EXHIBIT 2.3

                            CERTIFICATE OF AMENDMENT
                       TO THE CERTIFICATE OF INCORPORATION
                                       OF
                                   REINK CORP.

                                Under Section 242
                                     of the
                        Delaware General Corporation Law

      Reink Corp., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, does hereby certify as
follows:

      First: That the name of the corporation (the "Corporation") is Reink Corp.

      Second: That the certificate of incorporation of the Corporation (the
"Certificate") was originally filed with the Delaware Secretary of State on June
21, 1995 under the name Newmarket Strategic Development Corp.

      Third: That Article FIRST of the Certificate is hereby amended to read, in
its entirety, as follows:

    "FIRST: The name of the corporation (the "Corporation") is Adsero Corp."

      Fourth: That Article FOURTH of the Certificate is hereby amended to read,
in its entirety, as follows:

      "FOURTH. The total number of shares of all classes of stock which the
Corporation shall have authority to issue shall be one hundred twenty million
(120,000,000) shares, of which one hundred million (100,000,000) shares shall be
common stock, par value $0.001 per share (the "Common Stock") and twenty million
(20,000,000) shares shall be preferred stock, par value $0.0001 per share (the
"Preferred Stock"). All of the shares of Common Stock shall be of one class.

      The shares of Preferred Stock shall be undesignated Preferred Stock and
may be issued from time to time in one or more series pursuant to a resolution
or resolutions providing for such issuance and duly adopted by the Board of
Directors of the Corporation, authority to do so being hereby expressly vested
in the Corporation's Board of Directors. The Board of Directors is further
authorized to determine or alter the rights, preferences, privileges and
restrictions granted to or imposed upon any wholly unissued series of Preferred
Stock and to fix the number of shares of any series of Preferred Stock and the
designation of any such series of Preferred Stock. The Board of Directors of the
Corporation, within the limits and restrictions stated in any resolution or
resolutions of the Board of Directors originally fixing the number of shares
constituting any series, may increase or decrease (but not below the number of
shares in any such series then outstanding) the number of shares of any series
subsequent to the issuance of shares of that series.

      The authority of the Board of Directors of the Corporation with respect to
each such class or series of Preferred Stock shall include, without limitation
of the foregoing, the right to determine and fix:


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            the distinctive designation of such class or series and the number
      of shares to constitute such class or series;

            the rate at which dividends on the shares of such class or series
      shall be declared and paid or set aside for payment, whether dividends at
      the rate so determined shall be cumulative or accruing, and whether the
      shares of such class or series shall be entitled to any participating or
      other dividends in addition to dividends at the rate so determined, and if
      so, on what terms;

            the right or obligation, if any, of the Corporation to redeem shares
      of the particular class or series of Preferred Stock and, if redeemable,
      the price, terms and manner of such redemption;

            the special and relative rights and preferences, if any, and the
      amount or amounts per share, which the shares of such class or series of
      Preferred Stock shall be entitled to receive upon any voluntary or
      involuntary liquidation, dissolution or winding up of the Corporation;

            the terms and conditions, if any, upon which shares of such class or
      series shall be convertible into, or exchangeable for, shares of capital
      stock of any other class or series, including the price or prices or the
      rate or rates of conversion or exchange and the terms of adjustment, if
      any;

            the obligation, if any, of the Corporation to retire, redeem or
      purchase shares of such class or series pursuant to a sinking fund or fund
      of a similar nature or otherwise, and the terms and conditions of such
      obligations;

            voting rights, if any, on the issuance of additional shares of such
      class or series or any shares of any other class or series of Preferred
      Stock;

            limitations, if any, on the issuance of additional shares of such
      class or series or any shares of any other class or series of Preferred
      Stock;

such other preferences, powers, qualifications, special or relative rights and
privileges thereof as the Board of Directors of the Corporation, acting in
accordance with this Certificate of Incorporation, may deem advisable and are
not inconsistent with the law and the provisions of this Certificate of
Incorporation.

            Each issued and outstanding share of Common Stock, par value $.001
      per share ("Old Common Stock"), outstanding as of the close of business on
      the date this Certificate of Amendment to the Certificate of Incorporation
      is filed with the Secretary of State of the State of Delaware (the
      "Effective Date") shall automatically, without any action on the part of
      the holder of the Old Common Stock, be converted into one twentieth (1/20)
      of a share of Common Stock, par value $.001 per share ("New Common
      Stock"). Immediately following the reverse split, the aggregate number of
      shares of New Common Stock held by each holder of New Common Stock shall
      be calculated. Thereafter, all such holders otherwise entitled to receive
      a fractional share of New Common Stock will receive a full share of New
      Common Stock in lieu of such fractional share as each fractional share
      will be rounded up and become a whole share. Each holder of a certificate
      or certificates which immediately prior to the Effective Date represented
      outstanding shares of Old Common Stock (the "Old Certificates") shall,
      from and after the Effective Date, be entitled to receive a certificate or
      certificates (the "New Certificates") representing the shares of New
      Common Stock into which the shares of Old Common Stock formerly
      represented by such Old Certificates are converted under the terms hereof.
      Prior to the Effective Date, there are 59,702,851 shares of Old Common
      Stock issued and outstanding shares. Following the effectuation of the
      reverse stock split on the Effective Date, there will be approximately
      2,985,200 issued and outstanding shares of New Common Stock. The
      59,702,851 shares of Old Common Stock are hereby changed into
      approximately 2,985,200 shares of New Common Stock at the rate of one
      share of New Common Stock for every twenty shares of Old Common Stock."


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      Fifth: That Article SEVENTH of the Certificate is hereby amended to read,
in its entirety, as follows:

      "SEVENTH. The Corporation shall indemnify each of the Corporation's
directors and officers in each and every situation where, under Section 145 of
the GCL, as amended from time to time ("Section 145"), the Corporation is
permitted or empowered to make such indemnification. The Corporation may, in the
sole discretion of the Board of Directors of the Corporation, indemnify any
other person who may be indemnified pursuant to Section 145 to the extent that
the Board of Directors deems advisable, as permitted by Section 145.

      No director shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided, however, that the foregoing shall not eliminate or limit the liability
of a director of the Corporation (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the GCL or (iv) for any transaction from which
the director derived an improper personal benefit. If the GCL is subsequently
amended to further eliminate or limit the liability of a director, then a
director of the Corporation, in addition to the circumstances in which a
director is not personally liable as set forth in the preceding sentence, shall
not be liable to the fullest extent permitted by the amended GCL. For purposes
of this Article SEVENTH, "fiduciary duty as a director" shall include any
fiduciary duty arising out of service at the Corporation's request as a director
of another corporation, partnership, joint venture or other enterprise, and
"personal liability to the Corporation or its stockholders" shall include any
liability to such other corporation, partnership, joint venture, trust or other
enterprise and any liability to the Corporation in its capacity as a security
holder, joint venturer, partner, beneficiary, creditor or investor of or in any
such other corporation, partnership, joint venture, trust or other enterprise.

Neither any amendment nor repeal of this Article SEVENTH nor the adoption of any
provision of this Certificate of Incorporation inconsistent with this Article
SEVENTH shall eliminate or reduce the effect of this Article SEVENTH in respect
of any matter occurring, or any cause of action, suit or claim that, but for
this Article SEVENTH, would accrue or arise, prior to such amendment, repeal or
adoption of an inconsistent provision."

      Sixth: That thereafter, pursuant to resolutions of the board of directors,
the amendments were authorized by resolutions adopted by the affirmative vote of
the stockholders holding not less than the necessary number of shares required
by written consent to so authorize, all in accordance with Section 228 of the
General Corporation Law of the State of Delaware.

      Seventh: That said amendments to the Certificate of Incorporation were
duly adopted in accordance with Section 242 of the General Corporation Law of
the State of Delaware.


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      Eighth: That the capital of the corporation shall not be reduced under or
by reason of said amendments.

      IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
the 19th day of March, 2004.

                                        REINK CORP.

                                        By: /s/ Wayne Maddever
                                           -------------------------------------
                                           Wayne Maddever, President


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