EXHIBIT 4.2


                               WARRANT CERTIFICATE

THE WARRANTS  EVIDENCED  HEREBY ARE EXERCISABLE ON OR BEFORE 5:00 P.M.  (TORONTO
TIME) ON SEPTEMBER  27, 2006,  AFTER WHICH TIME THE  WARRANTS  EVIDENCED  HEREBY
SHALL BE DEEMED TO BE VOID AND OF NO FURTHER FORCE OR EFFECT.
                               WARRANT CERTIFICATE
                                  ADSERO CORP.
                    (incorporated under the laws of Delaware)

CERTIFICATE NUMBER __________            ______________________________ WARRANTS
                                         (each entitling the holder to acquire,
                                         subject to adjustment, one common share
                                         for each Warrant)

THE WARRANTS  REPRESENTED BY THIS CERTIFICATE MAY NOT BE EXERCISED BY ANY PERSON
OTHER THAN THE REGISTERED HOLDER HEREOF. THE WARRANTS REPRESENTED HEREBY WILL BE
VOID AFTER SEPTEMBER 27, 2006 PURSUANT TO THE TERMS OF THE WARRANT INDENTURE (AS
DESCRIBED BELOW). DO NOT DESTROY THIS CERTIFICATE.

THIS IS TO  CERTIFY  that,  for value  received,  [INSERT  NAME OF HOLDER  HERE]
(herein called the  "WARRANTHOLDER" or "HOLDER") is the registered holder of the
number  of  warrants   ("WARRANTS")   specified   above  of  ADSERO  CORP.  (the
"CORPORATION"),  each Warrant  entitling the holder to subscribe for, subject to
adjustment,  one fully paid and non-assessable common share ("Warrant Share") of
the  Corporation  upon payment of an exercise price of US$1.50 per Warrant Share
at any time on or before the Expiry Time (as hereinafter defined).

The Warrants  represented by this certificate are issued under and pursuant to a
certain  warrant  indenture  (herein  called the  "WARRANT  INDENTURE")  made on
September  27,  2004  between the  Corporation  and Beard  Winter LLP  ("WARRANT
AGENT"),  as  warrant  agent  to which  Warrant  Indenture  and any  instruments
supplemental or ancillary  thereto or in amendment  thereof  reference is hereby
made for a full description of the rights of the holders of the Warrants and the
terms and  conditions  upon which such  Warrants  are, or are to be,  issued and
held, all to the same effect as if the  provisions of the Warrant  Indenture and
all instruments  supplemental or ancillary  thereto or in amendment thereof were
herein set forth,  to all of which  provisions  the holder of these  Warrants by
acceptance hereof assents.

Unless otherwise defined herein,  all terms defined in the Warrant Indenture are
used herein as so defined. In the event of any conflict or inconsistency between
the  provisions  of the Warrant  Indenture  and the  provisions  of this Warrant
Certificate,  the provisions of the Warrant Indenture shall prevail. The Warrant
Agent will furnish to the holder of this Warrant  Certificate,  upon request and
upon payment of  reasonable  photocopying  and delivery  charges,  a copy of the
Warrant Indenture.

EXERCISE PERIOD

The Warrants  represented  by this Warrant  Certificate  may be exercised by the
holder (including, if applicable,  any agent under any power of attorney granted


                                       1
<PAGE>

by such holder) at any time during the period  commencing on the date hereof and
ending at 5:00 p.m.  (Toronto  time) on  September  27,  2006 (such time on such
date, the "EXPIRY TIME").

EFFECT OF EXERCISE OF WARRANTS

A  Warrantholder  may,  at any time  (and  from time to time) at or prior to the
Expiry Time, exercise all or any number of the then outstanding Warrants held by
it, by surrendering this Warrant  Certificate to the Warrant Agent at its office
in Toronto,  Ontario or to any other person or at any other place  designated by
the Corporation  with the approval of the Warrant Agent,  during normal business
hours on a Business Day at such place, with a duly completed and executed notice
of exercise in the form set forth herein.

Surrender of this Warrant  Certificate will be deemed to have been effected only
on  personal  delivery  thereof  to,  or,  if sent by mail  or  other  means  of
transmission,  on actual receipt  thereof by, the Warrant Agent at its office in
Toronto,  Ontario  or to such  other  person  or at such  other  place as may be
acceptable to the Warrant Agent.

Any  notice  of  exercise  in the form set  forth  herein  must be signed by the
Warrantholder,  or its executors,  administrators or other legal representatives
or its or their  attorney duly appointed by an instrument in writing in form and
executed in a manner satisfactory to the Warrant Agent, acting reasonably,  and,
if any Warrant Shares  thereby  issuable are to be issued to a person or persons
other than the Warrantholder,  must specify the name or names and the address or
addresses of each such person or persons and the number of Warrant  Shares to be
issued to each such person if more than one is so specified.

The holder may in certain  circumstances  exercise less than all of the Warrants
evidenced by this Warrant Certificate,  in which event a new Warrant Certificate
representing the Warrants not then exercised will be issued to the holder.

Upon the exercise of any Warrants,  the Warrant Shares thereby issuable shall be
deemed to have been  issued,  and the  person or  persons  to whom such  Warrant
Shares are to be issued  shall be deemed to have become the holder or holders of
record thereof,  on the day on which this Warrant  Certificate is surrendered in
accordance with the terms of the Warrant Indenture (the "EXERCISE DATE"), unless
the transfer  registers for the Warrant Shares are closed on that date, in which
case such Warrant  Shares shall be deemed to have been issued and such person or
persons  shall be deemed to have become the holder or holders of record  thereof
on the date on which such  transfer  registers  are  reopened,  but such Warrant
Shares  shall be issued on the basis of the  number of  Warrant  Shares to which
such person or persons were entitled on the Exercise Date.

Within five (5) Business  Days  following  the surrender to the Warrant Agent of
the  Warrant  Certificates  in  accordance  with the  provisions  of the Warrant
Indenture,  the  Corporation  shall,  subject to certain  exceptions,  cause the
Warrant  Agent to mail to the  person  or  persons  in whose  name or names  the
Warrant  Shares  thereby  issued have been  issued,  at its or their  respective
addresses, or, if so specified,  cause to be delivered to such person or persons
at the place  where the  Warrant  Certificates  evidencing  such  Warrants  were
surrendered, certificates representing the Warrant Shares so issued.

If any Warrant  Shares  issuable  pursuant to any Warrants are to be issued to a
person or persons other than the  Warrantholder,  the Warrantholder  must pay to
the  Corporation  or to the Warrant  Agent on its behalf an amount  equal to all


                                       2
<PAGE>

exigible transfer taxes or other government charges, and neither the Corporation
nor the Warrant  Agent will be  required  to issue or deliver  any  certificates
representing  any such  Warrant  Shares  unless or until such amount has been so
paid or the Warrantholder has established to the satisfaction of the Corporation
that such taxes and charges  have been paid or that no such taxes or charges are
owing.

If at the time of exercise of the Warrants there remain trading  restrictions on
the  Warrant  Shares  pursuant  to  applicable   securities   legislation,   the
Corporation  or the Warrant Agent may,  upon the advice of counsel,  endorse any
Warrant Share to such effect.

WARRANTS VOID AFTER EXPIRY TIME

After the Expiry Time, no holder of a Warrant Certificate representing a Warrant
which has not been validly  exercised has any rights under the Warrant Indenture
or a Warrant,  and the Warrants are void and of no value or effect. No holder of
a Warrant  Certificate  will receive any notice from the Warrant Agent notifying
the holder thereof of the expiry date of the Warrant.

OTHER PROVISIONS

The Warrants and the Warrant  Shares have not been  registered  under the United
States  Securities  Act of  1933,  as  amended  ("U.S.  Securities  Act") or the
securities  laws of any state,  and this  Warrant  may not be  exercised  in the
United  States or by or on behalf of a U.S.  person (as defined in  Regulation S
under the U.S.  Securities Act) unless an exemption from registration  under the
U.S.  Securities Act and applicable state securities laws is available,  and the
Corporation  receives an opinion of counsel to such effect in form and substance
satisfactory to it.

The  Corporation  will not be obligated to issue any fraction of a Warrant Share
on the  exercise of any Warrant.  To the extent that a holder of Warrants  would
otherwise  have been  entitled to receive on exercise of the Warrants a fraction
of a Warrant Share,  the number of Warrant Shares received shall be rounded down
to the next  whole  Warrant  Share  and the  Corporation  will  not,  in lieu of
delivering  the  fractional  Warrant  Share,  make any  payment to the holder or
satisfy  the  right to  receive  such  fractional  interest  by  payment  to the
Warrantholder of an amount in cash.

No Warrant Shares will be issued  pursuant to any exercise of any Warrant if the
issue of such security would  constitute a violation of the  securities  laws of
any applicable jurisdiction.

The Warrant  Indenture  provides for adjustments to the rights of the holders of
Warrants,  including  the number of Warrant  Shares  issuable  upon the exercise
thereof, on the happening of certain stated events, including the subdivision or
consolidation  of the  outstanding  Common  Shares of the  Corporation,  certain
distributions  of Common  Shares of the  Corporation,  or of certain  securities
convertible  into or  exchangeable  for Common Shares or of other  securities or
assets of the Corporation,  certain offerings of rights, warrants or options and
certain capital reorganizations.

The  Warrant  Indenture  contains  provisions  making  binding on all holders of
Warrants outstanding  thereunder  resolutions passed at meetings of such holders
held in accordance  with such  provisions  and  instruments in writing signed by
holders of a specified majority of all outstanding Warrants.

On presentation  at the office of the Warrant Agent in Toronto,  Ontario subject
to the provisions of the Warrant Indenture and on compliance with the reasonable
requirements  of the Warrant  Agent,  one or more  Warrant  Certificates  may be


                                       3
<PAGE>

exchanged  at no cost to the  holder  for one or more  Warrant  Certificates  of
different denominations  evidencing in the aggregate the same number of Warrants
as the Warrant Certificate or Warrant Certificates being exchanged.

The Warrants evidenced by this Warrant  Certificate may only be transferred upon
compliance with the conditions  prescribed in the Warrant  Indenture,  including
surrender to the Warrant Agent of this Warrant Certificate accompanied by a Form
of Transfer in the form attached hereto, on the register of transfers to be kept
at the  office of the  Warrant  Agent in  Toronto,  Ontario by the holder or his
executors,  administrators  or  other  legal  representatives  or his  or  their
attorney  duly  appointed by an  instrument in writing in form and executed in a
manner  satisfactory  to the  Warrant  Agent  and,  upon  compliance  with  such
requirements and such other reasonable requirements as the Warrant Agent and the
Corporation  may  prescribe,  such transfer will be recorded on such register of
transfers by the Warrant Agent.  Notwithstanding the foregoing,  the Corporation
will be  entitled,  and may direct the  Warrant  Agent,  to refuse to record any
transfer of any Warrant on such  register if such  transfer  would  constitute a
violation of the securities laws of any jurisdiction.

The  holding  of this  Warrant  Certificate  will not  constitute  the  holder a
shareholder  of the  Corporation or entitle such holder to any right or interest
in respect thereof except as otherwise provided in the Warrant Indenture.

This  Warrant  Certificate  will not be valid for any purpose  until it has been
certified  by or on behalf of the  Warrant  Agent for the time  being  under the
Warrant Indenture.

Time is of the essence hereof.

This Warrant  Certificate  will be construed in accordance  with the laws of the
Province of Ontario and of Canada applicable  therein and will be treated in all
respects as an Ontario contract.

To exercise  your rights  hereunder,  please  complete and execute the notice of
exercise attached hereto as Exhibit "1" and deliver this Warrant  Certificate to
the Warrant Agent.

This  Warrant  Certificate  and the  Warrants  represented  hereby have not been
registered  under  the  U.S.  Securities  Act  or  any  state  securities  laws.
Accordingly, this Warrant Certificate and the Warrants may not be distributed in
the United States or to, or for the benefit of, any resident or national thereof
in  contravention  of the laws of any  such  jurisdiction.  Compliance  with the
securities  laws of any  jurisdiction  is the  responsibility  of the  holder of
Warrants or its transferee.

IN WITNESS  WHEREOF THE  CORPORATION  has caused this Warrant  Certificate to be
signed  by its  officer  or other  individual  authorized  in that  behalf as of
September 27, 2004.

                                            ADSERO CORP.


                                            By
                                               ------------------------------
                                               Name:  William M. Smith
                                               Title: C.F.O.

This Warrant Certificate is one of the Warrant  Certificates  referred to in the
Warrant Indenture.

                                            BEARD WINTER LLP, as Warrant Agent


                                            By:
                                                -----------------------------
                                                Name:  Julian L. Doyle
                                                Title: Partner


                                       4
<PAGE>

                                   EXHIBIT "1"


TO:      ADSERO CORP. (the "CORPORATION")

AND TO:  BEARD WINTER LLP

                               NOTICE OF EXERCISE

The  undersigned  holder of the Warrants  evidenced by this Warrant  Certificate
hereby  exercises the right of such holder to be issued,  and hereby  subscribes
for Warrant  Shares,  which Warrant Shares are issuable upon the terms specified
in such Warrant Certificate and in the Warrant Indenture.

The  undersigned  hereby  acknowledges  that the  undersigned  is aware that the
Warrant  Shares  received on exercise may be subject to  restrictions  on resale
under applicable securities legislation.

The  undersigned  hereby  irrevocably  directs that the said  Warrant  Shares be
issued, registered and delivered as follows:

Name(s) in Full and Social    Address(es)              Number of Warrant Shares
Insurance  Number(s)
(if applicable)

--------------------------    ----------------------   -------------------------

--------------------------    ----------------------   -------------------------

--------------------------    ----------------------   -------------------------

Please print full name in which certificates representing the Warrant Shares are
to be  issued.  If any  Warrant  Shares  are to be issued to a person or persons
other than the holder,  the holder must pay to the  Warrant  Agent all  exigible
transfer taxes or other government charges, and the signature of the holder must
be guaranteed by a member of a recognized  Medallion Signature Guarantee program
or a Canadian Schedule I Chartered Bank.

Once completed and executed, this Notice of Exercise must be mailed or delivered
to 130 Adelaide St. W., Suite 701, Toronto, Ontario, M5H 2K4

The undersigned  represents,  warrants and certifies as follows (one only of the
following must be checked):

A. [ ]   The undersigned holder at the time of exercise of this Warrant;  (i) is
         not in the  United  States;  (ii) is not a "U.S.  PERSON" as defined in
         Regulation S under the United States Securities Act of 1933, as amended
         (the  "U.S.  SECURITIES  ACT") and is not  exercising  this  Warrant on
         behalf of a "U.S.  PERSON";  and (iii) did not execute or deliver  this
         Exercise Form in the United States.


                                       5
<PAGE>

B. [ ]   The undersigned  holder;  (i) purchased the Warrants  directly from the
         Corporation  pursuant  to a  written  subscription  agreement  for  the
         purchase of Warrants;  (ii) is exercising  the Warrants  solely for its
         own account or for the account of an  "accredited  investor" as defined
         in Rule 501(a) of Regulation D under the U.S.  Securities  Act for whom
         it  exercises  sole  investment  discretion  and for whose  account  it
         obtained the Warrants, and not on behalf of any other person; and (iii)
         (and any person for whose account the  undersigned  is  exercising  the
         Warrants) was an  "ACCREDITED  INVESTOR"  both on the date the Warrants
         were purchased from the  Corporation and on the date of exercise of the
         Warrants.

C. [ ]   An exemption from  registration  under the U.S.  Securities Act and any
         applicable state securities law is available, and attached hereto is an
         opinion of counsel to such effect, it being understood that any opinion
         of counsel tendered in connection with the exercise of Warrants must be
         in form and substance satisfactory to the Corporation.

The  undersigned  holder  understands  that unless box A above is  checked,  the
certificate  representing  the  Warrant  Shares  will bear a legend  restricting
transfer without registration under the U.S. Securities Act and applicable state
securities laws unless an exemption from registration is available.

It is  understood  that the  Corporation  may  require  evidence  to verify  the
foregoing representation.

Because  any  opinion of counsel  tendered in  connection  with the  exercise of
Warrants must be in form and substance  satisfactory to the  Corporation,  it is
strongly  recommended that any holder planning to exercise a Warrant by checking
Box C above submit a draft of any proposed opinion to the Corporation in advance
of exercise.

IF NOT EXERCISED ON OR PRIOR TO 5:00 P.M.  (TORONTO TIME) ON THE EXPIRY DATE (AS
DEFINED IN THE WARRANT CERTIFICATE),  THE WARRANTS EVIDENCED BY THIS CERTIFICATE
WILL BE CANCELLED AND BECOME ABSOLUTELY VOID.



                                       6
<PAGE>

It is  understood  that the  Corporation  may  require  evidence  to verify  the
foregoing representation.

DATED this day of _________________, 200__.
                                    )
                                    )
                                    )
                                    )
                                    )   ----------------------------------------
                                    )   Signature of Registered Holder
                                    )
                                    )
                                    )
                                    )
------------------------------------)   ----------------------------------------
Witness                                 Name of Registered Holder


[ ]      Please check if the certificates Name of Registered Holder representing
         the Warrant Shares are to be delivered at the office where this Warrant
         Certificate is  surrendered,  failing which such  certificates  will be
         mailed to the address set out above.  Certificates will be delivered or
         mailed as soon as  practicable  after  the  surrender  of this  Warrant
         Certificate to the Warrant Agent.



                                       7
<PAGE>

                                FORM OF TRANSFER


FOR VALUE  RECEIVED  the  undersigned  hereby  sells,  assigns and  transfers to
______________________________________  (insert name and address of  transferee)
the  Warrants  represented  by this  Warrant  Certificate  and  hereby  appoints
____________________________  as its attorney with full power of substitution to
transfer the Warrants on the appropriate register of the Warrant Agent.

DATED this day of _________________, 200__.
                                    )
                                    )
                                    )
                                    )
                                    )   ----------------------------------------
                                    )   Signature of Transferor
                                    )
                                    )
                                    )
                                    )
------------------------------------)   ----------------------------------------
Witness                                 Name of Transferor


Except  pursuant to alternative  arrangements  satisfactory to the Warrant Agent
and ADSERO CORP.,  the  signature of  Transferor  must be guaranteed by a member
firm  of a  recognized  Medallion  Signature  Guarantee  program  or a  Canadian
Schedule I Chartered Bank.



                                       8