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                                                                    EXHIBIT 2.1
To the Shareholders of
Teckn-O-Laser Global Inc.                                      May 3, 2004
2101, Rue Nobel
Sainte-Julie, Quebec, J3E 1Z8

Attention:  Mrs.  Celine  Plourde,  Mr. Yvon  Leveille and Mr.  Alain  Lachambre
-------------------------------------------------------------------------------
(collectively the "Shareholders")
---------------------------------

Re:      The Purchase of the shares ("Shares") of Teckn-O-Laser  Global Inc.(the
         "Company")  (All  references are to Canadian  dollars unless  otherwise
         noted) .

 A  Canadian  acquisition  company  will be  formed  (Teckn-O-Laser  Acquisition
Corporation  "TAC" and/or the  "Purchaser")  which hereby offers to purchase all
the issued and  outstanding  Shares of the Company  from the  Shareholders.  Our
proposal is made in reliance on information provided to us by the Company, which
indicates  that they will  collectively  have net sales at least $40 million and
earnings before interest,  taxes,  depreciation  and amortization  ("EBITDA") in
excess of $2,000,000 for the twelve months ending April 30, 2004. EBITDA as used
herein is as defined in the attached exhibit A.

This  letter of intent  outlines  the basis upon which the  Purchaser  offers to
complete such a purchase (the "Transaction").  Upon execution and return of this
letter by the Shareholders, the Purchaser will instruct its counsel to prepare a
formal and  binding  agreement  and to  complete  the  necessary  documentation,
including  the  Agreement  of  Purchase  and  Sale of the  Shares,  between  the
Purchaser  and the  Shareholders,  subject to the  provisions  of this Letter of
Intent.

1.       Share Purchase

         The Purchaser  will purchase one hundred  percent (100%) of all classes
         of shares of the Company (common and preferred  shares).  The Purchaser
         hereby   agrees  to  use  its  best  efforts  to  cooperate   with  the
         Shareholders  of the  Company  with  respect  to  modifications  to the
         structure of this  transaction in an effort to minimize the current and
         future tax effects/costs on the Shareholders.

2.       Purchase Price

         The total  consideration  for the  acquisition  of the  Shares  will be
payable as follows:

                                       1
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a)       Cash  on  Closing  -  $3,864,000  payable  as  follows:   $456,000  for
         redemption  and   cancellation  of  the  preferred   shares   currently
         outstanding (split pro-rata among the preferred shareholders),  and the
         balance of $3,408,000 being split among the common shareholders;

b)       Deferred Payment - $3,000,000 in cash, payable $1 million per year over
         three  years.  These  amounts  are  payable  ninety (90) days after the
         applicable  year-end to allow for the audited  financial  results to be
         completed;

c)       Public  Transaction - 6 million  shares in  exchangeable  shares of TAC
         ("Shares")  will be issued.  These shares will be exchangeable on a one
         for one basis  into  common  shares of Adsero  Corp  ("Adsero").  On or
         before closing Adsero will own all of the issued and outstanding common
         stock of TAC, excluding the 6 million  exchangeable shares issued under
         this  clause.  The shares  issued  under this  clause will be part of a
         registration  statement  currently  being  prepared  by Adsero  and the
         Purchaser will use its best efforts to register the shares.  The shares
         of Adsero will be subject to a three (3) year  lock-up  agreement  with
         the first 1/3 available on the first  anniversary  of the closing date.
         The  lock-up  restrictions  can be  removed at any point in time by the
         Board of  Directors  of Adsero.  At the time of  closing,  and with all
         exchangeable  shares converted into Adsero stock the Shareholders  will
         own at least 25% of all the issued and outstanding shares of Adsero;

d)       Stock Conversion - The Shareholders will have the option to convert any
         payments  under  clause  2(b)  into  common  stock of  Adsero  at a 20%
         discount to the Market Price. Market Price is defined as the average of
         the  closing  price  for the  prior 20  trading  days.  This  option is
         available on the date each payment is to be made under clause 2(b). The
         Shareholders will give 10 business days notice to Adsero to elect under
         this  clause and  Adsero  will  issue the  applicable  number of shares
         within 15 days of receiving notice;

e)       Management  Contracts - For Yvon Leveille  ("YL"),  and Alain Lachambre
         ("AL") under mutually  agreed upon terms for a three (3) year period at
         a base salary,  plus bonus  capability  based on base salary  (based on
         Board  approved  directives),  and employee  benefits  customary for an
         executive  at this  level  in this  type of  business.  The  employment
         agreements  will contain  minimum floor EBITDA  targets for the overall
         company  in order to  monitor  performance  which  will  impact  on the
         contract   including   but  not  limited  to  contract   duration   and
         remuneration; and

                                       2
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f)       Stock  Options - 300,000  stock  options will be issued under  Adsero's
         stock  option  plan  at  time of  closing  to YL,  AL,  and  other  key
         management  as  reasonably  agreed  upon  prior to  closing.  The stock
         options  will have a vesting  period of 3 years (1/3  become  vested on
         each anniversary date of the grant of options) and a strike price of no
         greater than $1.00 US per share.  The shares under the option plan will
         be part of a registration statement as mentioned in 2(c) above.

3.       Purchase Price Adjustment Clause

         As soon as is practical,  targeting within 60 days following closing of
         the purchase and sale  agreement,  the Company  shall  prepare  audited
         financial  statements  ("Audited  FS")  based on the  prior  two  years
         results. The Audited F/S shall be prepared in accordance with Generally
         Accepted Accounting  Principles ("GAAP") consistently applied. The cost
         of this audit will be paid by the Purchaser.

         Prior to issuing the Audited FS, the  Purchaser  shall  provide a draft
         version of the  Audited  FS to the  Shareholders  and/or  Shareholders'
         accountants. The Shareholders and/or Shareholders' accountants shall be
         allowed at least 15 days to review  this  material  and to provide  any
         comments they may have on the Audited FS.

         The purchase price will be adjusted as follows:

         For every  $1.00 by which the EBITDA for the 12 months  ended April 30,
         2004 is less than $2,000,000 (as defined in the first paragraph of this
         letter),  then Adsero will have the right to reduce the amount  payable
         under 2(b) by three times the shortfall below $2,000,000.

4.       Shareholders' Obligations

         The Shareholders agree or will ensure:

a)       that they have full power and authority to convey the Shares;

b)       that  they  will  preserve  the  operations  of  the  Company  and  its
         subsidiaries  in their  present  condition and conduct their affairs in
         the ordinary course of business with  ordinary/normal  disbursements to
         shareholders or affiliates

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c)       that the management of Teckn-O-Laser  will work diligently to prepare a
         business plan in conjunction  with Adsero.  This will serve also as the
         budget for Teckn-O-Laser related to bonus targets for management;

d)       that  they  and/or  their  agent(s)  will not enter  into  negotiations
         related to the sale of all or part of the Company or to  disclose  this
         offer to negotiate  with or enter into any agreement with other parties
         with  regard to the sale of the  shares or assets of the  Company  (the
         "period of exclusivity"). This period of exclusivity will expire if the
         definitive  Agreement  of  Purchase  and Sale is not signed by July 31,
         2004 or such later date as the  Shareholders  and  Purchaser may agree;
         and

e)       that this  Transaction  will be subject to  customary  representations,
         warranties,  and covenants  which shall survive for a period of one (1)
         year from closing.

5.       Conditions Precedent to Closing

         The  Transaction  will be subject to  customary  conditions  precedent,
including:

a)       a satisfactory economic review by Purchaser of the financial statements
         and records of the  Company.  This  condition is to be satisfied by the
         Purchaser within 30 days of acceptance of this letter of intent subject
         to full  disclosure of all relevant  information  being required of the
         Company immediately upon acceptance of this letter;

b)       The Company will arrange  replacement Bank operating  facilities (asset
         based  lending) in order to  increase  Teckn-O-Laser  Inc.'s  available
         borrowing  capabilities  by at least $1 million.  This condition can be
         removed or modified by the Purchaser on or prior to closing;

c)       The Company  and the  Purchaser  will  replace  the  existing  $900,000
         debenture  bearing  interest  at 11%  per  annum  with a  similar  debt
         instrument of not more than $900,000;

d)       the Purchaser is completely  satisfied  with all labor,  environmental,
         and  employment  matters  in its  sole  discretion  and  completion  of
         employment arrangements with key personnel;

e)       the Company will have the following at closing:

                                       4
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         o        Working  capital of at least  $1,500,000  (working  capital is
                  defined as current  assets less current  liabilities  from the
                  audited financial statements);

         o        Long term debt of no more than $4,500,000.

f)       a satisfactory  review by the Purchaser of the leases and/or  ownership
         of the land and buildings currently occupied by the Company;

g)       the Purchaser shall receive from the Company  letters from  appropriate
         parties,  if applicable,  consenting to the assumption by the Purchaser
         of the  contracts  in place with the  Company's  customers,  the supply
         agreements  supporting  the Company's  business  operations,  any other
         contracts  designated by the  Purchaser  which are necessary to conduct
         the Company's operations and any necessary regulatory consents;

h)       representations  and  warranties  regarding  all  obligations,  product
         liability,  undisclosed liabilities and contingent liabilities shall be
         provided for in the Agreement of Purchase and Sale;

i)       all the Shares will be conveyed to the Purchaser  free and clear of any
         liens or encumbrances;

j)       the  Agreement of Purchase and Sale shall  include an  appropriate  "no
         material  adverse change in the business"  clause;

k)       The  shareholders  will have purchased  before the closing date from La
         caisse de depot et placement du Quebec all the common shares held by La
         caisse de depot et  placement  du Quebec  in the  capital  stock of the
         Company,  and transferred these to the Purchaser in satisfaction of the
         $1.5  million loan for the purchase of the 25% interest in the Company;
         and

l)       Purchaser will have the necessary  funding to close the transaction and
         make the payment as outlined in clause 2(a).

6.       Co-operation and Assignment

         In connection with the transaction contemplated herein:

         a)       the  Company,   the   Shareholders   and  the  Purchaser  will
                  co-operate with each other in the preparation of all necessary
                  documents, obtaining all necessary consents from third parties
                  and complying with all applicable regulatory requirements; and

                                       5
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         b)       in  connection  with,  and for the  purpose  of  enabling  the
                  Purchaser  to complete  the  Transaction,  the Company and the
                  Shareholders will afford the Purchaser and its representatives
                  full access to the books,  records,  facilities  and personnel
                  of,  or  relating  to  the  Company,  and  such  access  to be
                  controlled by the Company acting  reasonably.  Any information
                  obtained by the Purchaser and its representatives will be kept
                  confidential  to  the  extent  not  in the  public  domain  or
                  required to be disclosed by law, and such information shall be
                  returned forthwith to the Company if the proposed  transaction
                  is not completed.

7.       Employees

         The  Company  and/or  its  subsidiaries  will  be  responsible  for all
         employee vacation and pension entitlements and health care benefits, on
         an  ongoing  basis  for  service  up  to  the  date  of  Closing.  Such
         obligations  will be funded by the Company and/or its  subsidiaries  in
         the normal  course of business and, to the extent they remain unpaid at
         Closing, will be reflected as liabilities in the financials.

8.       Closing Date

         The Closing shall take place on or before July 31, 2004,  with targeted
         closing being June 30, 2004.  Closing may be extended by mutual consent
         of both parties.

9.       Expenses

         Each  party  will  be  responsible  for  its  own  costs  and  expenses
         associated with the  Transaction  regardless of whether the Transaction
         is completed.

10.      Announcements

         Any  announcements  of the Transaction by either party will be mutually
         coordinated  reviewed,  and approved  prior to any  announcement  being
         undertaken.

11.      Governing Law

         This letter of intent  shall be governed and  construed  in  accordance
         with the laws of state of New York without  giving effect to principles
         of conflicts of law.

                                       6
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12.      Acceptance

         This offer is open for  acceptance  until 5:00 p.m. on  Wednesday,  May
         5th, 2004.

If the  foregoing  is  acceptable  to you,  we request  that you  evidence  such
approval by signing and dating the enclosed  copy hereof and returning it to the
undersigned.

Yours truly,

Adsero Corp.


Per:     /s/ William M. Smith
         -----------------------------------
         Chief Financial Officer and Director
         William M. Smith


Accepted this 4th day of May, 2004.




Per:     /s/ Celine Plourde
         ------------------------------------
            Celine Plourde




Per:     /s/ Yvon Leveille
         -------------------------------------
         Yvon Leveille




Per:     /s/ Alain Lachambre
         -------------------------------------
         Alain Lachambre

                                       7
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                                    Exhibit A
               Letter Of Intent between Teckn-o-Laser Global Inc.
                                And Adsero Corp.
                                EBITDA Definition


For purposes of determining the amount of the Purchase Price Adjustment,  if any
is necessary,  under clause 3 of the applicable Letter of Intent EBITDA shall be
defined as follows:

As  calculated  under  Canadian  Generally  Accepted  Accounting  Principles  as
Earnings before  interest,  income taxes,  depreciation and amortization for the
fiscal  year  ending  April 2004.  In  addition  an  adjustment  will be made to
increase EBITDA for the exchange losses of approximately $471,000.


                                       8
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To the following Shareholders of
Teckn-O-Laser Global Inc.                                     May 3, 2004
2101, Rue Nobel
Sainte-Julie, Quebec, J3E 1Z8

Attention: Mrs. Celine  Plourde, Mr. Yvon Leveille and Mr. Alain Lachambre
--------------------------------------------------------------------------

Dear Mrs. and Sirs:

Re:      The Purchase of 25% of the shares  ("Shares") of  Teckn-O-Laser  Global
         Inc.  (the  "Company")  from la Caisse de depot et  placement du Quebec
         (All references are to Canadian dollars unless otherwise noted) .

         Adsero Corp.  and or its  designates  ("Adsero")  hereby agrees to loan
         $1.5 million to Mrs.  Celine  Plourde,  Mr. Yvon Leveille and Mr. Alain
         LaChambre  (collectively  "  Shareholders")  to be solely  used for the
         purchase  of all of the  common  shares  held by la  Caisse de depot et
         placement du Quebec (25% of the common shares of the Company).

         As security  for the loan the  Shareholders  will  provide  their share
         certificates for all the shares they own in the Company,  to be held by
         Adsero's  lawyer until the closing of the  transaction,  related to the
         purchase of the remaining shares of the Company by Adsero.  This letter
         is  contingent  upon   successful   completion  of  the  due  diligence
         requirements  under the  purchase  of all the shares of the  Company by
         Adsero.

1.       Closing Date

         The Closing shall take place on or before July 31, 2004,  with targeted
         closing being June 30, 2004.  Closing may be extended by mutual consent
         of both  parties.  At Closing the  Shareholders  will  transfer the 25%
         interest  (all the shares  related to 25%  interest)  in the Company to
         Adsero  Corp.  in  satisfaction  of the  loan of $1.5  million  granted
         hereunder.

2.       Expenses

         Each  party  will  be  responsible  for  its  own  costs  and  expenses
         associated with the  Transaction  regardless of whether the Transaction
         is completed.

                                       9
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3.       Announcements

         Any  announcements  of the Transaction by either party will be mutually
         coordinated  reviewed,  and approved  prior to any  announcement  being
         undertaken.

4.       Acceptance

         This offer is open for acceptance until 5:00 p.m. on Wednesday,  May 5,
         2004.

If the  foregoing  is  acceptable  to you,  we request  that you  evidence  such
approval by signing and dating the enclosed  copy hereof and returning it to the
undersigned.
Yours truly,
Adsero Corp.



Per:     /s/ William S. Smith
    ---------------------------------
Chief Financial Officer and Director
William M. Smith

Accepted this 4th day of May, 2004.


Per:       Celine Plourde                   Per:     /s/ Yvon Leveille
           -------------------------                 --------------------------
           Celine Plourde                            Yvon Leveille

Per :      /s/ Alain Lachambre
           -----------------------------
           Alain Lachambre

                                       10