EXHIBIT 10.1
                                AGENCY AGREEMENT

June 22, 2004

Adsero Corp.
2085 Hurontario Street
Suite 300
Mississauga, Ontario
L5A 4G1

Attention:        William Smith
                  Chief Financial Officer

Dear Sirs:
Re:      Offering of Special Warrants
The  undersigned,  DGM Bank & Trust Inc. (the "AGENT"),  understands that Adsero
Corp. (the "CORPORATION")  proposes to issue and sell (the "OFFERING"),  subject
to the terms and conditions set out below, up to 4,250,000 special warrants (the
"SPECIAL  WARRANTS")  at a price of US$1.00 per Special  Warrant (the  "PURCHASE
PRICE"), for maximum gross proceeds of US$4,250,000.  The proceeds of the Second
Offering (as subsequently defined) will be held in escrow pending the closing of
the acquisition by the Corporation of Teckn-O-Laser Global Inc.

Upon and subject to the terms and conditions set forth herein,  the  Corporation
hereby appoints the Agent to act as the Corporation's  exclusive Agent to effect
the sale of the Special Warrants under the Offering, and the Agent hereby agrees
to act as the agent of the Corporation for such purposes and to effect such sale
of the Special  Warrants on its behalf on a best efforts basis to Purchasers (as
hereinafter  defined) of the Special Warrants resident in the United States, the
Canadian  Offering  Jurisdictions  (as  hereinafter  defined)  or in those other
jurisdictions  outside of Canada where the Special Warrants may be lawfully sold
pursuant to the terms and  conditions  hereof.  Sale of the Special  Warrants to
Purchasers who are resident in the United States, if any, will only occur in the
Second Offering (as  hereinafter  defined) and will be made solely to accredited
investors in compliance  with Rule 5.06 of Regulation D under the Securities Act
of 1933, as amended, and all sales of the Special Warrants to Purchasers who are
not resident in the United States will be made in compliance  with  Regulation S
under the Securities  Act of 1933, as amended.  It is understood and agreed that
the  Agent is under no  obligation  to  purchase  any of the  Special  Warrants,
although the Agent may subscribe for Special Warrants if it so desires.

The Offering shall be comprised of a first offering  consisting of up to 750,000
Special Warrants (the "FIRST  OFFERING") and a second offering  consisting of up
to 3,500,000  Special Warrants (the "SECOND  OFFERING").  In the First Offering,
each Special Warrant is exercisable, for no additional consideration, to receive
one A unit  ("A  UNIT").  Each A Unit  consists  of one  share of  common  stock
(US$.001 par value) in the capital of the Corporation (a "COMMON SHARE") and one
common share  purchase  warrant  (each whole common share  purchase  warrant,  a
"WARRANT") of the Corporation.  In the Second Offering,  each Special Warrant is
exercisable, for no additional consideration,  to receive one B Unit ("B UNIT").
Each B Unit consists of one Common Share and one-half of a Warrant. Each Warrant
will  entitle the holder to purchase  one Common  Share at a price of US$1.50 at
any time  prior  to 5:00  p.m.  (eastern  standard  time)  on the  date  that is
twenty-four  (24) months from the First Closing Date (as  hereinafter  defined).
The Special Warrants shall be exercisable by the holder at any time on or before
5:00 p.m.  (eastern  standard  time) on the date (the "EXPIRY  DATE") that is 30
days following the First Closing Date.  Special  Warrants that are not exercised
prior to 5:00 p.m.  (eastern  standard  time) on the Expiry  Date will be deemed
exercised immediately prior thereto without any further action by the holder.


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                                   DEFINITIONS

In this Agreement,  in addition to the terms defined above,  the following terms
shall have the following meanings:

"AGREEMENT" means the agreement resulting from the acceptance by the Corporation
of the offer made hereby;

"BROKER WARRANTS" shall have the meaning ascribed thereto in subparagraph 2(a);

"BUSINESS DAY" means a day which is not a Saturday, Sunday or statutory or civic
holiday in the City of Toronto, Canada;

"CANADIAN OFFERING JURISDICTIONS" means each of the provinces of Canada;

"CLOSING" means the closing on the First Closing Date or the Second Closing Date
of the  transaction  of purchase and sale in respect of the Special  Warrants as
contemplated by this Agreement;

"CLOSING TIMES" means 11:00 a.m.  (eastern  standard time) on the First Offering
Closing  Date and the Second  Offering  Closing  Date or such other time on such
dates as the Corporation and the Agent may agree;

"FIRST  OFFERING  CLOSING  DATE"  means June 30,  2004 or such other date as the
Corporation  and the Agent may mutually agree upon in writing for the Closing of
the First Offering;

"INDEMNIFIED PARTY" shall have the meaning ascribed thereto in subparagraph (a);

"INTELLECTUAL PROPERTY" shall have the meaning ascribed thereto in subparagraph
(a)(xix);

"LICENCES" shall have the meaning ascribed thereto in subparagraph (a)(xix);

"MATERIAL   LEASED   PREMISES"  shall  have  the  meaning  ascribed  thereto  in
subparagraph (a)(xxi);

"MISREPRESENTATION",   "MATERIAL   FACT",   "MATERIAL   CHANGE",   "SUBSIDIARY",
"AFFILIATE",  "ASSOCIATE",  and  "DISTRIBUTION"  have  the  respective  meanings
ascribed thereto in the Securities Act (Ontario);

"PERSON"  means  any  individual,   corporation,   partnership,  joint  venture,
association, trust or other legal entity;


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<PAGE>

"PURCHASERS" means the persons (which may include the Agent) who, as purchasers,
acquire  Special   Warrants  by  duly   completing,   executing  and  delivering
Subscription  Agreements and permitted  assignees or transferees of such persons
from time to time;

"SECURITIES  LAWS" means all  applicable  securities  laws in each of the United
States,  the Canadian Offering  Jurisdictions  and in any other  jurisdiction in
which the Offering may be offered or sold, and the respective regulations, rules
and  instruments  made  thereunder,   together  with  applicable  published  fee
schedules,  prescribed forms,  policy  statements,  orders,  blanket rulings and
other regulatory  instruments of the securities  regulatory  authorities in such
jurisdictions;

"SECOND  OFFERING  CLOSING  DATE"  means July 31, 2004 or such other date as the
Corporation  and the Agent may mutually agree upon in writing for the Closing of
the Second Offering;

"SUBSCRIPTION  AGREEMENT" means a subscription agreement in the form agreed upon
by the Agent and the Corporation pursuant to which Purchasers agree to subscribe
for and purchase the Special Warrants herein contemplated and shall include, for
greater certainty, all schedules thereto;

"SUBSIDIARY" shall have the meaning ascribed thereto in subparagraph (a)(ii);

"UNDERLYING  SECURITIES"  means the Common  Shares and  Warrants  issuable  upon
exercise of the Special Warrants; and

"WARRANT SHARES" means the Common Shares issuable on exercise of the Warrants.


                              TERMS AND CONDITIONS

      1.    (a) SALE ON EXEMPT  BASIS.  The Agent hereby  agrees to use its best
            efforts to arrange for Purchasers of the Special Warrants:

      in    the  Canadian   Offering   Jurisdictions   in  compliance  with  all
            applicable Securities Laws; and

      in    such  other   jurisdictions   in  compliance   with  all  applicable
            securities laws of such other jurisdictions.

      APPOINTMENT OF CO-AGENTS AND SUB-AGENTS.  The Corporation  agrees that the
            Agent will be  permitted  to appoint  other  registered  dealers (or
            other dealers duly qualified in their respective  jurisdictions)  as
            co-agents  or  sub-agents  to form an agency  group to assist in the
            Offering and to  participate in the soliciting of offers to purchase
            Special  Warrants.  The Corporation  agrees that the Agent will have
            the  exclusive  right to select  agency group members and to control
            agency group arrangements and may determine the remuneration payable
            to such other dealers appointed by it (provided that the Agent shall
            be responsible for the payment of such  remuneration)  provided that
            any  co-agent or sub-agent  appointed by the Agent  pursuant to this
            subparagraph 0(b) shall comply with the representations,  warranties
            and covenants of the Agent in subparagraphs  (b)(i),  (ii) and (iii)
            hereof.


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<PAGE>

      FILINGS. The Corporation undertakes to file or cause to be filed all forms
            or  undertakings   required  to  be  filed  by  the  Corporation  in
            connection  with the  purchase  and sale of the Special  Warrants so
            that the  distribution  of the Special  Warrants may lawfully  occur
            without  the  necessity  of  filing  a  prospectus  or  an  offering
            memorandum in the United States or Canada,  and the Agent undertakes
            to use its commercially  reasonable best efforts to cause Purchasers
            of Special  Warrants to complete  any forms  required by  applicable
            Securities  Laws.  All fees payable in connection  with such filings
            shall be at the  expense of the  Corporation.  The Agent will notify
            the  Company  prior to  offering  to sell the  Special  Warrants  to
            Purchasers in a specific  State,  Province or other  jurisdiction to
            ensure compliance with all applicable  regulatory  requirements with
            respect to the offering of securities in such jurisdictions.

      NO    OFFERING  MEMORANDUM.  Neither the  Corporation nor the Agent shall;
            (i) provide to prospective purchasers any document or other material
            that would constitute an offering  memorandum  within the meaning of
            applicable  Securities  Laws;  or (ii) engage in any form of general
            solicitation or general advertising in connection with the offer and
            sale of the Special Warrants,  including but not limited to, causing
            the sale of the Special  Warrants to be advertised in any newspaper,
            magazine,  printed  public  media or similar  medium of general  and
            regular  paid  circulation,  broadcast  over  radio,  television  or
            telecommunications,  including  electronic display,  relating to the
            offer and sale of the  Special  Warrants  or  Underlying  Securities
            whose  attendees  have  been  invited  by  general  solicitation  or
            advertising.

      2.    (b)  COMMISSION.  In  consideration  of the Agent's  services in (i)
            obtaining  Purchasers for the Special  Warrants and assisting in the
            completion of the Offering of Special Warrants  contemplated by this
            Agreement;  (ii)  distributing,  both  directly  and  through  other
            registered  dealers and brokers,  the Special Warrants in the United
            States,   the  Canadian   Offering   Jurisdictions   and  any  other
            jurisdiction in which the Special Warrants or Underlying  Securities
            shall be offered or sold;  and (iii) all other matters in connection
            with  the  issue  and sale of the  Special  Warrants  in the  United
            States,   the  Canadian   Offering   Jurisdictions   and  any  other
            jurisdiction in which the Special Warrants or Underlying  Securities
            shall be offered or sold, the Corporation  shall pay to the Agent at
            Closing a commission equal to 10% of the gross proceeds  realized by
            the  Corporation  in  respect of the sale of the  Special  Warrants,
            subject to  subparagraph 2 (b), and the gross proceeds raised by the
            Corporation  from the date  hereof up to and  including  the  Second
            Offering  Closing  Date,  excluding  subordinated  debt (such as the
            proposed Dancap Private Equity Inc.  transaction) and bank financing
            (the "COMMISSION"). The Agent may elect to receive the Commission in
            cash or in the  form of  Special  Warrants  representing  10% of the
            Special Warrants sold pursuant to the Offering,  or some combination
            thereof  as   elected  by  the  Agent  in  written   notice  to  the
            Corporation. The obligation of the Corporation to pay the Commission
            shall arise at the Closing and the Commission  shall be fully earned
            by the Agent at that time.


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<PAGE>

      (b)   PRESIDENT'S  LIST.  The  Corporation  acknowledges  that  an  amount
            equivalent to the cash component of the Commission  will be withheld
            from the proceeds of the Offering in respect of the Commission.  The
            Corporation  and the Agent  will agree  upon a  president's  list of
            investors that will include management and existing  shareholders as
            set out in Schedule "A" to this Agency  Agreement (the  "PRESIDENT'S
            LIST"). If any person on the President's List subscribes for Special
            Warrants,  the Commission shall be reduced to 5% with respect to the
            amount of such subscription.  The Corporation  reserves the right to
            add  persons  to the  President's  List  until the  Second  Offering
            Closing Date and all such  additions  will be submitted to the Agent
            in writing at the time of effecting such additions.

      (c)   BROKER WARRANTS. The Corporation shall issue to the Agent at Closing
            that number of Special  Warrants that is equal to 10% of the Special
            Warrants sold in each of the First Offering and the Second  Offering
            (the "BROKER WARRANTS").

      (d)   WORK FEE.  Provided that  aggregate  gross proceeds of not less than
            US$500,000 are realized by the Corporation in respect of the sale of
            the Special  Warrants in the First Offering,  the Corporation  shall
            issue to the Agent  100,000  Common  Shares  on the  First  Offering
            Closing Date.

      (e)   BREAK  FEE.  The  Corporation  shall  pay  to  the  Agent  a fee  of
            US$212,500,   together   with  all  of  the  Agent's   expenses  and
            disbursements  if the  Corporation  decides not to proceed  with the
            Offering,  except  where the  decision  not to proceed  is  directly
            related to the gross  negligence or  malfeasance of the Agent or due
            to Agent's failure to raise gross proceeds of US$4,250,000 inclusive
            of proceeds raised from President's List subscribers.

3. FIRST RIGHT OF REFUSAL - FUTURE  FINANCINGS.  Provided that  aggregate  gross
proceeds of at least  US$750,000  are realized by the  Corporation in respect of
the sale of the Special  Warrants,  the  Corporation  shall grant to the Agent a
right of first refusal to act as lead agent or  underwriter or lead advisor with
respect to any  offering of  securities  or any  acquisitions,  dispositions  or
takeovers,  where  the  Corporation  is the  acquiror  or the  target,  where an
investment dealer or advisor is involved or proposes to be involved,  during the
period ending 24 months after the Second Offering  Closing Date. The Agent shall
have a period of ten (10) days from the date of receipt of written  notice  from
the Corporation of any such proposed  financing or transaction,  in which notice
the Corporation  shall set forth in reasonable detail the terms of such proposed
offering or transaction,  to provide written notice to the Corporation  that the
Agent intends to exercise its right of first refusal. If the Agent does not give
written  notice  within  such ten (10) day  period,  it shall be  deemed to have
waived its right in respect of such  transaction.  Should the Agent fail,  or be
deemed  to fail,  to give  notice  within  ten (10) days of the  receipt  of the
Corporation's notice, the Corporation may then make other arrangements to engage
another source to obtain  financing or advice on terms no less favourable to the
Corporation  than as set out in the  written  notice  for a period of sixty (60)
days  thereafter.  The Agent's waiver of its right in respect of any one or more
transactions  will not  constitute  a waiver  of its right of first  refusal  in
respect of any other transaction.  If another party is not engaged in connection
with a transaction  where the Agent waives or is deemed to have waived its right
of first refusal within sixty (60) days following the date on which the ten (10)
day period set forth above expires,  the transaction shall be deemed to be a new
transaction requiring the Corporation to give written notice to the Agent as set
forth above.


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<PAGE>

4.  COVENANTS.  The  Corporation  hereby  covenants  to  the  Agent  and  to the
Purchasers and their  permitted  assigns and  acknowledges  that each of them is
relying on such covenants in purchasing  Special Warrants,  that the Corporation
shall:

      (a)   prior  to  the  Closing,   make  available  to  the  Agent  and  its
            representatives  all corporate,  business and operating  records and
            financial information and to provide access to key officers in order
            to permit the Agent to make a complete due  diligence  investigation
            of the business and affairs of the  Corporation,  the Subsidiary and
            Teckn-O-Laser Inc.;

      (b)   duly  execute  and  deliver  the  Special  Warrants  and the  Broker
            Warrants at the Closing Time, and comply with and satisfy all terms,
            conditions  and covenants  therein  contained to be complied with or
            satisfied by the Corporation;

      (c)   use its best efforts to fulfil or cause to be fulfilled, at or prior
            to each of the First Offering  Closing Date and the Second  Offering
            Closing Date, each of the conditions set out in paragraph 8;

      (d)   ensure that the Special  Warrants shall be duly and validly created,
            authorized and issued on payment of the purchase price therefor, and
            shall have attributes  corresponding in all material respects to the
            description thereof set forth in this Agreement and the Subscription
            Agreements;

      (e)   ensure  that  the  Common  Shares  and  the  Warrants,  shall,  upon
            issuance,  in the case of the Common Shares, be duly issued as fully
            paid  and   non-assessable   securities   in  the   capital  of  the
            Corporation, and in the case of the Warrants be validly created, and
            shall have attributes  corresponding in all material respects to the
            description thereof set forth in this Agreement and the Subscription
            Agreements;

      (f)   ensure  that at all times  prior to the expiry  thereof,  sufficient
            Common  Shares are allotted  and reserved or deposited  for issuance
            upon the due exercise of the Special Warrants,  the Warrants and the
            Broker's Warrants, as the case may be;

      (g)   except for securities  issuances related to the Teckn-O-Laser Global
            Inc.   acquisition,   the  proposed   Dancap   Private  Equity  Inc.
            transaction,  and a present obligation to issue 50,000 common shares
            to its US Securities Counsel,  not issue or announce the issuance of
            any Common Shares or other  securities  exercisable,  convertible or
            exchangeable into Common Shares (other than pursuant to the exercise
            or  conversion  of  securities  outstanding  as of the date  hereof)
            without the prior  consent of the Agent,  which consent shall not be
            unreasonably withheld, until the Expiry Date;


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<PAGE>

      (h)   as soon as practicable following the closing of the Second Offering,
            file a  registration  statement  with the  Securities  and  Exchange
            Commission with respect to the primary  issuance or resale from time
            to time of the Common  Shares  issuable upon exercise of the Special
            Warrants,  the  Warrants  and the Broker  Warrants  on the terms and
            conditions set out in the Subscription Agreements;

      shall obtain prior to the  applicable  Closing,  all consents,  approvals,
            permits,   authorizations  or  filings  as  may  be  required  under
            Securities  Laws  necessary  for the  execution and delivery of this
            Agreement,  the  certificates  representing the Special Warrants and
            the certificates  representing the Broker Warrants have been made or
            obtained, as applicable;

5. MATERIAL CHANGES DURING DISTRIBUTION.  During the period from the date hereof
to the completion of distribution of the Underlying  Securities  issuable on the
exercise of the Special  Warrants,  the  Corporation  shall promptly  notify the
Agent (and, if requested by the Agent,  confirm such notification in writing) of
any material change (actual, anticipated,  contemplated or threatened, financial
or  otherwise)  in  the  business,  affairs,  operations,   assets,  liabilities
(contingent or otherwise) or capital of the Corporation.  The Corporation  shall
in good  faith  discuss  with the  Agent  any fact or  change  in  circumstances
(actual,  anticipated,  contemplated or threatened,  and financial or otherwise)
which is of such a nature that there is reasonable doubt as to whether notice in
writing need be given to the Agent pursuant to this paragraph 5.

      6.    (c)   REPRESENTATIONS   AND  WARRANTIES  OF  THE  CORPORATION.   The
            Corporation  represents  and  warrants  to  the  Agent  and  to  the
            Purchasers,  and acknowledges that each of them is relying upon such
            representations and warranties in purchasing Special Warrants, that:

      the   Corporation has been duly incorporated and is validly existing under
            the laws of the  State of  Delaware,  has all  requisite  power  and
            authority  and is duly  qualified  to carry on its  business  as now
            conducted and to own its properties  and assets and the  Corporation
            has all requisite  power and authority to carry out its  obligations
            under this  Agreement,  the  certificates  representing  the Special
            Warrants and the certificates representing the Broker Warrants;

      excluding a Canadian  acquisition  subsidiary  to be formed in  connection
            with the Teckn-O-Laser Global Inc. acquisition,  the Corporation has
            no material subsidiary (as defined in the Business  Corporations Act
            (Ontario))  or any  investment  in any  person  which is or would be
            material  to  the  business  and  affairs  of the  Corporation  on a
            consolidated  basis other than Adsero Canada Corp.  (formerly  Reink
            Canada Corp.) (the "SUBSIDIARY");

      all   of the issued and outstanding  shares of the Subsidiary are owned by
            the Corporation,  and the Subsidiary has been duly  incorporated and
            is  validly   existing  under  the  laws  of  its   jurisdiction  of
            incorporation  and has all requisite power and authority and is duly
            qualified to carry on its business as now  conducted  and to own its
            properties and assets;


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<PAGE>

     except as otherwise  set forth in its SEC Reports,  including any financial
            statements contained therein, the Corporation and the Subsidiary are
            the  absolute  legal  and  beneficial  owner  of,  and have good and
            marketable title to, all of their respective  material assets,  free
            of all  mortgages,  liens,  charges,  pledges,  security  interests,
            encumbrances,  claims or demands  whatsoever  and no other  property
            rights are  necessary  for the conduct of the  Corporation's  or the
            Subsidiary's  business and there are no  restrictions on the ability
            of the  Corporation or the Subsidiary to use,  transfer or otherwise
            exploit any such property  rights,  and neither the  Corporation nor
            the  Subsidiary  knows of any  claim or basis  for a claim  that may
            adversely affect such rights;

     except as otherwise  set forth in its SEC Reports,  including any financial
            statements  contained  therein,  any and all agreements  pursuant to
            which the  Corporation or the Subsidiary hold their assets are valid
            and subsisting  agreements in full force and effect,  enforceable in
            accordance  with their  respective  terms,  the  Corporation  or the
            Subsidiary  are not in material  default of any of the provisions of
            any such  agreements  nor has any such default been alleged and such
            assets  are in good  standing  under  the  applicable  statutes  and
            regulations  of the  jurisdictions  in which they are  situate,  all
            leases  and  licences  pursuant  to  which  the  Corporation  or the
            Subsidiary  derives its interest in such assets are in good standing
            and there has been no material default under any such leases and any
            taxes  required  to be paid with  respect to such assets to the date
            hereof have been paid;

     except as otherwise  set forth in its SEC Reports,  including any financial
            statements  contained therein, the Corporation and the Subsidiary do
            not have any  responsibility  or obligation  to pay any  commission,
            royalty,  licence fee or similar  payment to any person with respect
            to their property rights;

     except as otherwise  set forth in its SEC Reports,  including any financial
            statements  contained therein, no legal or governmental  proceedings
            are pending to which the Corporation or the Subsidiary is a party or
            to which its property is subject that would result  individually  or
            in the aggregate in any material  adverse  change in the  operation,
            business or condition of the  Corporation or the Subsidiary  and, to
            the  knowledge of the  Corporation,  no such  proceedings  have been
            threatened   against  or  are  contemplated   with  respect  to  the
            Corporation  or the  Subsidiary  or with  respect to the  respective
            property of the Corporation and the Subsidiary;


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<PAGE>

   the execution  and  delivery  of  each of this Agreement,  the  Subscription
            Agreements,  the certificates  representing the Special Warrants and
            the certificates  representing the Broker Warrants,  the performance
            by the Corporation of its obligations  hereunder or thereunder,  the
            issue  and  sale  of  the  Special   Warrants   hereunder   and  the
            consummation  of the  transactions  contemplated  in this Agreement,
            including the issuance and delivery of the Underlying Securities, do
            not and will not conflict with or result in a breach or violation of
            any of the terms or provisions  of, or  constitute a default  under,
            (whether  after  notice or lapse of time or both):  (A) any statute,
            rule or regulation applicable to the Corporation including,  without
            limitation,  the  Securities  Laws;  (B) the  constating  documents,
            by-laws or  resolutions  of the  directors  or  shareholders  of the
            Corporation  which  are  in  effect  at the  date  hereof;  (C)  any
            mortgage, note, indenture, contract, agreement, instrument, lease or
            other document to which the Corporation or the Subsidiary is a party
            or by  which  it is  bound;  or (D) any  judgment,  decree  or order
            binding the  Corporation or the Subsidiary or the property or assets
            of the Corporation or the Subsidiary;

 the audited   consolidated   financial  statements  of  the  Corporation as at
            and for the year  ended  December  31,  2003 have been  prepared  in
            accordance  with  United  States   generally   accepted   accounting
            principles,  and present fully, fairly and correctly in all material
            respects the  financial  position of the  Corporation  as at the its
            date  thereof and the results of its  operations  and the changes in
            its financial position for the periods then ended;

  since March  31,  2004 (A)   there  has  been no  material   adverse   change
            (actual, anticipated,  contemplated or threatened, whether financial
            or  otherwise)  in  the  business,  affairs,   operations,   assets,
            liabilities  (contingent or otherwise) or capital of the Corporation
            on a consolidated basis; and (B) except for the Teckn-O-Laser Global
            Inc.  transaction  and  the  proposed  Dancap  Private  Equity  Inc.
            transaction, no transaction has been entered into or proposed by the
            Corporation or the  Subsidiary  which is or would be material to the
            Corporation or the Subsidiary  other than in the ordinary  course of
            business;

  no order,  ruling or  determination   having  the  effect  of  suspending the
            sale or ceasing the trading in any securities of the Corporation has
            been issued by any regulatory  authority and is continuing in effect
            and no  proceedings  for that  purpose have been  instituted  or are
            pending  or, to the  knowledge  of such  officers,  contemplated  or
            threatened by any regulatory authority;

  as at the First  Offering  Closing   Date  and  as  at the  Second   Offering
            Closing  Date,  except  as  contemplated  by  this  Agreement,   the
            Teckn-O-Laser  Global  Inc.  transaction,  and the  proposed  Dancap
            Private Equity Inc. transaction,  and other than as disclosed in the
            Corporation's   SEC  Reports  or  audited   consolidated   financial
            statements of the  Corporation for the year ended December 31, 2003,
            no holder of  outstanding  shares in the capital of the  Corporation
            will  be  entitled  to any  pre-emptive  or any  similar  rights  to
            subscribe  for any of the Common  Shares or other  securities of the
            Corporation  and no  rights,  warrants  or options  to  acquire,  or
            instruments  convertible into or exchangeable for, any shares in the
            capital of the Corporation or the Subsidiary are outstanding;

  except as set forth in the  Corporation's  SEC Reports or  disclosed to the
            Agent in writing,  since March 31, 2004 neither the  Corporation nor
            the Subsidiary;


                                       9
<PAGE>

        has paid or declared any  dividends  or incurred  any  material  capital
            expenditure or made any commitment therefor,

        has incurred any obligation or liability, direct or indirect, contingent
            or otherwise that remains outstanding, except in the ordinary course
            of business  and which is not, and which in the  aggregate  are not,
            material, or

        has entered into any material  transaction (other than the Teckn-O-Laser
            Global Inc.  transaction,  the proposed  Dancap  Private Equity Inc.
            transaction or any transaction in the ordinary course of business);

     except as set forth in the Corporation's  SEC Reports,  or disclosed to the
            Agent in  writing,  or  related  to the  Teckn-O-Laser  Global  Inc.
            acquisition, or the proposed Dancap Private Equity Inc. transaction,
            none  of  the  Corporation  or  the  Subsidiary  has  approved,   is
            contemplating,  has entered into any agreement in respect of, or has
            any knowledge of:

      the purchase of  any material assets or any interest therein or the sale,
            transfer  or  other  disposition  of any  property  or any  interest
            therein currently owned, directly or indirectly,  by the Corporation
            or the Subsidiary  whether by asset sale,  transfer of securities or
            otherwise,

      a  change of control (by sale or  transfer of Common  Shares or sale of
            all or  substantially  all of the assets of the  Corporation  or the
            Subsidiary or otherwise) of the Corporation or the Subsidiary, or

      a  proposed or planned  disposition  of Common  Shares by any principal
            shareholder of the Corporation;

     except as  disclosed  in the  Corporation's  SEC reports or to the Agent in
            writing,  to the best of the  knowledge of the  Corporation  and the
            Subsidiary,  none of the directors or officers of the Corporation or
            the Subsidiary or any associate or affiliate of any of the foregoing
            had,  has or  intends  to have  any  material  interest,  direct  or
            indirect,  in the transactions  contemplated by this Agreement or in
            any  proposed  material  transaction  with  the  Corporation  or the
            Subsidiary  which,  as the  case  may  be,  materially  affects,  is
            material to or will or may  reasonably  be  expected  to  materially
            affect the Corporation or the Subsidiary;

      each of  the   Corporation  and  the  Subsidiary  has  conducted  and  is
            conducting its business in material  compliance  with all applicable
            federal, provincial, state and municipal laws, regulations and other
            lawful  requirements of any  governmental or regulatory body of each
            jurisdiction  in which it carries on business and has not received a
            notice of non-compliance,  or knows of, or has reasonable grounds to
            know  of,   any  facts   that   could  give  rise  to  a  notice  of
            non-compliance  with any such laws or regulations which would have a
            material adverse effect on the Corporation or the Subsidiary;


                                       10
<PAGE>

     except as set forth in the Corporation's  SEC Reports,  there is no action,
            proceeding or investigation (whether or not purportedly on behalf of
            the Corporation or the  Subsidiary)  pending or, to the knowledge of
            the Corporation,  threatened against or affecting the Corporation or
            the   Subsidiary  at  law  or  in  equity  or  before  any  federal,
            provincial,  state,  municipal  or  other  governmental  department,
            commission, board or agency, domestic or foreign, which could in any
            way materially adversely affect the Corporation or the Subsidiary or
            the  condition  of  the  Corporation  or  the  Subsidiary  or  which
            questions the validity of the issue of the Special Warrants,  Broker
            Warrants or Underlying Securities or any action taken or to be taken
            by the Corporation pursuant to or in connection with this Agreement;

      the minute books of the  Corporation  and the  Subsidiary,  all of which
            have been made  available to the Agent or its counsel,  are complete
            and accurate in all material respects;

      each of the  Corporation  and the Subsidiary  has all licenses,  permits,
            authorizations  and other approvals  (collectively,  "LICENSES") and
            the proprietary  rights provided in law to all patents,  trademarks,
            copyrights,  industrial designs, software,  firmware, trade secrets,
            know-how, show-how, concepts, information and other intellectual and
            industrial   property   (collectively,    "INTELLECTUAL   PROPERTY")
            necessary  to permit it to conduct its  business,  except  where the
            failure  to do so would not have a  material  adverse  effect on the
            Corporation or the Subsidiary;

      each of the  Corporation  and the Subsidiary is the holder of and in good
            standing  under all of its material  Licenses  and is the  exclusive
            owner  of  material  Intellectual  Property  free  and  clear of any
            encumbrances  which  would  have a  material  adverse  effect on the
            Corporation or the Subsidiary,  and has no knowledge of any claim of
            adverse ownership in respect thereof;

      with respect to each leased premises which is material to the Corporation
            and the Subsidiary  and which the Company or Subsidiary  occupies as
            tenant  (the  "MATERIAL  LEASED   PREMISES"),   the  Corporation  or
            Subsidiary  occupies  the  Material  Leased  Premises  and  has  the
            exclusive right to occupy and use the Material Leased Premises;

      each of the leases  pursuant to which the  Corporation  or the Subsidiary
            occupies the  Material  Leased  Premises is in good  standing and in
            full  force  and  effect,   and  neither  the  Corporation  nor  the
            Subsidiary  is in breach of any material  covenants,  conditions  or
            obligations contained therein;

      each of the  Corporation  and the Subsidiary has not used or permitted to
            be used any of the Material  Leased  Premises or any other  premises
            which the Corporation or the Subsidiary occupies as tenant or any of
            its  owned  properties  or  facilities,  to  generate,  manufacture,
            process,  distribute,  use, treat,  store,  dispose of, transport or
            handle any pollutants,  contaminants,  chemicals or industrial toxic
            or hazardous wastes or substances;


                                       11
<PAGE>

     except as  disclosed  to the  Agent  in  writing,  the  properties  and the
            operations  of the  Corporation  and the  Subsidiary  comply  in all
            material respects with all applicable federal, state, provincial and
            local  environmental,  health and safety  statutes,  regulations and
            permits,  none of such  properties  or  operations is subject to any
            judicial or administrative  proceeding alleging the violation of any
            federal, state, provincial or local environmental,  health or safety
            statute or regulation  or, to the knowledge of the  Corporation,  is
            subject to any investigation;

      the website  of the  Corporation  and the  Subsidiary  does not  contain
            material   information  with  respect  to  the  Corporation  or  the
            Subsidiary  which is incomplete,  incorrect or omits a fact so as to
            render such information misleading;

     except as set  forth  in the  Corporation's  SEC  Report  or  disclosed  in
            writing to the Agent,  neither the  Corporation  nor the  Subsidiary
            owes any money to, nor has the  Corporation  or the  Subsidiary  any
            present  loans to, or  borrowed  any monies  from,  or is  otherwise
            indebted to any  officer,  director,  employee,  shareholder  or any
            person not dealing at "arms  length" (as such term is defined in the
            Income  Tax Act  (Canada))  with the  Corporation  except  for usual
            employee  reimbursements  and compensation  paid in the ordinary and
            normal course of the business of the Corporation and the Subsidiary;

     except as set forth in the  Corporation's  SEC Report or  disclosed  to the
            Agent in writing,  neither the  Corporation  nor the Subsidiary is a
            party to any contract,  agreement or understanding with any officer,
            director, employee, shareholder or any other person not dealing with
            it at "arm's  length" (as such term is defined in the Income Tax Act
            (Canada)), other than employment agreements;

      each of the  Corporation  and the  Subsidiary  has  filed  all  necessary
            federal,  provincial,  state,  local and  foreign  tax  returns  and
            notices and has paid or made provision for all  applicable  taxes of
            whatever  nature to the extent  such  taxes have  become due or have
            been  alleged  to be due and the  Corporation  is not  aware  of any
            material tax deficiencies or material  interest or penalties accrued
            or accruing, or alleged to be accrued or accruing thereon which have
            not  otherwise  been  provided  for  by  the   Corporation  and  the
            Subsidiary;

     except as  set  forth  in  the  Corporation's  SEC  Reports,   neither  the
            Corporation  nor the  Subsidiary has made any loans to or guaranteed
            the  obligations  of, any person other than the  Corporation  or the
            Subsidiary;


                                       12
<PAGE>

     except as  set  forth  in the  Corporation's  SEC  Reports  and  except  as
            disclosed to the Agent in writing,  to the best of the  knowledge of
            the  Corporation,   no  present  or  former  officer,   director  or
            shareholder  of the  Corporation  or the Subsidiary has any cause of
            action, or other claim whatsoever,  against,  or owes any amount to,
            the  Corporation  or the Subsidiary  other than for any  liabilities
            reflected in the audited  consolidated  financial  statements of the
            Corporation  for the year ended  December 31, 2003 and claims in the
            ordinary and normal course of the business of the Corporation or the
            Subsidiary  such as for accrued  vacation  pay and accrued  benefits
            under any employee plans;

     except as set forth in the Corporation's SEC Reports,  other than the usual
            customary  health  benefit  plan for all  employees  or as otherwise
            disclosed  to the Agent in writing,  there is  presently no material
            plan  in  place  for  retirement  bonus,   stock  option,   deferred
            compensation,  severance or  termination  pay,  insurance,  medical,
            hospital, dental, vision care, drug, sick leave, disability,  salary
            continuation,   legal  benefits,  unemployment  benefits,  vacation,
            incentive or otherwise  contributed to or required to be contributed
            to, by the  Corporation  or the  Subsidiary  for the  benefit of any
            current or former director,  officer,  employee or consultant of the
            Corporation  or the  Subsidiary  and,  to the  extent  that any such
            employee benefit plan is in place,  each such employee plan has been
            maintained in compliance with its terms and with the requirements by
            any and  all  statutes,  orders,  rules  and  regulations  that  are
            applicable to each such employee plan;  neither the  Corporation nor
            the Subsidiary currently has and has not had any pension plan;

     except as  set  forth  in  the  Corporation's  SEC  Reports,  all  material
            accruals  for  unpaid  vacation  pay,   premiums  for   unemployment
            insurance,  health premiums,  pension plan premiums,  accrued wages,
            salaries and  commissions  and employee  benefit plan  payments have
            been reflected in the books and records of the  Corporation  and the
            Subsidiary  and the  Corporation  is up-to-date  with respect to all
            statutory remittances required in respect thereof;

      neither the Corporation nor the Subsidiary has made any contracts with any
            labour  union or employee  association  nor made  commitments  to or
            conducted negotiations with any labour union or employee association
            with  respect to any future  agreement  and the  Corporation  is not
            aware of any current  attempts to organize or  establish  any labour
            union or employee  association nor is there any certification of any
            such union with regard to a bargaining unit;

      this Agreement  has been duly  authorized,  executed and delivered by the
            Corporation  and  constitutes a valid and binding  obligation of the
            Corporation  enforceable  against the Corporation in accordance with
            its  terms,   except  as  enforcement  thereof  may  be  limited  by
            bankruptcy,  insolvency,  reorganization,  moratorium and other laws
            relating  to or  affecting  the rights of  creditors  generally  and
            except as limited by the  application of equitable  principles  when
            equitable  remedies  are  sought,  and by the fact  that  rights  to
            indemnity,  contribution  and  waiver,  and  the  ability  to  sever
            unenforceable terms, may be limited by applicable law;


                                       13
<PAGE>

      each of this Agreement, the Subscription Agreements, the Special Warrants
            and the Broker Warrants has been duly authorized and constitutes, or
            upon  execution and delivery  thereof will  constitute,  a valid and
            binding  obligation  of  the  Corporation  enforceable  against  the
            Corporation  in  accordance  with its terms,  except as  enforcement
            thereof may be limited by  bankruptcy,  insolvency,  reorganization,
            moratorium  and other laws  relating to or  affecting  the rights of
            creditors  generally  and except as limited  by the  application  of
            equitable  principles when equitable remedies are sought, and by the
            fact that rights to  indemnity,  contribution  and  waiver,  and the
            ability to sever  unenforceable  terms, may be limited by applicable
            law;

      all necessary  corporate  action  has been taken by the  Corporation  to
            allot and  authorize  the  issuance  of the  Special  Warrants,  the
            Underlying  Securities,  the Warrant Shares, and the Broker Warrants
            and,  upon due exercise of the Special  Warrants and the exercise of
            the  Warrants  and  the  Broker  Warrants  in  accordance  with  the
            provisions  thereof,  the Common  Shares and Warrant  Shares (as the
            case may be) will be validly issued as fully paid and non-assessable
            securities in the capital of the Corporation;

      the authorized capital of the Corporation consists of 100,000,000 Common
            Shares,  $.001  par  value  per  share,  and  20,000,000  shares  of
            Preferred  Stock,  $.0001 par value per share,  of which  10,925,755
            Common  Shares and no Preferred  Shares are issued and  outstanding.
            All of the issued and  outstanding  common shares are fully paid and
            non-assessable;

      other than the Agent (and its co-agents or sub-agents)  there is no person
            acting  or  purporting  to act at the  request  or on  behalf of the
            Corporation,  that is entitled to any  brokerage  or finder's fee in
            connection with the transactions contemplated by this Agreement;

      the Corporation  has duly  complied  with all the terms,  covenants  and
            conditions of this Agreement on its part to be complied with through
            the date hereof; and

      the Corporation  and the  Subsidiary  have  not  withheld,  and will not
            withhold, from the Agent any facts relating to the Corporation,  the
            Subsidiary or to the Offering of the Special  Warrants that would be
            material to a prospective purchaser of the Special Warrants.

      REPRESENTATIONS,  WARRANTIES AND COVENANTS OF THE AGENT.  The Agent hereby
            represents,   warrants  and   covenants  to  the   Corporation   and
            acknowledges   that   the   Corporation   is   relying   upon   such
            representations and warranties, that:


                                       14
<PAGE>

      in respect  of the offer and sale of the  Special  Warrants,  the Agent
            will comply with all applicable  Securities  Laws and all applicable
            laws of the jurisdictions in which it offers Special Warrants;

      the Agent and its representatives have not engaged in or authorized, and
            will not engage in or authorize, any form of general solicitation or
            general  advertising in connection with or in respect of the Special
            Warrants or the Underlying  Securities in any  newspaper,  magazine,
            printed media of general and regular paid circulation or any similar
            medium,  or  broadcast  over radio or  television  or  otherwise  or
            conducted any seminar or meeting concerning the offer or sale of the
            Special  Warrants or the Underlying  Securities whose attendees have
            been invited by any general solicitation or general advertising;

      the Agent has not and will not  solicit  offers to  purchase or sell the
            Special  Warrants so as to require the filing of a  prospectus  with
            respect  thereto or the provision of a  contractual  right of action
            under the laws of any jurisdiction; and

      the Agent is an "accredited  investor" as defined in Ontario  Securities
            Commission Rule 45-501.

      It is understood and agreed that the Corporation  and, for purposes of the
      opinions  to  be  delivered  pursuant  to  paragraph  8,  counsel  to  the
      Corporation,  will rely on the accuracy  and truth of the  representations
      and warranties set forth in this subparagraph 6(b).

7.  SPECIAL  WARRANT  CLOSING  DELIVERIES.  The purchase and sale of the Special
Warrants  shall be completed at the Closing Times at the offices of Beard Winter
LLP, Toronto,  or at such other place as the Agent and the Corporation may agree
upon. At or prior to the Closing Times,  the Corporation  shall duly and validly
deliver to the Agent,  certificates  in  definitive  form  representing  Special
Warrants,  registered  in the names of such  Purchasers or as indicated on their
respective  Subscription  Agreements,  against  payment at the  direction of the
Corporation of the  subscription  price therefor,  in lawful money of the United
States by certified cheque or banker's draft.

8. SPECIAL WARRANT CLOSING CONDITIONS.  Each Purchaser's  obligation to purchase
the  Special  Warrants,  as the  case  may be,  at the  Closing  Time  shall  be
conditional  upon the  fulfilment at or before the Closing Time of the following
conditions:

      the Agent shall have received at the Closing Time certificates dated the
            Closing Date,  signed by an  appropriate  officer or officers of the
            Corporation  addressed to the Agent and its counsel, with respect to
            the articles and by-laws of the Corporation,  the resolutions of the
            Corporation's  board of directors  relating to this  Agreement,  the
            Special   Warrants,   the  Broker  Warrants  and  the   transactions
            contemplated  hereby  and  thereby,   the  incumbency  and  specimen
            signatures  of signing  officers and such other matters as the Agent
            may reasonably request;


                                       15
<PAGE>

      the Subscription  Agreements,  the certificates  representing the Broker
            Warrants  and the  certificates  representing  the Special  Warrants
            shall have been  executed and  delivered  by the parties  thereto in
            form and substance satisfactory to the Agent and its counsel, acting
            reasonably;

      the Agent shall have received favourable legal opinions addressed to the
            Agent, in form and substance  satisfactory  to the Agent's  counsel,
            dated the Closing Date, from Gottbetter & Partners LLP,  counsel for
            the  Corporation  and,  where  appropriate,  counsel in the Canadian
            Offering  Jurisdictions or foreign  jurisdictions  as necessary,  on
            which  counsel  in turn may  rely,  and as to  matters  of fact,  on
            certificates  of  auditors,  public  officials  and  officers of the
            Corporation, with respect to the following matters:

      as to the  incorporation  and subsistence of the Corporation  under the
            laws of the State of Delaware and as to the  corporate  power of the
            Corporation to carry on its business as presently carried on, to own
            its  properties  and  to  carry  out  its  obligations   under  this
            Agreement,  the Subscription  Agreements and the Broker Warrants and
            to issue  the  Special  Warrants,  the  Underlying  Securities,  the
            Warrant Shares and the Broker Warrants;

      as to the  incorporation  and  subsistence of the Subsidiary  under the
            laws of its  jurisdiction of  incorporation  and as to the corporate
            power  of the  Subsidiary  to  carry on its  business  as  presently
            carried on and to own its properties;

      as to the authorized capital of the Corporation and the Subsidiary, the
            issued and outstanding capital of the Corporation and the registered
            holders of the issued and outstanding capital of the Subsidiary;

      none of the execution and delivery of this  Agreement,  the  Subscription
            Agreements,  the certificates  representing the Special Warrants and
            the Broker  Warrants,  the  performance  by the  Corporation  of its
            obligations hereunder and thereunder, or the sale or issuance of the
            Special Warrants,  the Underlying Securities and the Broker Warrants
            will  conflict  with  or  result  in any  breach  of the  constating
            documents or by-laws of the Corporation;

      each of this Agreement,  the  Subscription  Agreements,  the certificates
            representing the Special Warrants, and the certificates representing
            the Broker Warrants has been duly authorized, executed and delivered
            by the  Corporation,  and  constitutes  a valid and legally  binding
            agreement of the  Corporation  enforceable  against it in accordance
            with its  terms,  except as  enforcement  thereof  may be limited by
            bankruptcy, insolvency, liquidation,  reorganization,  moratorium or
            similar laws affecting the rights of creditors  generally and except
            as limited by the application of equitable principles when equitable
            remedies are sought,  and the qualification  that the enforceability
            of rights of indemnity and contribution may be limited by applicable
            law;


                                       16
<PAGE>

      the Underlying Securities have been authorized and allotted for issuance
            to the  holders of the Special  Warrants  and the Agent (as the case
            may be) and,  upon the due  exercise  of the Special  Warrants,  the
            Warrants and the Broker  Warrants in accordance  with the provisions
            thereof, the Common Shares forming part of the Underlying Securities
            and the  Warrant  Shares  will be  validly  issued as fully paid and
            non-assessable securities in the capital of the Corporation;

      the Special  Warrants  have  been  validly  executed  and  issued by the
            Corporation;

      the issuance and sale by the Corporation of the Special  Warrants to the
            Purchasers and the Broker  Warrants to the Agent are exempt from the
            prospectus   requirements  of  applicable  Securities  Laws  and  no
            documents  are  required  to be filed  (other than  specified  forms
            accompanied  by  requisite  filing  fees),   proceedings   taken  or
            approvals,  permits,  consents or authorizations  obtained under the
            applicable Securities Laws to permit such issuance and sale; and the
            issuance of the Underlying  Securities,  the Warrant Shares upon the
            exercise  of the  Special  Warrants,  the  Warrants  and the  Broker
            Warrants  (as  the  case  may  be) is  exempt  from  the  prospectus
            requirements  of  applicable  Securities  Laws  subject  to  certain
            provisos and specified resale restrictions;

      the certificates  representing the Special Warrants, Broker Warrants and
            Warrants comply with applicable corporate law; and

      such other matters as the Agent's legal  counsel may  reasonably  request
            prior to the Closing Time;

      the Agent  shall  have  received   certificates  of  status  or  similar
            certificates  with respect to the  jurisdiction in which each of the
            Corporation and the Subsidiary is incorporated.

9. RIGHTS OF TERMINATION

      LITIGATION.  If  any  enquiry,   action,  suit,   investigation  or  other
            proceeding whether formal or informal is instituted or threatened or
            any  order  is made  by any  federal,  provincial,  state  or  other
            governmental  authority in relation to the Corporation or any of the
            officers or directors  of the  Corporation  or any of its  principal
            security  holders  which,  in the  reasonable  opinion of the Agent,
            operates to prevent or restrict the  distribution  or trading of the
            Special  Warrants or the Underlying  Securities which may reasonably
            be seen to materially and adversely affect the financial  markets or
            the business,  affairs or  profitability  of the  Corporation or the
            future market price or the present or future value of the securities
            of the Corporation,  the Agent shall be entitled,  at its option and
            in accordance with subparagraph (j) of this Agreement,  to terminate
            its  obligations  under this Agreement  (and the  obligations of the
            Purchasers  arranged by them to purchase  Special  Warrants,  as the
            case may be) by notice to that effect given to the  Corporation  any
            time prior to the Closing Time.


                                       17
<PAGE>

      DISASTER OUT  CLAUSE.  In the event that prior to the  Closing  Time there
            should develop, occur or come into effect any occurrence of national
            or international  consequence or any event, action,  condition, law,
            governmental  regulation,  inquiry or other occurrence of any nature
            whatsoever  which,  in the  sole  opinion  of the  Agent,  adversely
            affects  or  involves,  or may  adversely  affect  or  involve,  the
            Canadian financial markets or the business, affairs or profitability
            of the  Corporation,  the Agent shall be entitled at its option,  in
            accordance with subparagraph (j) of this Agreement, to terminate its
            obligations  under  this  Agreement  (and  the  obligations  of  the
            Purchasers arranged by it to purchase Special Warrants,  as the case
            may be) by written  notice to that effect  given to the  Corporation
            prior to the Closing Time.

      CHANGEIN MATERIAL  FACT. In the event that prior to the Closing Time there
            should occur any material  change,  there should be  discovered  any
            previously  undisclosed  material  fact,  or there  should occur any
            material  change such as is  contemplated  by paragraph 5, which, in
            the  reasonable  opinion of the Agent,  has or could  reasonably  be
            expected to have a material adverse effect on the business,  affairs
            or  profitability of the Corporation or on the market price or value
            of the Special  Warrants  or the  Underlying  Securities,  the Agent
            shall be entitled,  at its option,  in accordance with  subparagraph
            (j), to terminate  its  obligations  under this  Agreement  (and the
            obligations  of the  Purchasers  arranged by it to purchase  Special
            Warrants, as the case may be) by written notice to that effect given
            to the Corporation prior to the Closing Time.

      NON-COMPLIANCE WITH CONDITIONS.  The Corporation agrees that all terms and
            conditions in this  Agreement  shall be construed as conditions  and
            complied  with so far as the same relate to acts to be  performed or
            caused to be performed by the Corporation  that it will use its best
            efforts (or all commercially  reasonable  efforts, as applicable) to
            cause such conditions to be complied with, and any breach or failure
            by the  Corporation  to  comply  with any of such  conditions  shall
            entitle the Agent,  at its option in  accordance  with  subparagraph
            (j), to terminate  its  obligations  under this  Agreement  (and the
            obligations  of the  Purchasers  arranged by it to purchase  Special
            Warrants,  as the case may be) by notice to that effect given to the
            Corporation at or prior to the Closing Time. The Agent may waive, in
            whole or in part, or extend the time for compliance  with, any terms
            and  conditions  without  prejudice  to its rights in respect of any
            other of such terms and conditions or any other or subsequent breach
            or non-compliance,  provided that any such waiver or extension shall
            be binding  upon the Agent only if the same is in writing and signed
            by it.

      CEASE TRADE  ORDER.  In the  event  that any  order to  cease  trading  in
            securities of the  Corporation is made or threatened by a securities
            regulatory authority, the Agent shall be entitled, at its option, in
            accordance with subparagraph (j) of this Agreement, to terminate its
            obligations  under  this  Agreement  (and  the  obligations  of  the
            Purchasers arranged by it to purchase Special Warrants,  as the case
            may be) by written  notice to that effect  given to the  Corporation
            prior to the Closing Time.

      DUE   DILIGENCE  INVESTIGATION.  In the event that the Agent,  in its sole
            discretion,  is not satisfied  with the results of its due diligence
            review and  investigation  of the  Corporation,  the Agent  shall be
            entitled,  at its option,  in accordance with  subparagraph  (j), to
            terminate its obligations  under this Agreement (and the obligations
            of the Purchasers  arranged by it to purchase Special  Warrants,  as
            the case  may be) by  written  notice  to that  effect  given to the
            Corporation prior to the Closing Time.


                                       18
<PAGE>

      MARKETOUT CLAUSE.  In the event that the state of the financial markets is
            such  that,  in  the  sole  opinion  of  the  Agent,   it  would  be
            unprofitable  to offer or  continue  to offer  for sale the  Special
            Warrants,  the Agent shall be entitled, at its option, in accordance
            with  subparagraph  (j), to  terminate  its  obligations  under this
            Agreement (and the  obligations of the Purchasers  arranged by it to
            purchase Special Warrants,  as the case may be) by written notice to
            that effect given to the Corporation prior to the Closing Time.

      INVESTIGATIONS.  In the event  that  there is any  inquiry,  action,  suit
            proceeding or investigation (whether formal or informal,  instituted
            or announced or threatened) in relation to the  Corporation,  or any
            of  the  directors,   officers  or  principal  shareholders  of  the
            Corporation,  the  Agent  shall  be  entitled,  at  its  option,  in
            accordance with subparagraph (j), to terminate its obligations under
            this Agreement (and the obligations of the Purchasers arranged by it
            to purchase Special Warrants,  as the case may be) by written notice
            to that effect given to the Corporation prior to the Closing Time.

      REPRESENTATIONS AND WARRANTIES.  In the event that any  representation  or
            warranty  given by the  Corporation  in this Agreement is or becomes
            untrue,  false or  misleading,  the Agent shall be entitled,  at its
            option,  in  accordance  with  subparagraph  (j), to  terminate  its
            obligations  under  this  Agreement  (and  the  obligations  of  the
            Purchasers arranged by it to purchase Special Warrants,  as the case
            may be) by written  notice to that effect  given to the  Corporation
            prior to the Closing Time.

      EXERCISE OF TERMINATION  RIGHTS.  The rights of  termination  contained in
            subparagraphs  (a) to (i) may be  exercised  by the Agent and are in
            addition  to any  other  rights  or  remedies  the Agent may have in
            respect of any default,  act or failure to act or  non-compliance by
            the  Corporation  in respect of any of the matters  contemplated  by
            this Agreement or otherwise.  In the event of any such  termination,
            there shall be no further  liability on the part of the Agent to the
            Corporation or on the part of the Corporation to the Agent except in
            respect  of any  liability  for  acts  or  omissions  prior  to such
            termination under paragraphs 0, 0 and 0.

10. EXPENSES. Whether or not the sale of the Special Warrants or the issuance of
the Underlying  Securities upon exercise of such Special  Warrants is completed,
all expenses of or incidental to the issue and delivery of the Special  Warrants
and the  Underlying  Securities or incidental to all matters in connection  with
the transactions  herein set out shall be borne by the  Corporation,  including,
without  limitation,  expenses in  connection  with the issuance and sale of the
Special  Warrants,  all fees required  under the  Securities  Laws, the fees and
expenses of counsel to the  Corporation  and all local  counsel  selected by the
Corporation, the reasonable fees and expenses of counsel to the Agent (inclusive
of  disbursements  and  all  applicable  GST),  the  fees  and  expenses  of the
Corporation's  transfer  agent  (if  any),  the fees and  expenses  of all trust
companies or outside  consultants  (if any), all  out-of-pocket  expenses of the
Agent  (including  travel  expenses),  all costs incurred in connection with the
preparation  for and holding of  information  meetings and all costs incurred in
connection  with the  preparation  and  printing  of  documentation  required in
connection  with the sale of the  Special  Warrants.  The  Agent  shall  provide
detailed  invoices to the  Corporation  evidencing its expenses and shall return
any funds not required to pay such expenses to the  Corporation  forthwith after
completion of the transactions  contemplated herein.  Out-of-pocket  expenses of
the Agent (other than the fees and expenses of the Agent's counsel) in excess of
$2,000 shall be  pre-approved  in writing by the  Corporation.  The  Corporation
acknowledges  that an amount will be withheld  from the proceeds of the Offering
in respect of the Agent's out-of-pocket expenses.


                                       19
<PAGE>

11. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All warranties, representations,
covenants  and  agreements  herein  contained  or  contained  in  any  documents
submitted  pursuant to this  Agreement  and in connection  with the  transaction
herein  contemplated shall survive the purchase and sale of the Special Warrants
and the exercise of such Special  Warrants for the Underlying  Securities by the
Purchasers  and  continue  in full  force  and  effect  for the  benefit  of the
Purchasers for a period of two years from the last Closing Date and shall not be
limited or prejudiced by any investigation  made by or on behalf of the Agent in
connection with the purchase and sale of the Special Warrants, or otherwise.

      12.   (d) INDEMNITY. The Corporation shall indemnify and save harmless the
            Agent  and/or  any  of  its  affiliates  and  subsidiaries  and  the
            directors, officers, employees, agents, consultants and shareholders
            of each of the Agent and/or any of its  affiliates  or  subsidiaries
            (each an "INDEMNIFIED PARTY") from and against any and all expenses,
            losses  (other than loss of profits),  claims,  actions,  damages or
            liabilities,  joint or several  (including the aggregate amount paid
            in settlement of any actions,  suits,  proceedings or claims and the
            fees and expenses of their  counsel that may be incurred in advising
            with respect to and/or  defending any claim that may be made against
            an  Indemnified  Party) to which the  Indemnified  Party may  become
            subject or otherwise  involved in any capacity  under any statute or
            common law or otherwise  insofar as such expenses,  losses,  claims,
            damages,  liabilities or actions arise out of or are based, directly
            or  indirectly,   upon  the  performance  of  professional  services
            rendered to the  Corporation by any  Indemnified  Party hereunder or
            otherwise  in  connection  with the  issue  and sale of the  Special
            Warrants in the United States,  the Canadian Offering  Jurisdictions
            and  any  other  jurisdiction  in  which  the  Special  Warrants  or
            Underlying  Securities  may be offered or sold,  provided,  however,
            that this  indemnity  shall not apply to the extent  that a court of
            competent   jurisdiction   in  a  final  judgment  that  has  become
            non-appealable shall determine that:

      an Indemnified  Party has been  negligent or dishonest or has committed
            any fraudulent act or engaged in wilful  misconduct in the course of
            such  performance  or has breached  any  material  provision of this
            Agreement; and

      the expenses,  losses,  claims,  damages  or  liabilities,  as to  which
            indemnification   is  claimed   were   caused  by  the   negligence,
            dishonesty, fraud, wilful misconduct or material breach of Agreement
            referred to in clause (i).


                                       20
<PAGE>

The Corporation  hereby agrees to waive any right it may have of first requiring
the Agent and/or any Indemnified  Person to proceed against or enforce any other
right,  power,  remedy,  security or claim  payment from any other person before
claiming under this indemnity.

      NOTIFICATION  OF  CLAIMS.   Promptly   after  receipt  of  notice  of  the
            commencement of any legal proceeding against an Indemnified Party or
            after  receipt of notice of the  commencement  of any  investigation
            which is based,  directly or indirectly,  upon any matter in respect
            of which  indemnification  may be sought from the  Corporation,  the
            Indemnified  Party  will  notify the  Corporation  in writing of the
            commencement   thereof  and  the  Corporation  shall  undertake  the
            investigation  and  defence  thereof  on behalf  of the  Indemnified
            Party,  as  applicable,  including the prompt  employment of counsel
            reasonably  acceptable to the  Indemnified  Party and the payment of
            all  reasonable  expenses.  Failure  by an  Indemnified  Party to so
            notify the  Corporation  shall not  relieve the  Corporation  of its
            obligation  of  indemnification  hereunder  unless  (and only to the
            extent that) such failure  results in forfeiture by the  Corporation
            or material  impairment of its substantive  rights or defences.  The
            Corporation  shall,  throughout the course of any  investigation  as
            contemplated herein, provide copies of all relevant documentation to
            the Indemnified  Party,  will keep the Indemnified  Party advised of
            the progress thereof and will discuss with the Indemnified Party all
            significant  actions  proposed.  No admission  of  liability  and no
            settlement  of any action  shall be made  without the prior  written
            consent of the Corporation and the Indemnified  Party,  such consent
            not to be unreasonably withheld or delayed.

      RIGHT OF  INDEMNITY IN FAVOUR OF OTHERS.  With respect to any  Indemnified
            Party who is not a party to this  Agreement,  the Agent shall obtain
            and hold the rights and benefits of this paragraph 0 and paragraph 0
            in trust for and on behalf of such Indemnified Party.

      RETAININGCOUNSEL. Notwithstanding that the Corporation shall undertake the
            investigation  and defence of any action, an Indemnified Party shall
            have the right to employ  separate  counsel  in any such  action and
            participate  in the defence  thereof,  but the fees and  expenses of
            such counsel will be at the expense of the Indemnified Party unless:
            (a)   employment  of  such  counsel  has  been   authorized  by  the
            Corporation;  (b) the Corporation shall not have assumed the defence
            of the action  within a  reasonable  period of time after  receiving
            notice of the  action;  (c) the  named  parties  to any such  action
            include  both  the  Corporation  and an  Indemnified  Party  and the
            Indemnified  Party shall have been advised by counsel that there may
            be a conflict of interest  between the  Corporation  and Indemnified
            Party,  as the  case  may be;  or (d)  there  are one or more  legal
            defences  available to the Indemnified Part which are different from
            or in addition to those available to the Corporation.

            The Corporation  agrees that in case: (i) any legal proceeding shall
            be brought  against the Corporation  and/or an Indemnified  Party by
            any  governmental  commission or  regulatory  authority or any stock
            exchange;  or (ii) an entity  having  regulatory  authority,  either
            domestic or foreign,  shall  investigate the  Corporation  and/or an
            Indemnified  Party,  and any Indemnified  Party shall be required to
            testify in  connection  therewith or shall be required to respond to
            procedures designed to discover information regarding, in connection
            with,  or by  reason of the  performance  of  professional  services
            rendered  to  the   Corporation  by  the  Indemnified   Party,   the
            Indemnified  Party shall have the right to employ its own counsel in
            connection  therewith,  and the reasonable fees and expenses of such
            counsel  as well as the  reasonable  costs  (including  an amount to
            reimburse the  Indemnified  Party for time spent by the  Indemnified
            Party in  connection  therewith  on a per diem basis based on normal
            consulting  fees)  and   out-of-pocket   expenses  incurred  by  the
            Indemnified  Party  in  connection  therewith  shall  be paid by the
            Corporation as they occur.


                                       21
<PAGE>

      13.   (e)  CONTRIBUTION.  In order  to  provide  for a just and  equitable
            contribution  in  circumstances  in which the indemnity  provided in
            paragraph 0 would  otherwise  be available  in  accordance  with its
            terms but is, for any reason  (other than the  occurrence  of any of
            the events set out in paragraph  (a)(i) or (ii)  above),  held to be
            unavailable  to  or  unenforceable   by  an  Indemnified   Party  or
            enforceable  otherwise  than  in  accordance  with  its  terms,  the
            Corporation and the Indemnified Party shall severally  contribute to
            the aggregate of all claims, expenses, costs and liabilities and all
            losses  (other  than loss of profits)  of a nature  contemplated  in
            paragraph 0 in such  proportions  as is  appropriate  to reflect not
            only the relative  benefits  received by the  Corporation on the one
            hand and the  Indemnified  Party  on the  other  hand,  but also the
            relative fault of the Corporation and the Indemnified Party, as well
            as any other relevant equitable considerations. An Indemnified Party
            shall not in any event be liable to  contribute,  in the  aggregate,
            any amounts in excess of such  aggregate  fee or any portion of such
            fee actually received by the Agent.

      RIGHT OF  CONTRIBUTION  AND  INDEMNITY  IN ADDITION TO OTHER  RIGHTS.  The
            rights to  contribution  and indemnity  provided in this paragraph 0
            and paragraph 0 shall be in addition to and not in derogation of any
            other right to contribution or indemnity which an Indemnified  Party
            may have by statute or  otherwise  at law and shall be binding  upon
            and  enure to the  benefit  of any  successors,  assigns,  heirs and
            personal  representations  of the  Corporation  and any  Indemnified
            Party.

      CALCULATION OF CONTRIBUTION. In the event that the Corporation may be held
            to be entitled to  contribution  from the Agent under the provisions
            of any  statute  or at law,  the  Corporation  shall be  limited  to
            contribution in an amount not exceeding the lesser of:

      the portion of the full amount of the loss or  liability  giving rise to
            such contribution for which the Agent is responsible,  as determined
            in subparagraph (a) above; and

      the amount of the aggregate fee actually  received by the Agent from the
            Corporation under this Agreement.


                                       22
<PAGE>

      NOTICE. If an  Indemnified  Party has reason to  believe  that a claim for
            contribution may arise, it shall give the Corporation notice of such
            claim in writing,  as soon as  reasonably  possible,  but failure to
            notify the  Corporation  shall not  relieve the  Corporation  of any
            obligation  which it may have to the  Indemnified  Party  under this
            paragraph.

14. ADVERTISEMENTS.  The Corporation  acknowledges that the Agent shall have the
right,  subject  always to clauses  0(a) and (d) of this  Agreement,  at its own
expense,  to place such advertisement or advertisements  relating to the sale of
the  Special  Warrants  or  the  Underlying   Securities   contemplated   herein
(including,  without  limitation,  posting a notice on its website) as the Agent
may consider desirable or appropriate and as may be permitted by applicable law.
The  Corporation and the Agent each agree that they will not make or publish any
advertisement in any media whatsoever relating to, or otherwise  publicize,  the
transaction  provided  for  herein  so as to result  in any  exemption  from the
prospectus and registration requirements of applicable securities legislation in
any of the Canadian  Offering  Jurisdictions or any other  jurisdiction in which
the Special  Warrants or  Underlying  Securities  shall be offered or sold being
unavailable  in  respect  of the  sale of the  Special  Warrant  to  prospective
purchasers.

15. NOTICES.  Unless otherwise expressly provided in this Agreement,  any notice
or other communication to be given under this Agreement (a "NOTICE") shall be in
writing addressed as follows:

         If to the Corporation, to:

                  Adsero Corp.
                  2085 Hurontario Street, Suite 300
                  Mississauga, Ontario
                  L4A 4G1

                  Attention:        President
                  Telecopier:       (905) 629-7025

                  with a copy to:

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

                  Attention:        Scott E. Rapfogel
                  Telecopier:       (212) 400-6901

         If to the Agent, to:

                  DGM Bank & Trust Inc.
                  Chancery House
                  High Street
                  Bridgetown, Barbados, W.I.

                  Attention:        Gerald R. Page
                  Telecopier:       (246) 425-4944

                  with a copy to:

                  Beard Winter LLP
                  130 Adelaide St. W.
                  Suite 701
                  Toronto, Ontario
                  M5H 2K4

                  Attention:        Julian L. Doyle
                  Telecopier:       (416) 593-7760


                                       23
<PAGE>

            or to such other  address as any of the  parties  may  designate  by
            notice given to the others.

            Each notice  shall be sent to the  addressee  by prepaid  courier or
            facsimile  transmission  and (i) a notice  which is sent by  prepaid
            courier shall, if delivered on a Business Day, be deemed to be given
            and  received on that day and,  in any other  case,  be deemed to be
            given and received on the first  Business Day  following  the day on
            which it is delivered;  and (ii) a notice which is sent by facsimile
            transmission  shall be deemed to be given and  received on the first
            Business Day following the day on which it is sent.

16. TIME OF THE ESSENCE. Time shall, in all respects, be of the essence hereof.

17. UNITED STATES DOLLARS. All references herein to dollar amounts are to lawful
money of the United States of America unless specifically stated otherwise.

18. HEADINGS.  The headings  contained herein are for convenience only and shall
not affect the meaning or interpretation hereof.

19. SINGULAR AND PLURAL, ETC. Where the context so requires, words importing the
singular number include the plural and vice versa,  and words  importing  gender
shall include the masculine, feminine and neuter genders.

20. ENTIRE AGREEMENT.  This Agreement constitutes the only agreement between the
parties with respect to the subject  matter  hereof and shall  supersede any and
all prior  negotiations  and  understandings.  This  Agreement may be amended or
modified in any respect by written instrument only.

21. SEVERABILITY. The invalidity or unenforceability of any particular provision
of this Agreement  shall not affect or limit the validity or  enforceability  of
the remaining provisions of this Agreement.

22.  GOVERNING  LAW.  This  Agreement  shall be  governed  by and  construed  in
accordance  with the laws of the  Province  of  Ontario  and the laws of  Canada
applicable therein.

23. SUCCESSORS AND ASSIGNS.  The terms and provisions of this Agreement shall be
binding  upon and enure to the  benefit  of the  Corporation,  the Agent and the
Purchasers  and their  respective  executors,  heirs,  successors  and permitted
assigns;  provided  that,  except  as  provided  herein  or in the  Subscription
Agreements,  this  Agreement  shall not be  assignable  by any party without the
written consent of the others party hereto.

24. FURTHER ASSURANCES.  Each of the parties hereto shall do or cause to be done
all such acts and things  and shall  execute  or cause to be  executed  all such
documents,  agreements  and other  instruments as may reasonably be necessary or
desirable  for the purpose of  carrying  out the  provisions  and intent of this
Agreement.

25.  EFFECTIVE  DATE.  This Agreement is intended to and shall take effect as of
the date first set forth above,  notwithstanding its actual date of execution or
delivery.

26. LANGUAGE.  The parties hereby  acknowledge that they have expressly required
this  Agreement  and all  notices,  statements  of account  and other  documents
required or permitted to be given or entered into pursuant hereto to be drawn up
in the English  language  only.  Les  parties  reconnaissent  avoir  expressment
demandees que la presente Convention ainsi que tout avis, tout etat de compte et
tout  autre  document  a etre ou  pouvant  etre  donne ou  conclu  en vertu  des
dispositions des presentes, soient rediges en langue anglaise seulement.


                                       24
<PAGE>

27. COUNTERPARTS.  This Agreement may be executed in any number of counterparts,
which taken together shall form one and the same agreement.

If the  Corporation  is in agreement  with the foregoing  terms and  conditions,
please so indicate by executing a copy of this letter where  indicated below and
delivering the same to the Agent. Yours very truly,

                                                DGM BANK & TRUST INC.


                                             By: /s/ Robert Reid
                                                -------------------------------
                                                Name:    Robert Reid
                                                Title:   President & C.E.O.


The foregoing is hereby accepted on the terms and conditions therein set forth.

DATED the 23rd day of June, 2004.

                                               ADSERO CORP.


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


                                       25
<PAGE>

                                  SCHEDULE "A"

                                PRESIDENT'S LIST

Mr. T. Degroote
Mr. P. Katz
Mr. T. Ferraro
Mr. P.  Trigianni
Mr. M. Benadiba
Mr.W. Karp
Mr. A. Paletta
Mr. M. Brewer
L.I.V.N.A.


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