EXHIBIT 10.12

                  ADDENDUM TO AMENDMENT TO EMPLOYMENT AGREEMENT

     THIS  ADDENDUM TO AMENDMENT TO EMPLOYMENT AGREEMENT ("Addendum"), effective
February 1, 2005 ("Effective Date"), is made between NS8 Corporation, a Delaware
corporation  ("Company"), and Leslie J. Ames ("Principal") (together referred to
herein  as  the  "Parties").

     WHEREAS  the  Parties  acknowledge and affirm that Principal has previously
executed  an  Employment  Agreement  with  the  Company, dated June 30, 2002 and
amended  pursuant  to the Amendment to Principal Employment Agreement, effective
January  7,  2004,  and  further amended pursuant to the Amendment to Employment
Agreement  ("Second  Amendment"), effective October 31, 2004 (attached hereto as
Attachment  A)  (together  the  "Prior  Agreements").

     AND  WHEREAS  in  the Second Amendment the Parties agreed and acknowledged,
inter  alia,  that  by  entering into the Second Amendment, the Prior Agreements
other  than the Second Amendment are deemed cancelled and void as of November 1,
2004  ("Date  of  Cancellation")  except as specifically set forth in the Second
Amendment.

     AND  WHEREAS  in the Second Amendment the Principal affirms the survival of
certain  obligations  to the Company including, among other things, Section 1 of
the  Second  Amendment which sets out a covenant by the Principal not to compete
with  the  Company,  and the Parties by this Addendum wish to amend Section 1 of
the  Second  Amendment.

     NOW  THEREFORE  in  consideration of the mutual covenants herein contained,
and  other good and valuable consideration, the sufficiency and receipt of which
is  hereby  acknowledged,  the  Parties  agree  to amend Section 1 of the Second
Amendment  as  follows:

A.     Section 1 of the Second Amendment is hereby amended by deleting Section 1
in  its  entirety  and  replacing  it  with  the  following  as  Section  1:

     "Section  1.  Covenant Not to Compete. During Principal's employment by the
     Company,  Principal  covenants  and  agrees  that  Principal:"

B.     Section 1 of the Second Amendment is hereby amended by deleting Paragraph
a. of Section 1 and replacing it by the following as Paragraph a. (i) of Section
1:

     "a.  (i).  Will  not,  directly,  indirectly  or  otherwise,  own,  manage,
          operate,  control, be employed by, participate in, or be connected, in
          any  manner,  with  the ownership, management, operation or control of
          any business that competes with the Business or that competes with the
          Company  or  any  of  its affiliates or that is engaged in any type of
          business  which,  at  any  time during Principal's employment with the
          Company  or  any  of  its affiliates, the Company planned to develop."

C.     Section 1 of the Second Amendment is hereby further amended by adding the
following  as  Paragraph  a.  (ii)  of  Section  1:

     "a.  (ii).  Will  not,  directly,  indirectly  or  otherwise,  serve  as  a
          consultant  to  any  business  that competes with the Business or that
          competes  with the Company or any of its affiliates or that is engaged
          in  any  type  of  business  which,  at  any  time  during Principal's
          employment  with  the  Company  or  any of its affiliates, the Company
          planned  to  develop."

D.     Section 1 of the Second Amendment is hereby further amended by adding the
following  as  Paragraph  a.  (iii)  of  Section  1:

     "a.  (iii).  Notwithstanding the foregoing, upon termination of Principal's
          employment  by the Company, Principal may serve as a consultant to any
          business  that  competes  with  the Business or that competes with the
          Company  or  any  of  its affiliates or that is engaged in any type of
          business  which,  at  any  time during Principal's employment with the
          Company  or  any  of  its affiliates, the Company planned to develop."

     All  of  the  terms,  provisos  and  conditions of this Addendum are hereby
incorporated  into  the  Prior  Agreements  by  reference  and shall form a part
thereof  for  all  purposes.

IN  WITNESS WHEREOF, the Parties have duly signed and delivered this Addendum as
of  the  day  and  year  first  written  above.


NS8  CORPORATION


By:  _____________________________
     Name:
     Title:


PRINCIPAL


/s/ Leslie  J.  Ames
-----------------------
Name:  Leslie  J.  Ames


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