VOTING, EXCHANGE AND SUPPORT AGREEMENT

Voting Agreement

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ADSERO CORP | NOVA SCOTIA COMPANY

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Title: VOTING, EXCHANGE AND SUPPORT AGREEMENT
Governing Law: Delaware Date: 2/4/2005
Law Firm: Gottbetter & Partners LLP

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

<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.

<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:

<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.

<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.

<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

<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

<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

<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:

<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.

<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

<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.

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.

<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.

<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

<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

<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;

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;

<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

<PAGE>

its members for the purpose of winding-up its affairs or of the

occurrence of any Insolvency Event;

(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 Serie

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