                                                                      EXHIBIT 14

                                  ADSERO CORP.

                                 CODE OF ETHICS

                                       FOR

            CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, CHIEF
            ACCOUNTING OFFICER OR CONTROLLER AND PERSONS PERFORMING
                               SIMILAR FUNCTIONS

GENERAL PHILOSOPHY
The honesty, integrity and sound judgment of Adsero Corp.'s ("Adsero" or the
"Company") Chief Financial Officer, Chief Accounting Officer or Controller and
persons performing similar functions (collectively the "Principal Officers") is
fundamental to our reputation and success. The professional and ethical conduct
of the Principal Officers is essential to the proper functioning and success of
Adsero.

APPLICABILITY
This Code of Ethics shall apply to Adsero's Principal Officers.

STANDARDS OF CONDUCT
To the best of their knowledge and ability, the Principal Officers shall:

         o        act with honesty and integrity, including the ethical handling
                  of actual or apparent conflicts of interest between personal
                  and professional relationships;

         o        provide full, fair, accurate, timely, and understandable
                  disclosure in reports and documents that Adsero files with, or
                  submits to, the Securities and Exchange Commission
                  ("Commission") and in other public communications made by
                  Adsero;

         o        comply with applicable governmental laws, rules and
                  regulations;

         o        promote the prompt internal reporting of violations of this
                  Code of Ethics to Adsero's board of directors and outside
                  legal counsel;

         o        respect the confidentiality of information acquired in the
                  course of employment;

         o        maintain the skills necessary and relevant to Adsero's needs;
                  and

         o        proactively promote ethical and honest behavior among
                  employees of Adsero and its subsidiaries.

All Principal Officers are expected to adhere to the Adsero Code of Ethics. Any
violation of this Code of Ethics will be subject to appropriate discipline, up
to and including dismissal from the

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Company and prosecution under the law. The board of directors shall have
responsibility for administration of this Code of Ethics and shall have the sole
and absolute discretionary authority to approve any deviation or waiver from
this Code of Ethics for Principal Officers. In the event that a waiver of,
modification of and/or change to this Code of Ethics is approved and granted,
then the notice of the waiver, modification, and/or change shall be disclosed as
may be required by SEC rules or the rules of any exchange on which the
securities of the Company are then trading.

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