") with Turbon AG ("Turbon"), a leading global imaging supply company
specializing in the remanufacture of laser cartridges. Pursuant to the
Agreement, Turbon will become a strategic supplier of remanufactured laser toner
cartridges for us at prices that will be competitive in the market place for
such products and that will be lower than prices offered by Turbon to other
third party customers for similar products under similar conditions. In
consideration therefor, we will give preferred vendor status to Turbon and will
give preference to ordering products from Turbon over competitive products of
third parties as long as Turbon's product quality meets our specifications.

The Agreement runs through December 31, 2008 and is subject to early termination
and renewal provisions.

Loan Agreement with Loewen, Ondaatje, McCutcheon Limited
--------------------------------------------------------

Effective June 22, 2005 we entered into an agreement (the "Agreement") with
Loewen, Ondaatje, McCutcheon Limited ("LOM"), an investment banking firm.
Pursuant to the Agreement, LOM loaned us $1,001,000 on June 22, 2005 for the
specific purpose of allowing us to purchase issued and outstanding shares of
Turbon AG. The term of the loan is the one year period that commenced on June
22, 2005. Interest accrues on the outstanding amount of the loan at the rate of
10% compounded semi-annually, and is payable quarterly commencing September 1,
2005. As partial consideration for entering into the Agreement, we have agreed
to issue to LOM, as soon as practicable, 100,000 common stock purchase warrants,
each exercisable for the purchase of one share of our common stock at a price of
$1.50 per share during the 30 month period following issuance.

In connection with the Agreement, we intend to enter into a Placement Agent
Agreement with LOM pursuant to which LOM will use its best efforts to sell
equity securities of ours. The proceeds from the private placement will be used
to repay principal and interest due under the loan. No assurance can be given
that the intended private placement will be successfully completed. In the event
(i) the private placement is not completed by August 15, 2005 as the result of
any due diligence issues that may arise upon LOM's review of us; or (ii) any of
the events specified in the Agreement occur including:

   o  our failure to pay any amounts payable under the loan when due;

   o  our sale of all or substantially all of our assets;

   o  our issuance of any equity or debt securities, other than pursuant to
      instruments outstanding on the date of the Agreement, without the consent
      of LOM;

   o  our failure to apply the funds provided under the loan for purchase of
      shares in Turbon;

   o  our becoming an insolvent;

                                        2
<PAGE>

   o  our borrowing of any further funds; or

   o  our failure to immediately issue to LOM the units issuable to LOM upon the
      conversion of the loan, if applicable, in the manner described in the
      Agreement then:

LOM shall have the option, but not the obligation, to convert the outstanding
principal and accrued interest under the loan into units of ours at a conversion
rate of one unit for each $0.50 of principal or accrued interest outstanding.
Each unit shall consist of one share of our common stock and one common share
purchase warrant. Each warrant will entitle LOM to purchase an additional share
of our common stock at a price of $1.50 per common share during the three year
period following issuance of the warrants. Alternatively, in the event that any
of the events in (ii) above take place, LOM may declare the entire balance of
the principal and interest outstanding to be immediately due and payable.

The Agreement further provides that in the event we raise any funds pursuant to
an equity or debt offering during the term of the Agreement, that we must apply
the proceeds from such offering to the repayment of principal and interest then
due under the loan.

Share Purchase Agreement
------------------------

Effective June 22, 2005 we entered into a Share Purchase Agreement (the
"Agreement") with Turbon AG ("Turbon") pursuant to which we agreed to purchase
400,000 Turbon shares from Turbon's treasury at a purchase price of $14 per
share or an aggregate of $5,600,000 (the "Purchase Price"). On June 23, 2005 we
paid Turbon $1,001,000 of the Purchase Price. The $4,599,000 balance of the
Purchase Price is due on or before July 29, 2005. The Agreement further provides
that prior to the $4,599,000 payment, the parties will obtain irrevocable
agreements from Turbon's three largest shareholders, with aggregate holdings of
2,509,000 Turbon shares, in which each of the shareholder's will agree to sell
all of the Turbon shares owned by them or affiliated entities to us, upon a
formal takeover offer by us, at a price of $14 per share in cash or a
combination of cash and stock. The required agreements have been obtained. See
"Agreements With Certain Turbon Shareholders" below. The 400,000 shares
represent 9.928% of Turbon's outstanding share capital consisting of 4,029,000
shares. The Share Purchase Agreement is part of our larger plan to acquire all
or a majority of Turbon's outstanding shares. The closing and completion of any
such transaction will be subject to certain conditions including but not limited
to, completion of further due diligence, raising of necessary funds to close the
transaction, and the approval of Turbon's shareholders.

Agreements With Certain Turbon AG Shareholders
----------------------------------------------

On June 21, 2005 and June 22, 2005 we entered into stock purchase agreements
(the "Agreements") with each of NCR Corporation, Holger Brueckmann - Turbon and
Gothaer Lebensversicherung AG (collectively the "Vendors"). Pursuant to the
Agreements, the Vendors have agreed to sell to us an aggregate of 2,509,000
shares of Turbon AG capital stock owned by them (the "Vendor Shares") in the
event we submit a public offer for the acquisition of the Vendor Shares in
accordance with the terms of the Securities Acquisition and Takeover Act, to
which Turbon is subject, by September 30, 2005. The purchase price for the
Vendor Shares, which is payable in cash or a combination of cash and stock, will
have a value of at least $14 per vendor share. Under the Agreements, we are not
required to submit an offer to purchase the Vendor Shares or any other Turbon
shares.

                                        3
<PAGE>

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

EXHIBITS                          DESCRIPTION

10.1        Strategic Supply Agreement effective as of June 22, 2005 between
            Registrant and Turbon AG.

10.2        Letter Agreement dated June 22, 2005 between Registrant and Loewen,
            Ondaatje, McCutcheon Limited.

10.3        Share Purchase Agreement dated as of June 22, 2005 between
            Registrant and Turbon AG.

10.4        Letter Agreement dated June 22, 2005 between Registrant and NCR
            Corporation (on behalf of NCR Gmbh)

10.5        Letter Agreement dated as of June 21, 2005 between Registrant and
            Holger Brueckmann-Turbon.

10.6        Letter Agreement dated as of June 21, 2005 between Registrant and
            Gothaer Lebensversicherung AG.


                                    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:   June 27, 2005                  By: /s/ William Smith
                                            -----------------
                                            Name: William Smith
                                            Title: Secretary, Treasurer,
                                                   Chief Financial Officer


                                        4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex_10-1.txt
<DESCRIPTION>STRATEGIC SUPPLY AGREEMENT - TURBON AG
<TEXT>
                                                                    EXHIBIT 10.1
                                                                    ------------

ADSERO - TURBON STRATEGIC SUPPLY AGREEMENT
------------------------------------------

Adsero - Turbon Strategic Supply Agreement ("Agreement") effective June 22nd,
2005 ("Effective Date") between Turbon AG, Ruhrdeich 10, D-45525 Hattingen,
Germany ("Turbon"), and Adsero Corporation, 2101 Nobel Street, Sainte Julie,
Quebec, J3E 1Z8, Canada ("Adsero").

PREAMBLE

Adsero currently, through its wholly owned subsidiary Technolaser, sells app.
50,000 remanufactured laser toner cartridges ("Products") to its customer base.
These Products are partially produced in Technolaser's manufacturing facilities
in Montreal, Canada and partially procured from several external sources in
North America and Asia.

Turbon is a manufacturer of imaging supplies with remanufacturing of laser
cartridges being its core competence. Turbon operates manufacturing facilities
in Asia, Europe and North America.

1.    COOPERATION

      1.1.  Turbon will become the strategic supplier of Adsero for
            remanufactured laser toner cartridges and will supply Adsero with
            prices which will be a) lower than the prices quoted to any other
            third party customer of Turbon for the same product under the same
            conditions, and b) competitive in the market place.

      1.2.  Adsero in exchange agrees to give Turbon preferred vendor status,
            which means that Adsero will give preference to ordering Products
            from Turbon over competitive Products from any other third party as
            long as product quality meets Adsero specifications. The mutual goal
            of the parties is to replace all current vendors of Adsero and
            transfer in-house production from Adsero to Turbon where it makes
            economic sense.

      1.3.  The parties will also co-operate in other areas such being New
            Product Development, Quality Control Systems, Empty Cartridge
            Collections, Logistics etc.

2.    TERM AND TERMINATION

      2.1.  This Agreement will continue for an initial term starting as of the
            Effective Date and ending on December 31st 2008, and will
            automatically renew and continue thereafter for an indefinite period
            of time until notice of termination is given by Adsero or Turbon at
            least one hundred eighty (180) days prior to such termination date,
            to the other party.

      2.2.  This Agreement may also be terminated by mutual written agreement.

                                        1
<PAGE>

3.    PRICES AND PAYMENT

      3.1.  Prices for the Products are set forth on Exhibit A.

      3.2.  Turbon will continue throughout the term of this Agreement to reduce
            costs for all Products. Adsero and Turbon will conduct semi annually
            pricing review meetings in which Turbon will discuss with Adsero
            cost reductions accomplished and possible price reductions based on
            such cost reductions.

      3.3.  Payment terms are 100 days f.o.b. shipping point



ADSERO                                  TURBON

By:    /s/ William Smith                By: /s/ Holger Brueckmann-Turbon
       -----------------                    ----------------------------

Name:  William Smith                    Name: Holger Brueckmann-Turbon

Title: CFO                              Title: CEO

Date:  June 22, 2005                    Date: June 22, 2005


                                        2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex_10-2.txt
<DESCRIPTION>LETTER AGREEMENT - LOEWEN, ONDAATJE, MCCUTCHEON
<TEXT>
                                                                    EXHIBIT 10.2
                                                                    ------------

              (Letterhead of Loewen, Ondaatje, McCutcheon Limited)

June 22, 2005

Adsero Corp.
2101 Nobel Street
Sainte-Julie, Quebec
J3E 1Z8

ATTENTION: MR. WILLIAM SMITH

Dear Gentlemen:

Based on the information previously provided to Loewen, Ondaatje, McCutcheon
Limited ("LOM") by Adsero Corp. ("Adsero"), which Adsero warrants is true,
correct and complete in every respect, LOM is willing to make a loan to Adsero
in the amount of US$1,001,000 (the "Loan"). The purpose of the Loan is to permit
Adsero to purchase 10% of the issued and outstanding shares of Turbon AG.

This is a binding letter agreement in respect of the terms and conditions of the
Loan. The term (the "Term") of this letter agreement and of the Loan shall be
one year from the date of the advance to Adsero under the Loan. Interest shall
accrue on the amounts outstanding under the Loan at a rate of 10% compounded
semi-annually. Interest shall begin accruing immediately upon the date of the
advance hereunder and shall be payable on a quarterly basis, beginning on
September 1, 2005. The outstanding principal, in addition to any interest
thereon accrued but not yet paid, shall be due and payable by Adsero to LOM at
the expiry of the Term, or sooner in certain circumstances described below.

As partial consideration for the entering into of this letter agreement, Adsero
shall as soon as possible after the date hereof issue to LOM 100,000 common
share purchase warrants, each warrant entitling LOM to purchase one common share
of Adsero at a price of US$1.50 per share during the 30 month period following
issuance of the warrants.

In the event that either (i) LOM is unable to market and successfully place the
current proposed private placement of securities by Adsero with investors by
August 15, 2005 as the result of any due diligence issues that may arise during
its review of Adsero, or (ii) any of the events set out below in paragraphs (a)
to (g) occur, LOM shall have the option, but not the obligation, to convert
immediately the outstanding principal and accrued interest under the Loan into
units of Adsero ("Units") at a conversion rate of one Unit for each US$0.50 of
principal and/or accrued interest outstanding. Each Unit shall consist of one
common share of Adsero and one common share purchase warrant (a "Warrant"). Each
Warrant shall entitle LOM to purchase an additional common share of Adsero at a
price of US$1.50 per common share during the three year period following
issuance of the Warrants.

                                        1
<PAGE>

In the event that Adsero raises any funds pursuant to an equity or debt offering
during the Term, Adsero shall apply the proceeds from such offering to repay
immediately the principal and unpaid interest under the Loan.

LOM may immediately declare the entire balance of the principal outstanding
under the Loan, plus all interest thereon, as immediately due and payable
without the necessity for any notice of acceleration if any one of the following
events shall have occurred:

(a)   Adsero fails to pay any amounts payable under the Loan when due;

(b)   Adsero sells all or substantially all of its assets;

(c)   Adsero issues and equity or debt securities other than pursuant to
      instruments outstanding on the date hereof, without the consent of LOM;

(d)   Adsero fails to apply the funds provided under the loan for purchase of a
      10% interest in Turbon AG;

(e)   Adsero becomes insolvent;

(f)   Adsero borrows any further funds; or

(g)   Adsero fails to immediately issue to LOM the Units in the event LOM elects
      to convert the Loan in the manner described above.

The parties agree to enter into a formal loan agreement as soon as possible
after the date hereof.

Adsero represents and warrants to and in favour of LOM as follows:

a)    Adsero is a valid and subsisting corporation under the laws applicable to
      it.

b)    Adsero has the power, capacity, legal right and authority, and has taken
      all necessary corporate action, to execute and perform this letter
      agreement.

c)    Adsero has the power, capacity, legal right and authority, and holds all
      licences, permits and consents which it requires, to own its property and
      to carry on its current business, and any business in which it
      contemplates it will engage, in each relevant jurisdiction.

d)    Neither the execution nor the performance of this letter agreement
      requires the approval of any regulatory agency having jurisdiction over
      Adsero nor is this letter agreement in contravention of or in conflict
      with the articles, by-laws or resolutions of the directors or shareholders
      of Adsero or of the provisions of any agreement to which Adsero is a party
      or by which any of its property may be bound or of any statute,
      regulation, by-law, ordinance or other law, or of any judgment, decree,
      award, ruling or order to which Adsero or any of its property may be
      subject.

                                        2
<PAGE>

e)    Adsero is not in breach of any agreement to which it is a party except as
      otherwise disclosed in its public filings.

f)    This letter agreement constitutes a valid and legally binding obligation
      of Adsero enforceable against Adsero in accordance with its terms, subject
      only to bankruptcy, insolvency or other statutes or judicial decisions
      affecting the enforcement of creditors' rights in general and to general
      principles of equity under which specific performance and injunctive
      relief may be refused by a court in its discretion.

g)    In all information and financial statements supplied for the benefit of
      LOM, Adsero has made no untrue statement of any material fact, and has
      revealed all material facts the omission of which would make such
      information and statements misleading. Adsero has disclosed all facts
      which materially adversely affect or, so far as Adsero can reasonably
      foresee, will materially adversely affect the business, properties,
      prospects or financial condition of Adsero or the ability of Adsero to
      perform its obligations hereunder. All accounting information and
      financial statements supplied for the benefit of LOM have been prepared in
      accordance with generally accepted accounting principles.

Adsero covenants to and in favour of LOM as follows:

a)    Adsero shall keep proper books of account in accordance with generally
      accepted accounting principles and shall furnish all information and
      statements relating to its business that LOM requests. Adsero shall permit
      LOM or its authorized agent at any time to have access to all premises
      occupied by Adsero in order to examine the books of account and other
      financial records and reports of Adsero.

b)    Adsero shall pay all Taxes when due and shall provide LOM with evidence of
      such payments upon request.

Time is of the essence of each provision of this letter agreement.

This letter agreement shall be governed by, and interpreted and enforced in
accordance with, the laws in force in the Province of Ontario. Adsero
irrevocably submits to the non-exclusive jurisdiction of the courts of Ontario
with respect to any matter arising hereunder or related hereto.

Adsero acknowledges that the provisions of this letter agreement and, in
particular, those respecting rights, remedies and powers of LOM against Adsero
and its business are commercially reasonable and not manifestly unreasonable.

This letter agreement may only be amended or supplemented by a written agreement
signed by Adsero and LOM.

This letter agreement shall enure to the benefit of LOM and its successors and
permitted assigns and shall bind Adsero and its successors.

                                        3
<PAGE>

This letter agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which taken together shall be
deemed to constitute one and the same instrument and it shall not be necessary
in making proof of this letter agreement to produce or account for more than one
such counterpart.

The signatories hereto acknowledge that they have been advised to seek
independent legal advice in connection with the execution and delivery of this
agreement and the completion of the transactions contemplated hereby, and that
they have read this agreement in its entirety, understand it and agree to be
bound by its terms and conditions.

If the foregoing correctly reflects the terms of the arrangements between us,
please so indicate by signing the duplicate of this letter and returning it to
us as soon as possible.

                                        Yours very truly,

                                        LOEWEN, ONDAATJE, MCCUTCHEON LIMITED


                                        By: /s/ Garrett Herman
                                            ------------------------------------
                                            Garrett Herman
                                            Chairman and Chief Executive Officer

Accepted and agreed this 22nd day of June, 2005

                                        ADSERO CORP.


                                        By: /s/ William M. Smith
                                            ------------------------------------
                                            Name:   William M. Smith - CFO


                                        4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex_10-3.txt
<DESCRIPTION>SHARE PURCHASE AGREEMENT - TURBON AG
<TEXT>
                                                                    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

                                        1
<PAGE>

         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.

                                        2
<PAGE>

                             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.

                                        3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex_10-4.txt
<DESCRIPTION>LETTER AGREEMENT - NCR CORPORATION
<TEXT>
                                                                    EXHIBIT 10.4
                                                                    ------------

                                    AGREEMENT
                           ON THE OBLIGATION TO ACCEPT
                                 A PUBLIC OFFER

between

Adsero Corp., 2101 Nobel Street, Sainte Julie, Quebec, J3E 1Z8 and or its
designates, collectively the "Buyer",

and

NCR Corporation, 1700 S. Patterson Boulevard, Dayton, Ohio, USA, 45479,

acting not in its own name but in the name and on behalf of

NCR GmbH, Ulmer Strasse 160, 86156 Augsburg, Germany, the "VENDOR".

In the following, Buyer and Vendor are individually referred to as the "PARTY",
and jointly as the "PARTIES".

PREAMBLE

Turbon AG is a stock corporation established in accordance with German law with
seat in Hattingen, registered in the commercial register of the local court of
Essen under HRB 15780. The total share capital of Turbon AG amounts to EURO
10,299,974.95, divided into 4,029,000, shares (the "SHARES"). The shares are
listed and traded on the Frankfurt am Main stock exchange.

The Vendor holds 1,050,000 shares in Turbon AG (the "VENDOR SHARES"). It intends
to sell the Vendor Shares to the Buyer if the Buyer should decide to submit a
public offer ("OFFER") for the acquisition of the Shares according to the terms
of the Securities Acquisition and Takeover Act (Wertpapiererwerbs- und
Ubernahmegesetz, "WPUG"). The Buyer has not yet taken a decision concerning the
submission of such an Offer.

Having said this, the Parties conclude the following Agreement ("AGREEMENT"):

                                        1
<PAGE>

1.       OBLIGATION TO ACCEPT AN OFFER

1.1      If the Buyer, or a person designated by the Buyer, submits an Offer,
the Vendor is obliged to immediately accept the Offer in accordance with the
terms of the Offer and to transfer the Vendor Shares to the Buyer, or the person
designated by the Buyer, provided that (a) the price offered for the Shares is
at least US$14 per share payable in cash, (b) the Vendor has received any
dividends related to the Vendor Shares declared prior to the sale of the Vendor
Shares to Buyer, (c) Holger Brueckmann-Turbon has waived any rights of first
refusal he may have related to the shareholders agreement referenced in Section
3.1.2 hereof and (d) Turbon AG, on behalf of itself and its affiliate
corporations and entities, including without limitation Turbon International
GmbH, and their officers, directors and employees, in a form acceptable to NCR
Corporation, release NCR Corporation and its affiliate companies and its
officers, directors and employees from, and waive all known claims, liabilities,
demands and expenses against NCR Corporation, in consideration of which NCR
shall provide an equivalent release in favor of the Turbon entities.

1.2      Under no circumstances is the Buyer obliged to submit an Offer.

2.       PERIOD OF VALIDITY

The obligations arising out of this Agreement - with the exception of those
listed in Clause 6 - will automatically end if the Buyer has not published a
Takeover Offer document (Angebotsunterlage) in accordance with the WpUG
concerning the acquisition of Shares in Turbon AG and approved by the German
Supervisory Authority for Financial Services (Bundesanstalt fur
Finanzdienstleistungsaufsicht) by September 30, 2005, 12 p.m. The Buyer and
Vendor may extend the period of validity at any time by mutual agreement in
writing.

3.       VENDOR WARRANTIES

3.1      With effect as per today and as per the day of transfer of the Vendor
         Shares to the Buyer, the Vendor warrants the following:

3.1.1    The Vendor has sole, unencumbered and unrestricted title to the Vendor
         Shares and the Vendor Shares are not encumbered with any rights of
         third parties;

3.1.2    the Vendor Shares are not subject to any rights of first refusal by
         other shareholders or third parties except as contained in a
         shareholders agreement between the Vendor and Holger Brueckmann-Turbon
         related to a first right of refusal. The Vendor represents that this
         Agreement has been discussed with Holger Brueckmann-Turbon, and

3.1.3    the Vendor may freely dispose of the Vendor Shares.

3.2      The Vendor does not give any warranties extending beyond the warranties
         in sub-clause 0.

                                        2
<PAGE>

4.       NOTIFICATIONS

         All notifications and statements under or in connection with this
         Agreement require written form to be effective. They must be faxed to
         the following numbers:

4.1      for the Buyer to:

         Adsero Corp., 2101 Nobel Street, Sainte Julie, Quebec, Canada, J3E 1Z8,

         Fax # 416-467-7173

         Attention: William Smith, CFO, Adsero Corp.

4.2      for the Vendor to:

         NCR Corp., 1700 S. Patterson Boulevard, Dayton, Ohio, USA, 45479

         Fax #  937-445-5541

         Attention: Mr. Sajid Malhotra

         or to other persons or addresses which are communicated by the
         respective Party in writing.

5.       COSTS

         Each Party bears its own costs in connection with the preparation,
         assessment or conclusion of this Agreement, including the costs for
         legal, commercial, financial or tax advice.

6.       FINAL PROVISIONS

6.1      This Agreement contains the entire agreement reached between the
         Parties on the subject of this Agreement, subject to such changes as
         may be necessary in order to comply with German laws and regulations.
         There are no side agreements.

6.2      Amendments and supplements to this Agreement as well as the waiver of
         any rights under this Agreement must be in writing in order to be
         valid. This also applies to any amendment to, or cancellation of, this
         written form clause.

6.3      Exclusive place of jurisdiction is Frankfurt am Main.

6.4      This Agreement is governed by German law.

                                        3
<PAGE>

6.5      Should a provision of this Agreement or a provision later on included
         in this Agreement be or become null and void as a whole or in part, or
         should a gap in this Agreement become evident, this does not affect the
         validity of the remaining provisions. Instead of the null and void
         provision, or in order to fill the gap, such valid and practicable
         regulation is deemed to be agreed with effect ex tunc that in legal and
         economic terms comes closest to what the Parties intended or would have
         intended in accordance with the purpose of this Agreement if they had
         considered the point at the time of conclusion of this Agreement. If
         the nullity of a provision is due to a degree of performance or time
         (period or deadline) laid down in this provision, then the provision is
         deemed to be agreed with a legally permissible degree that comes
         closest to the original degree. The Parties are aware of the decision
         of the Federal Supreme Court (Bundesgerichtshof) of 24 September 2002.
         However, it is the express intention of the Parties that this
         sub-clause 6.5 does not merely result in a reversal of the burden of
         proof but that section 139 Civil Code is contracted out as a whole.



         Date: June 22, 2005            Date: June 22, 2005

         For: Adsero Corp.              For: NCR Corp.


         /s/ William Smith              /s/ Sajid Malhotra
         -----------------              ------------------
         William Smith                  Sajid Malhotra


                                        4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>ex_10-5.txt
<DESCRIPTION>LETTER AGREEMENT - HOLGER BRUECKMANN-TURBON
<TEXT>
                                                                    EXHIBIT 10.5
                                                                    ------------

                                    AGREEMENT
                           ON THE OBLIGATION TO ACCEPT
                                 A PUBLIC OFFER

between

Adsero Corp., 2101 Nobel Street, Sainte Julie, Quebec, J3E 1Z8 and or its
designates, collectively the "Buyer",

and

Holger Brueckmann-Turbon c/o Turbon AG, Ruhrdeich 10, D-45525 Hattingen,
Germany, the "VENDOR".

In the following, Buyer and Vendor are individually referred to as the "PARTY",
and jointly as the "PARTIES".

PREAMBLE

Turbon AG is a stock corporation established in accordance with German law with
seat in Hattingen, registered in the commercial register of the local court of
Essen under HRB 15780. The total share capital of Turbon AG amounts to EURO
10,299,974.95, divided into 4,029,000, shares (the "SHARES"). The shares are
listed and traded on the Frankfurt stock exchange.

The Vendor holds 1,059,000 shares in Turbon AG the "VENDOR SHARES". He intends
to sell the Vendor Shares to the Buyer if the Buyer should decide to submit a
public offer ("OFFER") for the acquisition of the shares according to the terms
of the Securities Acquisition and Takeover Act (Wertpapiererwerbs- und
Ubernahmegesetz, "WPUG"). The Buyer has not yet taken a decision concerning the
submission of such an Offer. Having said this, the Parties conclude the
following Agreement ("AGREEMENT"):

1.       OBLIGATION TO ACCEPT AN OFFER

1.1      If the Buyer, or a person designated by the Buyer, submits an Offer,
         the Vendor is obliged to immediately accept the Offer in accordance
         with the terms of the Offer and to transfer the Vendor Shares to the
         Buyer, or the person designated by the Buyer, provided that (a) the
         price offered for the Shares is at least US$14 per share payable in
         cash (b) NCR has waived any rights they may have related to ss.4 of the
         shareholders agreement referenced in Section 3.1.2 hereof and (c)
         Adsero has entered into an agreement regarding the purchase of 400,000
         treasury shares of Turbon AG.

1.2      Under no circumstances is the Buyer obliged to submit an Offer.

                                        1
<PAGE>

2.       PERIOD OF VALIDITY

The obligations arising out of this Agreement - with the exception of those
listed in Clause 6 - will automatically end if the Buyer has not published an
Offer document in accordance with the WpUG concerning the acquisition of Shares
in AG and approved by the German Financial Supervisory Authority (Bundesanstalt
fur Finanzdienstleistungsaufsicht) by September 30, 2005, 12 p.m. The Parties
may extend the period of validity at any time by mutual agreement in writing.

3.       VENDOR WARRANTIES

3.1      With effect as per today and as per the day of transfer of the Vendor
         Shares to the Buyer, the Vendor warrants the following:

3.1.1    The Vendor has sole, unencumbered and unrestricted title to the Vendor
         Shares and the Vendor Shares are not encumbered with any rights of
         third parties

3.1.2    the Vendor Shares are not subject to any rights of first refusal by
         other shareholders or third parties except as contained in a
         shareholders agreement between the Vendor and NCR related to a first
         right of refusal. The Vendor represents that this agreement has been
         discussed with NCR. Therefore the provision related to the first right
         of refusal will be considered nul and void as a result of this
         agreement, and

3.1.3    the Vendor may freely dispose of the Vendor Shares.

3.2      The Vendor does not give any warranties extending beyond the warranties
         in sub-clause 0.

4.       NOTIFICATIONS

         All notifications and statements under or in connection with this
         Agreement require written form to be effective. They must be faxed to
         the following numbers:

4.1      for the Buyer to:

         Adsero Corp., 2101 Nobel Street, Sainte Julie, Quebec, Canada, J3E 1Z8,

         Fax # 416-467-7173

         Attention: William Smith, CFO, Adsero Corp.

4.2      for the Vendor to:

         Holger BrueckmannTurbon, c/o Turbon AG, Ruhrdeich 10, D-45525
         Hattingen, Germany

         Fax # 49 (0) 23 24/504-156

         Attention: Mr. Holger Brueckmann- Turbon

                                        2
<PAGE>

         or to other persons or addresses which are communicated by the
         respective Party.

5.       COSTS

         Each Party bears its own costs in connection with the preparation,
         assessment or conclusion of the Agreement, including the costs for
         legal, commercial, financial or tax advice.

6.       FINAL PROVISIONS

6.1      This Agreement contains the entire agreement reached between the
         Parties on the subject of this Agreement. There are no side agreements.

6.2      Amendments and supplements to this Agreement as well as the waiver of
         any rights under this Agreement must be in writing in order to be
         valid. This also applies to any amendment to, or cancellation of, this
         written form clause.

6.3      Exclusive place of jurisdiction is Frankfurt.

6.4      This Agreement is governed by German law.

6.5      Should a provision of this Agreement or a provision later on included
         in this Agreement be or become null and void as a whole or in part, or
         should a gap in this Agreement become evident, this does not affect the
         validity of the remaining provisions. Instead of the null and void
         provision, or in order to fill the gap, such valid and practicable
         regulation is deemed to be agreed with effect ex tunc that in legal and
         economic terms comes closest to what the Parties intended or would have
         intended in accordance with the purpose of this Agreement if they had
         considered the point at the time of conclusion of this Agreement. If
         the nullity of a provision is due to a degree of performance or time
         (period or deadline) laid down in this provision, then the provision is
         deemed to be agreed with a legally permissible degree that comes
         closest to the original degree. [The Parties are aware of the decision
         of the Federal Supreme Court (Bundesgerichtshof) of 24 September 2002.
         However, it is the express intention of the Parties that this
         sub-clause 1.6 does not merely result in a reversal of the burden of
         proof but that section 139 Civil Code is contracted out as a whole.]

         Date: June 21, 2005            Date: June 21, 2005

         For: Adsero Corp.

         /s/ William Smith              /s/ Holger Brueckmann-Turbon
         -----------------              ----------------------------
         William Smith                  Holger Brueckmann-Turbon


                                        3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>ex_10-6.txt
<DESCRIPTION>LETTER AGREEMENT - GOTHAER LEBENSVERSICHERUNG AG
<TEXT>
                                                                    EXHIBIT 10.6
                                                                    ------------

                                    AGREEMENT
                           ON THE OBLIGATION TO ACCEPT
                                 A PUBLIC OFFER

between

Adsero Corp., 2101 Nobel Street, Sainte Julie, Quebec, J3E 1Z8 and or its
designates, collectively the "Buyer",

and

Gothaer Lebensversicherung AG, Bleibtreustra(beta)e 33, D-10707, Berlin, the
"VENDOR".

In the following, Buyer and Vendor are individually referred to as the "PARTY",
and jointly as the "PARTIES".

PREAMBLE

Turbon AG is a stock corporation established in accordance with German law with
seat in Hattingen, registered in the commercial register of the local court of
Essen under HRB 15780. The total share capital of AG amounts to EURO
10,299,974.95, divided into 4,029,000, shares (the "SHARES"). The shares are
listed and traded on the Frankfurt stock exchange.

The Vendor holds 400,000 shares in AG the "VENDOR SHARES". It intends to sell
the Vendor Shares to the Buyer if the Buyer should decide to submit a public
offer ("OFFER") for the acquisition of the shares according to the terms of the
Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Ubernahmegesetz,
"WPUG"). The Buyer has not yet taken a decision concerning the submission of
such an Offer. Having said this, the Parties conclude the following Agreement
("AGREEMENT"):

1.       OBLIGATION TO ACCEPT AN OFFER

1.1      If the Buyer, or a person designated by the Buyer, submits an Offer,
         the Vendor is obliged to immediately accept the Offer in accordance
         with the terms of the Offer and to transfer the Vendor Shares to the
         Buyer, or the person designated by the Buyer, provided that the price
         offered for the Shares amounts to, or its value corresponds to, at
         least US$14 per share payable in cash.

1.2      Under no circumstances is the Buyer obliged to submit an Offer.

2.       PERIOD OF VALIDITY

         The obligations arising out of this Agreement - with the exception of
         those listed in Clause 6 - will automatically end if the Buyer has not
         published an Offer document in accordance with the WpUG concerning the
         acquisition of Shares in AG and approved

                                        1
<PAGE>

         by the German Financial Supervisory Authority (Bundesanstalt fur
         Finanzdienstleistungsaufsicht) by September 30, 2005, 12 p.m. If it is
         noticeable during the period of validity that the buyer will not submit
         an offer pursuant to clause 1 of this agreement, the vendor is not
         longer obliged to the terms of this agreement. The Parties may extend
         the period of validity at any time by mutual agreement in writing.

3.       VENDOR WARRANTIES

3.1      With effect as per today and as per the day of transfer of the Vendor
         Shares to the Buyer, the Vendor warrants the following:

3.1.1    The Vendor has sole, unencumbered and unrestricted title to the Vendor
         Shares and the Vendor Shares are not encumbered with any rights of
         third parties

3.1.2    the Vendor Shares are not subject to any rights of first refusal by
         other shareholders or third parties and

3.1.3    the Vendor may freely dispose over the Vendor Shares.

3.2      The Vendor does not give any warranties extending beyond the warranties
         in sub-clause 0.

4.       NOTIFICATIONS

         All notifications and statements under or in connection with this
         Agreement require written form to be effective. They must be faxed to
         the following numbers:

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

4.2      for the proxy of the Vendor to:
         Capiton AG, Bleibtreustra(beta)e 33, D-10707, Berlin
         Fax # 49(30) 31 59 45 57
         Attention: Stefan Theis, Senior Partner

         or to other persons or addresses which have previously been
         communicated by the respective Party.

5.       COSTS

         Each Party bears its own costs in connection with the preparation,
         assessment or conclusion of the Agreement, including the costs for
         legal, commercial, financial or tax advice.

                                        2
<PAGE>

6.       FINAL PROVISIONS

6.1      This Agreement contains the entire agreement reached between the
         Parties on the subject of this Agreement. There are no side agreements.

6.2      Amendments and supplements to this Agreement as well as the waiver of
         any rights under this Agreement must be in writing in order to be
         valid. This also applies to any amendment to, or cancellation of, this
         written form clause.

6.3      Exclusive place of jurisdiction is Frankfurt.

6.4      This Agreement is governed by German law.

6.5      Should a provision of this Agreement or a provision later on included
         in this Agreement be or become null and void as a whole or in part, or
         should a gap in this Agreement become evident, this does not affect the
         validity of the remaining provisions. Instead of the null and void
         provision, or in order to fill the gap, such valid and practicable
         regulation is deemed to be agreed with effect ex tunc that in legal and
         economic terms comes closest to what the Parties intended or would have
         intended in accordance with the purpose of this Agreement if they had
         considered the point at the time of conclusion of this Agreement. If
         the nullity of a provision is due to a degree of performance or time
         (period or deadline) laid down in this provision, then the provision is
         deemed to be agreed with a legally permissible degree that comes
         closest to the original degree. [The Parties are aware of the decision
         of the Federal Supreme Court (Bundesgerichtshof) of 24 September 2002.
         However, it is the express intention of the Parties that this
         sub-clause 1.6 does not merely result in a reversal of the burden of
         proof but that section 139 Civil Code is contracted out as a whole.]


         Date: June 21, 2005         Date: June 21, 2005

         For: Adsero Corp.           For: Gothaer Lebensversicherung AG

         /s/ William Smith           /s/ Stefan Theis     /s/ Dr. Andreas Kogler
         -----------------           -------------------------------------------
         William Smith               Stefan Theis         Andreas Kogler
                                              Board of Directors


                                        3
</TEXT>
</DOCUMENT>
</SUBMISSION>
