EXHIBIT 4.1

--------------------------------------------------------------------------------
THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN  REGISTERED  UNDER THE UNITED
STATES  SECURITIES  ACT OF 1933, AS AMENDED (THE "US  SECURITIES  ACT"),  OR ANY
STATE  SECURITIES  LAWS IN RELIANCE ON  REGULATION  S AND MAY BE OFFERED,  SOLD,
PLEDGED,   TRANSFERRED  OR  OTHERWISE   DISPOSED  OF  ONLY  (A)  PURSUANT  TO  A
REGISTRATION  STATEMENT WITH RESPECT TO SUCH SECURITIES  WHICH HAS BEEN DECLARED
EFFECTIVE  UNDER THE US SECURITIES ACT; (B) IN AN OFFSHORE  TRANSACTION  MEETING
THE  REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE US SECURITIES ACT AND IN
COMPLIANCE  WITH  ANY  APPLICABLE  SECURITIES  LAWS;  (C)  FOR  SO  LONG  AS THE
SECURITIES  REPRESENTED HEREBY OR UNDERLYING  SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144; OR (D) PURSUANT TO ANY OTHER AVAILABLE  EXEMPTION FROM THE
REGISTRATION REQUIREMENTS UNDER THE US SECURITIES ACT.
--------------------------------------------------------------------------------
                                          Certificate Number SW-
                                                                 ---------------
                                       SPECIAL WARRANTS
                       ---------------
                                   To Acquire
                  Common Shares and Share Purchase Warrants of
                                  ADSERO CORP.
              (subsisting under the laws of the State of Delaware)

EXERCISABLE  AT ANY TIME PRIOR TO 5:00 P.M.  (TORONTO  TIME) ON OCTOBER 27, 2004
(the "CLOSING DATE").

                  THIS CERTIFIES THAT, for value received,
                                                           ---------------------
(the  "HOLDER"),  is entitled to exercise  this  certificate  ("SPECIAL  WARRANT
CERTIFICATE")  at any time  prior to the Time of Expiry (as  defined  herein) to
acquire  upon  exercise,  for no  additional  consideration,  one  (1) A unit (a
"UNIT") of Adsero Corp. (the "CORPORATION") for each special warrant represented
by this  Special  Warrant  Certificate  (each a "SPECIAL  WARRANT"),  subject to
adjustment  as herein set forth.  Each Unit consists of one Common Share and one
Share Purchase Warrant (as such terms are defined herein).

                  The  following  provisions  shall be applicable to the Special
Warrants:

1.       INTERPRETATION

         1.1      CURRENCY

                  All dollar amounts referred to herein shall be in lawful money
                  of the United States of America.

         1.2      DEFINED TERMS

                  As used herein, the following words and phrases shall have the
                  following meanings respectively:

                  (a)      "BUSINESS  DAY" means a day other than a Saturday  or
                           Sunday on which the  principal  commercial  banks are
                           open  for  business  in the  City of  Toronto  during
                           normal business hours;

                  (b)      "CLOSE  OF  BUSINESS"   means  5:00  o'clock  in  the
                           afternoon (Toronto time);

                  (c)      "COMMON SHARE  CERTIFICATES"  means the  certificates
                           representing  the Common  Shares  forming part of the
                           Units which are issuable upon exercise of the Special
                           Warrants;

                  (d)      "COMMON SHARES" means common shares, $0.001 par value
                           per share, in the capital of the Corporation  whether
                           issued  or  unissued,  as  constituted  at  the  date


                                       1
<PAGE>

                           hereof;  provided  that  in the  event  of a  change,
                           reclassification, subdivision, redivision, reduction,
                           combination,  or consolidation thereof, or successive
                           such   changes,   reclassifications,    subdivisions,
                           redivisions,      reductions,     combinations     or
                           consolidations,  and subject to  adjustment,  if any,
                           having been made in accordance with the provisions of
                           Section 2 below,  "COMMON  SHARES"  shall  thereafter
                           mean  the   shares   resulting   from  such   change,
                           reclassification,  subdivision, redivision, reduction
                           or combination;

                  (e)      "CONVERTIBLE   SECURITY"  means  a  security  of  the
                           Corporation  or any other issuer that is  convertible
                           into or  exchangeable  for or  otherwise  carries the
                           right to acquire Common Shares;

                  (F)      "CORPORATION" shall have the meaning ascribed thereto
                           in the preamble hereto;

                  (g)      "CURRENT MARKET PRICE",  at any date,  means the fair
                           market   value  of  the  Common   Shares  as  may  be
                           determined  by the  directors of the  Corporation  in
                           good faith;

                  (h)      "DIRECTOR"  means a director of the  Corporation  for
                           the  time   being  and   "DIRECTORS"   or  "BOARD  OF
                           DIRECTORS"  means  the  board  of  directors  of  the
                           Corporation  or, if duly  constituted  and empowered,
                           the executive  committee of the board of directors of
                           the  Corporation  for the time being,  and reference,
                           without  further   elaboration,   to  action  by  the
                           directors  means  action  by  the  directors  of  the
                           Corporation  as a board or  action  taken by the said
                           executive committee as such committee;

                  (i)      "EXCHANGE NUMBER",  at any time, means that number of
                           Common  Shares that the Holder is entitled to receive
                           (in addition to the number of Share Purchase Warrants
                           such holder is entitled to receive)  for each Special
                           Warrant held upon exercise of the rights  attached to
                           such Special Warrant as the number may be adjusted by
                           Section  2  hereof  and that  number,  as at the date
                           hereof,  is equal to one  Common  Share for each such
                           Special Warrant;

                  (j)      "EXERCISE  PERIOD"  shall have the  meaning  ascribed
                           thereto in Section 2.1 hereof;

                  (k)      "HOLDER" shall have the meaning  ascribed  thereto in
                           the preamble hereto;

                  (l)      "HEREIN", "HERETO",  "HEREUNDER",  "HEREOF", "HEREBY"
                           and similar expressions mean or refer to this Special
                           Warrant   Certificate   and  not  to  any  particular
                           Section,  clause,  subclause,  subdivision or portion
                           hereof, and the expressions,  "SECTION", "CLAUSE" and
                           "SUBCLAUSE"  followed  by a number or letter mean and
                           refer to the specified  Section,  clause or subclause
                           hereof;

                  (m)      "OFFERING"  means the  offering  for sale of  750,000
                           Special  Warrants by the  Corporation as completed on
                           September 27, 2004;


                                       2
<PAGE>

                  (n)      "PERSON" means any individual,  corporation, company,
                           partnership, association or trust;

                  (o)      "PURCHASE PRICE" means $1.00 per Special Warrant;

                  (p)      "REGISTRAR AND TRANSFER  AGENT" means the Corporation
                           or such other company as the  Corporation may appoint
                           from time to time as the registrar and transfer agent
                           for the Special Warrants;

                  (q)      "SHAREHOLDER"    means   any   shareholder   of   the
                           Corporation;

                  (r)      "SHARE PURCHASE WARRANT CERTIFICATES" means the share
                           purchase warrant certificates which will evidence the
                           Share Purchase Warrants;

                  (s)      "SHARE  PURCHASE  WARRANTS"  means the share purchase
                           warrants which will comprise part of the Units,  each
                           of which will be issued  pursuant to a share purchase
                           warrant  indenture  to be entered  into  between  the
                           Corporation   and  ?  and  will  entitle  the  holder
                           thereof, subject to adjustment in accordance with the
                           terms of the Share Purchase Warrant Certificates,  to
                           acquire  one  Common  Share at any time from the date
                           hereof until 5:00 p.m., Toronto time on the date that
                           is 24  months  following  Closing  Date at a price of
                           $1.50;

                  (t)      "SPECIAL  WARRANTS"  shall have the meaning  ascribed
                           thereto in the preamble hereto;

                  (u)      "SPECIAL WARRANT  CERTIFICATE" shall have the meaning
                           ascribed thereto in the preamble hereto;

                  (v)      "SPECIAL  WARRANT  REGISTER" means the register to be
                           maintained  by  the  Registrar  and  Transfer   Agent
                           pursuant to Section 3 hereof wherein shall be entered
                           the name,  address and  description of the registered
                           holders of the Special  Warrants and  particulars  of
                           the Special Warrants;

                  (w)      "TIME OF EXPIRY"  means 5:00 p.m.,  Toronto  time, on
                           October 27, 2004; and

                  (x)      "UNIT" shall have the meaning ascribed thereto in the
                           preamble hereto.

         1.3      TIME OF EXPIRY

                  In the  event  that  the  Holder  exercises  Special  Warrants
represented hereby on or prior to the Time of Expiry,  Common Share Certificates
and Share  Purchase  Warrant  Certificates  evidencing  the aggregate  number of
Common Shares and Share Purchase  Warrants  issuable upon such exercise shall be
delivered to the Holder  within five (5) business  days of the  surrender to the
Registrar  and  Transfer  Agent of this  Special  Warrant  Certificate  with the
exercise form attached hereto as Schedule "A" duly completed.  Each Common Share
Certificate and each Share Purchase Warrant Certificate delivered shall evidence
the number of Common Shares and Share Purchase Warrants, respectively,  issuable
upon such  exercise  of Special  Warrants  and,  subject  to the  receipt by the
Registrar and Transfer Agent of contrary  instructions from the Holder, shall be


                                       3
<PAGE>

registered in the name of the Holder.  The  Corporation  shall pay all taxes and
other expenses and charges payable in connection with the preparation, execution
and delivery of such  certificates  except that if such  certificates  are to be
registered  in a name or names  other  than that of the  Holder or its  nominee,
funds  sufficient  to pay all stock  transfer  taxes  which  shall be payable in
connection with the execution and delivery of such certificates shall be paid by
the Holder to the  Corporation at the time of the delivery of such  certificates
as set out above. For greater certainty and  notwithstanding any other provision
herein contained,  no certificates  representing  Units shall be issued upon the
exercise of any Special Warrants.

         1.4      DEEMED EXERCISE AT TIME OF EXPIRY

                  In the event  that the  Holder  has not  exercised  all of the
Special Warrants evidenced hereby in accordance with Section 1.3 hereof prior to
the Time of Expiry,  such  Special  Warrants  shall be deemed  exercised  by the
Holder  immediately  prior to the Time of Expiry and the Common Shares and Share
Purchase  Warrants  comprising  the Units  issuable upon exercise of the Special
Warrants  shall be deemed  to be issued to the  Holder as the owner of record of
such  securities  as of  the  Time  of  Expiry.  In  such  event,  Common  Share
Certificates  and Share Purchase Warrant  Certificates  evidencing the aggregate
number of Common Shares and Share  Purchase  Warrants  issuable upon exercise of
the Special  Warrants  not yet  exercised by the Holder as of such time shall be
registered  in the name of the Holder and delivered to the Holder at the address
of the  Holder  set  forth in the  Special  Warrant  Register  (unless  contrary
instructions  are given to the Registrar and Transfer  Agent by the Holder prior
to the delivery of such  certificates).  The Corporation shall pay all taxes and
other expenses and charges payable in connection with the preparation, execution
and delivery of  certificates  pursuant to this Section 1.4, except that if such
certificates  are to be registered in the name or names other than the Holder or
its nominee,  funds  sufficient to pay all stock  transfer  taxes which shall be
payable in connection with the execution and delivery of such certificates shall
be paid by the  Holder  to the  Corporation  at the  time  of  delivery  of such
certificates as set out above.

         1.5      SPECIAL WARRANTHOLDER NOT A SHAREHOLDER

                  The holding of the Special Warrants  evidenced by this Special
Warrant  Certificate  shall  not  constitute  the  Holder a  shareholder  of the
Corporation  or entitle the Holder to any right or  interest in respect  thereof
except as herein expressly provided.

         1.6      COMMON SHARES TO BE FULLY PAID

                  The  Corporation  covenants  and agrees that all Common Shares
issued  hereunder or on the due exercise of the Share  Purchase  Warrants  will,
upon issuance,  be fully paid and  non-assessable and free from all taxes, liens
and charges with respect to the issue thereof.

         1.7      NO FRACTIONAL SHARES

                  The  Corporation  shall not be  required  to issue  fractional
Common Shares or Share Purchase  Warrants upon the exercise by the Holder (or on
behalf of the  Holder) of its rights  hereunder.  To the extent  that the Holder
would  otherwise  have been  entitled  to  receive  on the  exercise  or partial
exercise  hereof a fraction of a Common Share or Share  Purchase  Warrant,  that
Holder may exercise  that right in respect of the fraction  only in  combination
with another Special Warrant or Special  Warrants that in the aggregate  entitle
the  Holder to  purchase  a whole  number of Common  Shares  and Share  Purchase


                                       4
<PAGE>

Warrants,  in the absence of which the Holder shall receive the number of Common
Shares or Share  Purchase  Warrants to which the Holder is  otherwise  entitled,
rounded down to the nearest whole number.

         1.8      COMMON SHARES TO BE RESERVED

                  The  Corporation  shall,  so long as the Special  Warrants and
Share Purchase Warrants remain  outstanding,  ensure that there are a sufficient
number  of  Common  Shares  authorized  to be issued  upon the  exercise  of all
outstanding  Special Warrants issued pursuant to the Offering and to enable such
Share  Purchase  Warrants to be issued and exercised upon the basis and upon the
terms and conditions  herein provided and provided in the Share Purchase Warrant
Certificates,  provided that nothing herein  contained  shall affect or restrict
the right of the Corporation to issue Common Shares from time to time subject to
the terms and conditions of the Special Warrants.

         1.9      LEGENDS

         Upon the  issuance  thereof,  the  certificates  evidencing  the Common
Shares  and Share  Purchase  Warrants  comprising  the Units will  contain  such
legends as advised by counsel to the Corporation,  in accordance with applicable
law.

2.       ADJUSTMENTS

         2.1      ADJUSTMENTS TO EXCHANGE NUMBER

                  The Exchange  Number (or the number and kind of Common  Shares
or securities  to be received upon exercise of the Special  Warrants in the case
of subsections 2.1(d) and 2.1(e) below) shall be subject to adjustment from time
to time in the events and in the manner provided as follows:

                  (a)      If at any time from the date hereof until the Time of
                           Expiry (the "EXERCISE PERIOD") the Corporation shall:

                           (i)      issue  to  all  or  substantially   all  the
                                    holders  of the  Common  Shares  by way of a
                                    stock  dividend or otherwise,  Common Shares
                                    or Convertible Securities; or

                           (ii)     subdivide its outstanding Common Shares into
                                    a greater number of shares; or

                           (iii)    combine  or  consolidate   its   outstanding
                                    Common  Shares  into  a  smaller  number  of
                                    shares,

                           (any such event being herein  referred to as a "SHARE
                           REORGANIZATION")   the   Exchange   Number  shall  be
                           adjusted effective  immediately after the record date
                           at which the holders of Common Shares are  determined
                           for the purposes of the Share  Reorganization (or, if
                           there is no record date,  the effective date thereof)
                           to a number that is the  product of (1) the  Exchange
                           Number  in effect on the  record  date (or  effective
                           date) in respect of the Share Reorganization; and (2)
                           a fraction:

                                       5
<PAGE>

                                    (A)      the numerator of which shall be the
                                             number of Common Shares outstanding
                                             immediately  after giving effect to
                                             the Share Reorganization; and

                                    (B)      the  denominator  of which shall be
                                             the   number   of   Common   Shares
                                             outstanding  on the record date (or
                                             effective  date) in  respect of the
                                             Share Reorganization  before giving
                                             effect to the Share Reorganization.

                  (b)      If during the Exercise Period the  Corporation  shall
                           issue rights,  options or warrants  (other than Share
                           Purchase  Warrants) to all or  substantially  all the
                           holders of the Common Shares  pursuant to which those
                           holders are  entitled to subscribe  for,  purchase or
                           otherwise   acquire   Common  Shares  or  Convertible
                           Securities  within a period  of 45 days from the date
                           of  issue  thereof  at a  price,  or at a  conversion
                           price,  of less than 95% of the Current  Market Price
                           at the record  date for such  distribution  (any such
                           issuance  being  herein  referred  to  as  a  "RIGHTS
                           OFFERING"  and  Common  Shares  that may be  acquired
                           pursuant to the Rights  Offering,  or upon conversion
                           of the Convertible Securities offered pursuant to the
                           Rights  Offering,  being  herein  referred  to as the
                           "OFFERED  SHARES"),  the  Exchange  Number  shall  be
                           adjusted effective  immediately after the record date
                           at which  holders  of Common  Shares  or  Convertible
                           Securities  are  determined  for the  purposes of the
                           Rights  Offering  to an  Exchange  Number that is the
                           product of (1) the Exchange  Number in effect on such
                           record date and (2) a fraction:

                           (i)      the  numerator  of which shall be the sum of
                                    (a) the number of Common Shares  outstanding
                                    on such  record  date plus (b) the number of
                                    Offered  Shares  offered   pursuant  to  the
                                    Rights  Offering  or the  maximum  number of
                                    Offered  Shares  into which the  Convertible
                                    Securities so offered pursuant to the Rights
                                    Offering may be  converted,  as the case may
                                    be; and

                           (ii)     the  denominator  of which  shall be the sum
                                    of:

                                    (A)      the   number   of   Common   Shares
                                             outstanding on the record date; and

                                    (B)      the  number  arrived  at  when  (I)
                                             either  (a)  the   product  of  the
                                             number of Offered Shares so offered
                                             and the price at which the  Offered
                                             Shares  are  offered;  or  (b)  the
                                             product of the conversion  price of
                                             the Convertible  Securities and the
                                             maximum  number of  Offered  Shares
                                             for or into  which the  Convertible
                                             Securities  offered pursuant to the
                                             Rights  Offering may be  converted,
                                             as the case may be, is  divided  by
                                             (II) the  Current  Market  Price of
                                             the  Common  Shares  on the  record
                                             date.

                           Any Offered  Shares  owned by or held for the account
                           of  the  Corporation   shall  be  deemed  not  to  be
                           outstanding  for the purpose of any  computation.  If


                                       6
<PAGE>

                           all the rights, options or warrants are not so issued
                           or  if  all  rights,  options  or  warrants  are  not
                           exercised  prior  to  the  expiration  thereof,   the
                           Exchange  Number shall be  readjusted to the Exchange
                           Number  in  effect  immediately  prior to the  record
                           date,  and  the  Exchange  Number  shall  be  further
                           adjusted  based  upon the  number of  Offered  Shares
                           actually   delivered   (or   Convertible   Securities
                           actually  converted  into  Offered  Shares)  upon the
                           exercise of the rights,  options or warrants,  as the
                           case may be,  but  subject  to any  other  adjustment
                           required  hereunder  by reason  of any event  arising
                           after that record date.

                  (c)      If during the Exercise Period the  Corporation  shall
                           issue or distribute to all or  substantially  all the
                           holders  of Common  Shares,  (i)  shares of any class
                           other than Common  Shares;  (ii)  rights,  options or
                           warrants other than Share Purchase Warrants and other
                           than rights, options or warrants in connection with a
                           Rights Offering or rights, options or warrants (other
                           than   Share   Purchase   Warrants)   issued  by  the
                           Corporation  to  all  or  substantially  all  of  the
                           holders  of Common  Shares  pursuant  to which  those
                           holders are  entitled to subscribe  for,  purchase or
                           otherwise   acquire   Common  Shares  or  Convertible
                           Securities  within a period  of 45 days from the date
                           of  issue  thereof  at a  price,  or at a  conversion
                           price, of equal to or greater than 95% of the Current
                           Market   Price   at  the   record   date   for   such
                           distribution;  (iii)  evidences of  indebtedness;  or
                           (iv) any other assets  (excluding cash dividends that
                           a Holder  otherwise  is entitled to receive) and that
                           issuance or distribution  does not constitute a Share
                           Reorganization  (any such event being herein referred
                           to as a "SPECIAL DISTRIBUTION"),  the Exchange Number
                           shall be  adjusted  effective  immediately  after the
                           record date at which the holders of Common Shares are
                           determined  for purposes of the Special  Distribution
                           to an Exchange  Number that is the product of (1) the
                           Exchange Number in effect on such record date and (2)
                           a fraction:

                           (i)      the  numerator of which shall be the product
                                    of  (I)  the  sum of the  number  of  Common
                                    Shares  outstanding on such record date plus
                                    the  number  of  Common   Shares  which  all
                                    holders  of the  Special  Warrants  would be
                                    entitled  to receive  upon  exercise  of all
                                    their  outstanding  Special Warrants if they
                                    were  exercised on such record date and (II)
                                    the  Current  Market  Price  thereof on such
                                    record date; and

                           (ii)     the denominator of which shall be:

                                    (A)      the  product  of (I) the sum of the
                                             number of Common Shares outstanding
                                             on such record date plus the number
                                             of Common  Shares which the holders
                                             of all  Special  Warrants  would be
                                             entitled to receive  upon  exercise
                                             of all  their  outstanding  Special
                                             Warrants if they were  exercised on
                                             such   record  date  and  (II)  the
                                             Current  Market  Price  thereof  on
                                             such record date;

                                             less


                                       7
<PAGE>

                                    (B)      the aggregate fair market value, as
                                             determined by the directors,  whose
                                             determination,    absent   manifest
                                             error, shall be conclusive,  of the
                                             shares, rights, options,  warrants,
                                             evidences of  indebtedness or other
                                             assets   issued   or    distributed
                                             pursuant     to     the     Special
                                             Distribution.

                           Any Common Shares owned by or held for the account of
                           the Corporation shall be deemed not to be outstanding
                           for  the  purpose  of any  such  computation.  To the
                           extent  that  the  distribution  of  shares,  rights,
                           options,  warrants,   evidences  of  indebtedness  or
                           assets  is not so  made  or to the  extent  that  any
                           rights,  options or warrants so  distributed  are not
                           exercised, the Exchange Number shall be readjusted to
                           the  Exchange  Number  that  would  then be in effect
                           based  upon  shares,   rights,   options,   warrants,
                           evidences   of   indebtedness   or  assets   actually
                           distributed or based upon the number of Common Shares
                           or Convertible Securities actually delivered upon the
                           exercise of the rights,  options or warrants,  as the
                           case may be,  but  subject  to any  other  adjustment
                           required  hereunder  by reason  of any event  arising
                           after the record date.

                  (d)      If   during   the   Exercise   Period   there   is  a
                           reorganization   of  the  Corporation  not  otherwise
                           provided for in this  Section 2.1 or a  consolidation
                           or merger or amalgamation of the Corporation  with or
                           into another body  corporate  including a transaction
                           whereby all or substantially all of the Corporation's
                           undertaking  and assets  become the  property  of any
                           other corporation (any such event being herein called
                           a  "CAPITAL  REORGANIZATION"),  if the Holder has not
                           exercised its Special Warrants prior to the effective
                           date of the Capital Reorganization,  the Holder shall
                           be  entitled to receive  and shall  accept,  upon the
                           exercise of its right at any time after the effective
                           date of the  Capital  Reorganization,  in lieu of the
                           number of Common Shares (and any other  securities or
                           properties  other than  Share  Purchase  Warrants  to
                           which the Holder is  entitled  upon  exercise  of the
                           Special   Warrants)  to  which  it  was   theretofore
                           entitled upon exercise of the Special  Warrants,  the
                           kind and  aggregate  number  of shares  and/or  other
                           securities  or  property  resulting  from the Capital
                           Reorganization   that  the  Holder  would  have  been
                           entitled  to  receive  as a  result  of  the  Capital
                           Reorganization if, on the effective date thereof,  it
                           had been the  holder of the  number of Common  Shares
                           (and any other  securities or  properties  other than
                           Share  Purchase  Warrants  to  which  the  Holder  is
                           entitled  upon  exercise of the Special  Warrants) to
                           which  immediately  before  the  transaction  it  was
                           entitled  upon  exercise of the Special  Warrants.  A
                           Capital  Reorganization  shall  not be  carried  into
                           effect  unless all  necessary  steps  shall have been
                           taken so that the Holder shall thereafter be entitled
                           to receive  the number of shares or other  securities
                           or    property    resulting    from    the    Capital
                           Reorganization,  subject to adjustment  thereafter in
                           accordance with provisions the same, as nearly as may
                           be possible, as those contained in this Section 2.1.

                  (e)      If the  Corporation  shall  reclassify  or  otherwise
                           change the  outstanding  Common Shares,  the exercise
                           right shall be adjusted  effective  immediately  upon
                           the  reclassification  becoming effective so that, if


                                       8
<PAGE>

                           Holder were to  exercise  its right  thereafter,  the
                           Holder shall be entitled to receive such shares as it
                           would have  received  had the Special  Warrants  been
                           exercised  immediately prior to the effective date of
                           the  reclassification  or other  change,  subject  to
                           adjustment  thereafter in accordance  with provisions
                           the  same,  as nearly  as may be  possible,  as those
                           contained in this Section 2.1.

         2.2      ADJUSTMENTS CUMULATIVE

                  The adjustments provided for in Section 2.1 are cumulative and
shall apply (without  duplication) to successive Share  Reorganizations,  Rights
Offerings,  Special  Distributions and Capital  Reorganizations  or other events
resulting in any adjustment under the provisions of Section 2.1;  provided that,
notwithstanding  any other  provision of this Section 2, no adjustment  shall be
made in the number of Common Shares which may be acquired on the exercise hereof
unless it would result in a change of at least  one-hundredth  of a Common Share
(provided, however, that any adjustments which by reason of this Section 2.2 are
not  required to be made shall be carried  forward and taken into account in any
subsequent adjustment).

         2.3      NO ADJUSTMENT

                  No  adjustment  in the  number of Common  Shares  which may be
acquired  upon  the  exercise  hereof  shall  be made in  respect  of any  event
described in Section 2.1 if the Holder is entitled to  participate in such event
on the same terms  mutatis  mutandis as if the Holder had  exercised or had been
deemed to have exercised its Special  Warrants prior to or on the effective date
or record date of such event.

         2.4      ADJUSTMENT BY DIRECTORS

                  In the event that the Corporation  after the date hereof shall
take any action  affecting the Common Shares other than action described in this
Section  2, which in the  opinion  of the  directors  of the  Corporation  would
materially affect the rights of holders of the Special  Warrants,  the number of
Common Shares which may be acquired  upon the exercise  hereof shall be adjusted
in such  manner  and at such  time,  by action by the  directors,  in their sole
discretion as they may determine to be equitable in the  circumstances.  Failure
of the  directors to make such an adjustment  shall be conclusive  evidence that
the directors have  determined that it is equitable to make no adjustment in the
circumstances.  In the event that any such  adjustment is made, the  Corporation
shall deliver a new certificate to the Holder  representing the Special Warrants
to which such Holder is entitled following any such adjustment,  together with a
notice describing such adjustment.

         2.5      ABANDONING CAPITAL REORGANIZATION

                  If the  Corporation  shall set a record date to determine  the
holders of the Common  Shares for the purpose of  entitling  them to receive any
issue or  distribution  or for the issue of any rights,  options or warrants and
shall  thereafter  and before such  distribution  or issue to such  shareholders
legally abandon its plan to make such  distribution or issue, then no adjustment
in the number of Common  Shares which may be acquired  upon the exercise  hereof
shall be required by reason of the setting of such record date.


                                       9
<PAGE>

         2.6      CONDITION PRECEDENT

                  As a  condition  precedent  to the taking of any action  which
would require an adjustment  pursuant to Section 2.1, the Corporation shall take
any action which may, in the opinion of counsel,  be necessary in order that the
Corporation may validly and legally issue as fully paid and  non-assessable  all
Common Shares which all holders of outstanding  Special Warrants issued pursuant
to the  Offering  are  entitled  to  receive  on the full  exercise  thereof  in
accordance with the provisions thereof.

         2.7      NOTICE

                  Forthwith  after any adjustment in the number of Common Shares
to which the Holder is  entitled  pursuant  to this  Section 2, the  Corporation
shall  deliver  a notice  of such  adjustment  to the  Holder  setting  forth in
reasonable  detail the method of  calculation  of such  adjustment and the facts
upon which such calculation is based.

         2.8      REFERENCE TO AUDITORS

                  In case a state of facts shall  exist to which the  provisions
of this Section 2 are not strictly applicable, or if strictly applicable operate
in an unclear  manner or in a manner that would not fairly  adjust the rights of
the Holder against  dilution in accordance with the intent and purposes  hereof,
the  Corporation  shall  execute and deliver to the Holder an  amendment  hereto
providing  for an  adjustment  in the  application  of such  provisions so as to
adjust  such  rights  as  aforesaid  in  accordance  with  the  opinion  of  the
Corporation's  auditors (or such  independent  third party as the  Corporation's
auditors may appoint) to whom the Corporation may refer any such question.

3.       SPECIAL WARRANT REGISTER

                  The Special  Warrant  Register  shall be kept by the Registrar
and Transfer Agent at its principal office in the City of Denver,  Colorado, and
at such other offices as may be required by law.

4.       ISSUE IN SUBSTITUTION FOR LOST SPECIAL WARRANTS

         4.1      ISSUE OF NEW CERTIFICATES

                  In  case  this  Special  Warrant   Certificate   shall  become
mutilated  or  be  lost,  destroyed  or  stolen,  the  Corporation,  subject  to
applicable  law and to Section 4.2,  shall issue and thereupon the Registrar and
Transfer  Agent shall  certify and  deliver a new  certificate  of like date and
tenor as this Special Warrant  Certificate upon surrender of and in place of and
upon  cancellation  of this  Special  Warrant  Certificate  or in lieu of and in
substitution   for  this  Special   Warrant   Certificate  and  the  substituted
certificate  shall be in a form approved by the Registrar and Transfer Agent and
shall  rank  equally in  accordance  with its terms  with this  Special  Warrant
Certificate.

         4.2      RESTRICTIONS TO ISSUE OF NEW CERTIFICATES

                  The applicant for the issue of a new certificate  representing
the Special Warrants pursuant to this Section 4 shall bear the cost of the issue
thereof  and in case  of  loss,  destruction  or  theft  shall,  as a  condition


                                       10
<PAGE>

precedent to the issue thereof,  furnish to the Corporation and to the Registrar
and Transfer  Agent such evidence of ownership and of the loss,  destruction  or
theft of this  Special  Warrant  Certificate  as shall  be  satisfactory  to the
Corporation and to the Registrar and Transfer Agent in their  discretion and the
applicant  may also be  required  to  furnish  an  indemnity  in amount and form
satisfactory to them in their discretion,  and shall pay the reasonable  charges
of the Corporation and the Registrar and Transfer Agent in connection therewith.

5.       EXCHANGE OF SPECIAL WARRANTS

         5.1      EXCHANGES FOR NEW CERTIFICATES

                  This Special Warrant Certificate may, upon compliance with the
reasonable  requirements  of the Registrar and Transfer  Agent, be exchanged for
one or more certificates  representing the Special Warrants entitling the Holder
to  acquire  an equal  aggregate  number of  Common  Shares  and Share  Purchase
Warrants as represented by this Special Warrant Certificate.

         5.2      RESTRICTIONS TO EXCHANGES FOR NEW CERTIFICATES

                  Special  Warrants  Certificates  may be exchanged  only at the
principal  transfer  office of the Registrar and Transfer  Agent or at any other
place that is designated by the  Corporation.  Any Special Warrant  Certificates
tendered for exchange  shall be  surrendered to the Registrar and Transfer Agent
and  cancelled.  The  Corporation  shall sign all Special  Warrant  Certificates
necessary to carry out exchanges as aforesaid.

6.       TRANSFER OF SPECIAL WARRANTS

                  The Holder may transfer the Special Warrants  evidenced hereby
either in whole or in part by completing  Schedule "B" hereto and delivering the
same,  together  with this  Special  Warrant  Certificate  and such  evidence of
identity or title as the Registrar and Transfer Agent may reasonably require, to
the Registrar and Transfer Agent,  whereupon the transfer will be registered and
duly noted by  endorsement  hereon signed by the  Registrar and Transfer  Agent.
Every  transfer  of Special  Warrants  must be in writing  under the hand of the
Holder or the Holder's legal personal representatives or the attorney authorized
in writing of such Holder.  If only a portion of the Special Warrants  evidenced
hereby is  transferred,  the  Registrar  and Transfer  Agent will deliver to the
Holder  replacement  certificates  substantially  in the  form of  this  Special
Warrant Certificate representing the Special Warrants not so transferred.

                  TRANSFERS  OF THE  SPECIAL  WARRANTS  EVIDENCED  HEREBY MAY BE
SUBJECT TO RESTRICTIONS  UNDER  APPLICABLE  SECURITIES  LAW.  HOLDERS OF SPECIAL
WARRANTS SHOULD CONSULT THEIR OWN  PROFESSIONAL  ADVISERS IN ORDER TO ASSESS THE
LEGAL ASPECTS OF A TRANSFER OF THE SPECIAL WARRANTS EVIDENCED HEREBY.

7.       NOTICES

                  All  payments  required  to be made or given  pursuant to this
Special  Warrant  Certificate  shall be sent by prepaid  courier and all notices
required to be made or given pursuant to this Special Warrant  Certificate shall
be sent by prepaid  courier or  telecopier.  All payments  and notices  shall be
deemed to have been received on the day of delivery if delivered, or on the date


                                       11
<PAGE>

of  transmission  (as  evidenced by  confirmation  of  transmission)  if sent by
telecopier,  as the case may be. All notices hereunder shall be made or given at
the addresses set forth below:

                  (a)      in the case of the Corporation:

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

                           Attention: President
                           Telecopier number: (905) 629-7025
                           With a copy to:

                           Gottbetter & Partners LLP
                           488 Madison Ave., 12th Floor
                           New York, New York
                           10022-5717

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

                  (b)      in the  case of the  Holder,  at the  address  of the
                           Holder as set forth on the Special Warrant Register.

                  (c)      in the case of the Registrar and Transfer Agent:

                           Corporate Stock Transfer
                           3200 Cherry Creek Drive South
                           Suite 430
                           Denver, Colorado
                           80209

                           Attention: Carlyn K. Bell
                           Telephone number: (303) 282-4800
                           Telecopier number: (303) 282-5800
                           With a copy to:

                           Gottbetter & Partners LLP
                           488 Madison Ave., 12th Floor
                           New York, New York
                           10022-5717

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

8.       GOVERNING LAW

                  This Special Warrant Certificate shall be governed by the laws
of the province of Ontario and the laws of Canada applicable therein.


                                       12
<PAGE>

9.       TIME OF THE ESSENCE

                  Time shall be of the essence hereof.

10.      BUSINESS DAY

                  In the event  that any date upon or by which any other  action
is required to be taken by the Corporation,  the Registrar and Transfer Agent or
the Holder is not a business day, then such action shall be required to be taken
on or by the next succeeding day which is a business day.

11.      NUMBER AND GENDER

                  Words  importing  the singular  number only include the plural
and vice versa and words importing any gender include all genders.

12.      HEADINGS

                  The  division  of  this  Special  Warrant   Certificate   into
Sections,  clauses,  subclauses  or  other  subdivisions  and the  insertion  of
headings  are for  convenience  of  reference  only and  shall  not  affect  the
construction or interpretation hereof.

13.      BINDING EFFECT

                  The terms and  conditions  of the Special  Warrants as set out
herein shall enure to the benefit of and be binding upon the Holder hereof,  the
heirs,  executors,  administrators,  successors and assigns of the Holder to the
extent provided herein and shall enure to the benefit of and be binding upon the
Corporation and its successors.

14.      SEVERABILITY

                  In the  event  that  any  provision  hereof  shall  be void or
unenforceable  for any reason,  it shall be severed  from the  remainder  of the
provisions  hereof  and such  remainder  shall  remain in full  force and effect
notwithstanding  such severance.  Any court with  jurisdiction  over any dispute
with  respect to the Special  Warrants  may amend the  provisions  hereof to the
minimum extent required to render the impugned provision valid and enforceable.

                  IN WITNESS  WHEREOF the  Corporation has executed this Special
Warrant Certificate this 27th day of September, 2004.


                                                  ADSERO CORP.


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



                                       13
<PAGE>

                                  SCHEDULE "A"
                                 SPECIAL WARRANT
                                  EXERCISE FORM

TO:               ADSERO CORP.

                  The undersigned Holder of the Special Warrants  represented by
the within Special  Warrant  Certificate  hereby  exercises the right to acquire
Units of Adsero Corp. (the "Corporation") pursuant to the within Special Warrant
Certificate,  which Special  Warrant  Certificate  is hereby  surrendered to the
Corporation  and which will,  upon due  issuance of the Common  Shares and Share
Purchase Warrants comprising the aforesaid Units, be null and void.

                  The Common Shares and Share Purchase  Warrants  comprising the
aforesaid  Units  will be issued  as set  forth  below and will be mailed to the
address set forth below.


----------------------------------------    ------------------------------------
Witness                                     Signature of Holder

                                            ------------------------------------
                                            Print Name in Full

                                            ------------------------------------
                                            Address in Full

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

Guaranteed by1:

----------------------------------------    ------------------------------------
Name of Guarantor                           Authorized Signature Number


----------------------------------------
Signature of Authorized Signatory of
Guarantor


----------------------------------------
Print Name of Authorized Signatory of
Guarantor

 (1)     If the Common Shares and Share  Purchase  Warrants are to be registered
         in a name other than the name of the Holder, the Holder must pay to the
         Registrar  and Transfer  Agent all exigible  taxes and the signature of
         the Holder must be guaranteed by a bank or trust company or by a member
         of a Canadian stock exchange.



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


                                       14
<PAGE>

Print  below  the name  and  address  in full of the  person  in whose  name the
certificates evidencing the Common Shares and Share Purchase Warrants subscribed
for  are  to be  issued.  If the  Common  Shares  and  Share  Purchase  Warrants
subscribed  for are to be issued to more than one  person,  similar  information
must be provided  for each such person,  as well as the number of Common  Shares
and Share  Purchase  Warrants to be issued to each.  If any of the Common Shares
and Share  Purchase  Warrants are to be issued to a person or persons other than
the Holder of the within Special Warrant Certificate, the Holder must pay to the
Corporation all requisite taxes.

Name
         -----------------------------------------------------------------------
Address
         -----------------------------------------------------------------------

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

         -----------------------------------------------------------------------
                                                                     Postal Code



                                       15
<PAGE>

                                  SCHEDULE "B"
                                FORM OF TRANSFER

FOR VALUE  RECEIVED  the  undersigned  Holder of the Special  Warrants of ADSERO
CORP.  evidenced by the within Special Warrant Certificate hereby sells, assigns
and transfers such Special Warrants unto

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

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

--------------------------------------------------------------------------------
of:
         -----------------------------------------------------------------------

DATED this      day of              , 2004.
           ----        -------------

---------------------------------------    -------------------------------------
Witness                                    Signature of Holder

                                           -------------------------------------
                                           Print Name in Full

                                           -------------------------------------
                                           Address in Full

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

Guaranteed by:2

---------------------------------------    -------------------------------------
Name of Guarantor                          Authorized Signature Number


---------------------------------------
Signature of Authorized Signatory of
Guarantor


---------------------------------------
Print Name of Authorized Signatory of
Guarantor

(1)      The signature of the person  executing this transfer must be guaranteed
         by a bank or trust company or by a member of a Canadian stock exchange.

Note:    The  signatures to this transfer must  correspond  with the name of the
         Holder  as  recorded  on  the  Special  Warrant  Certificate  in  every
         particular without enlargement or alteration or any change whatsoever.



                                       16