EXHIBIT 10.29

                              CONSULTING AGREEMENT

     CONSULTING  AGREEMENT (this "Agreement") dated as of August 1, 2004 between
NS8  Corporation,  Inc. ("NS8" or the "Company"), a Delaware corporation, having
offices  at  One Union Square, 601 Union Street, Suite 4200, Seattle, Washington
98101,  USA,  and  Suite  700, 1311 Howe Street, Vancouver, British Columbia V6Z
2P3,  Canada,  and  Mr.  Peter Hogendoorn ("Hogendoorn" or the "Consultant"), an
individual  residing  at  13288  Amble  Greene  Place,  Surrey  BC,  V4A  6P5.

     WHEREAS,  the Company desires to retain Consultant to render consulting and
advisory  services for the Company on the terms and conditions set forth in this
Agreement,  and  Consultant  desires to be retained by the Company on such terms
and  conditions.

     NOW,  THEREFORE,  in  consideration  of the premises, the mutual agreements
herein  set  forth  and  other  good and valuable consideration, the receipt and
adequacy  of  which  are  hereby  acknowledged,  the  parties  agree as follows:

I.     Retention  of  Consultant;  Services  to  be  Performed

     The Company hereby retains Consultant to render such consulting services as
the  Company  may  request,  including  but  not  limited  to  shareholder
communications,  market  and  finance  consultation,  international  finance
correspondence  and  any  other  duties  as  might  be  assigned by the Board of
Directors  or the Chairman of the Board of Directors of the Company.  Consultant
hereby  accepts  such  engagement  and  agrees  to perform such services for the
Company  upon  the terms and conditions set forth in this Agreement.  Consultant
shall  report as appropriate to Anthony Aldo, Chairman of the Board of Directors
of  the  Company.

     Consultant  may  be  required  at  the  Company's  expense  to  render  the
consulting  services  at  such  locations  within and outside the United States,
Canada,  and  elsewhere  as  the  Company  may  specify  from  time  to  time.

     In  rendering  services  hereunder,  Consultant  shall  be  acting  as  an
independent  consultant  and  not  as an employee or agent of the Company or any
related  entity.  As  an  independent  consultant,  Consultant  shall  have  no
authority,  express  or implied, to commit or obligate the Company in any manner
whatsoever, except as specifically authorized from time to time in writing by an
authorized  representative of the Company, which authorization may be general or
specific.  Nothing  contained in this Agreement shall be construed or applied to
create  a  partnership.  Consultant  will not be entitled to any of the benefits


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which  Company  may  make  available  to its employees, such as group insurance,
profit  sharing, or retirement benefits. Consultant shall be responsible for the
payment of all taxes and social charges payable with respect to all amounts paid
to  Consultant  under  this Agreement; provided, however, that if the Company is
determined  to  be  liable  for  collection and/or remittance of any such taxes,
Consultant shall immediately reimburse the Company for all such payments made by
the  Company.  Consultant is free to enter into any contract to provide services
to other business entities, except any contract which would induce Consultant to
violate  this  Agreement.

II.     Term

     Unless  terminated  at  an earlier date in accordance with Section IX, this
Agreement  shall  commence as of the date first written above and shall continue
for  a continuous period of one year to August 1, 2005 (the "Term").  Consultant
shall  devote  such  time and attention as may be reasonably required to perform
the  services  required  by  this Agreement, provided, however, Consultant shall
provide  to  the Company in any calendar month a minimum of eighty (80) hours of
consulting  services.

III.     Compensation

     As  compensation  in  full for Consultant's services hereunder, the Company
shall pay to Consultant a consulting fee at the rate of $7,000.00 CAD per month.
The  consulting fee shall be payable to Consultant in arrears at the end of each
calendar  month  during  the  Term.

     In  the  event that Consultant becomes physically or mentally disabled such
that  he  is  unable  to  adequately perform the services hereunder, the Company
shall  not  be  obligated  for the payment of any further compensation hereunder
until  such  disability  has  ceased  and  Consultant  is  able  to  resume  his
responsibilities  and  duties hereunder, even though this Agreement has not been
terminated  by  the  Company  pursuant  to  Section  IX(B).

     Consultant  and  Company  acknowledge  and  affirm  that  Consultant  has
previously  executed an Employment Agreement with NS8 Corporation, dated January
15,  2003  (attached  hereto  as  Attachment  A),  and  amended  pursuant to the
Amendment to Principal Employment Agreement, effective January 7, 2004 (attached


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hereto  as Attachment B) (together the "prior Agreement"). The parties agree and
acknowledge  that  by  entering  into  this  Agreement,  that prior Agreement is
impliedly  and  explicitly deemed cancelled and void as of August 6, 2004 ("Date
of  Cancellation"),  except  as set forth in Sections 7, 8, 9, and 10 below, and
that  any  sums  which  would  have been due under that prior Agreement cease to
accrue  as of that Date of Cancellation. The parties also agree that any accrued
sums  due  prior to the Date of Cancellation under those Agreements will be paid
on  a  pro  rata basis at the discretion of the Board of Directors as such funds
become  available.

IV.     Expenses

     The  Company shall reimburse Consultant in accordance with the policies and
procedures that the Company establishes from time to time for all reasonable and
necessary  out-of-pocket  expenses  that  Consultant  incurs  in  performing the
services  hereunder,  including,  without  limitation,  pre-approved  reasonable
business  travel  expenses  incurred  by  Consultant.

V.     INDEMNIFICATION

     Consultant  will  indemnify  and  hold  harmless the Company, its officers,
directors,  employees,  sublicensees,  customers  and  agents  from  any and all
claims,  losses,  liabilities, damages, expenses and costs (including attorneys'
fees  and  court  costs)  which  result  from  a breach or alleged breach of any
representation  or  warranty  of  Consultant  (a "Claim"), provided that Company
gives  Consultant  written notice of any such Claim and Consultant has the right
to  participate  in the defense of any such Claim at his expense.  From the date
of  written  notice  from Company to Consultant of any such Claim, Company shall
have the right to withhold from any payments due Consultant under this Agreement
the  amount of any defense costs, plus additional reasonable amounts as security
for  Consultant's  obligations  under  this  Section  V.

VI.     Ownership  of  Intellectual  Property

     A.  Notification  and  Disclosure

     Consultant  shall  promptly  notify the Company in writing of the existence
and nature of, and shall promptly and fully disclose to the Company, any and all
ideas,  designs,  practices,  processes,  apparatus, improvements and inventions


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(all  of  which are hereinafter referred to as "inventions") that Consultant has
conceived  or  first  actually  reduced to practice and/or may conceive or first
actually  reduce to practice during the Term or which Consultant may conceive or
reduce  to  practice within six months after the Term, if such inventions relate
to  a  product  or  process  upon  which  Consultant  worked  during  the  Term.

     B.  Ownership  of  Inventions

     All such inventions shall be the sole and exclusive property of the Company
or  its nominee during the Term and thereafter, and Consultant hereby assigns to
the  Company  all  its  right,  title  and  interest  in and to any and all such
inventions.

     Whenever  the  Company so requests, Consultant shall execute and assign any
and  all  applications, assignments and other instruments that the Company shall
deem  necessary or convenient in order to apply for and obtain Letters Patent of
the  United  States  and/or  of any foreign countries for such inventions and in
order  to assign and convey to the Company or its nominee the sole and exclusive
right,  title  and  interest  in  and  to  all  such  inventions.

     Consultant  shall  aid  and  assist  the  Company  in  any  interference or
litigation  pertaining  to  such  inventions,  and  the  Company  shall bear all
expenses  reasonably  incurred  by  Consultant at the request of the Company. In
this  connection,  if  any  such  aid  or assistance requires any expenditure of
Consultant's  time  after the Term, Consultant shall be entitled to compensation
for  the  time  requested by the Company at a rate equal to the pro rata rate at
which Consultant was being paid for a normal pay period immediately prior to the
end  of  the  Term.

     C.  Limitation

     Sections  VI(A)  and  (B)  shall  not  apply  to  any invention meeting the
following  conditions:

               a)   such  invention  was  made  without  the  use  of any of the
                    equipment, supplies, facility or trade secret information of
                    the  Company  or  its  affiliates;


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               b)   such  invention does not relate (a) directly to the business
                    of  the  Company  or  its affiliates (b) to the Company's or
                    such affiliates' actual or demonstrably anticipated research
                    or  development;  and

               c)   such invention does not result from any service performed by
                    Consultant  for  the  Company  or  its  affiliates.

     D.  Copyrightable  Material

     All  right,  title,  and  interest  in  all  copyrightable  material  which
Consultant  shall  conceive  or  originate,  either individually or jointly with
others,  and  which  arise out of the performance of this Agreement, will be the
property  of  the  Company  and  are  hereby  assigned to the Company along with
ownership  of  any and all copyrights in the copyrightable material.  Consultant
agrees  to execute all papers and perform all other acts necessary to assist the
Company  to  obtain  and  register  copyrights  on such materials in any and all
countries.  Where  applicable, works of authorship created by Consultant for the
Company in performing the services hereunder shall be considered "works made for
hire"  as  defined  in  the  U.S.  Copyright  Act.

     E.  Survival

     This  Section  VI  shall  survive  the  Term.

VII.     Protection  of  Trade  Secrets,  Know-How  and/or  Other  Confidential
Information  of  the  Company

     A.  Confidential  Information

     Except  as  permitted or directed by the Chairman of the Board of Directors
of  the Company, during the Term or at any time thereafter, Consultant shall not
divulge,  furnish  or make accessible to anyone or use in any way (other than in
the  ordinary  course of the business of the Company) any confidential or secret
knowledge  or  information of the Company that Consultant has acquired or become
acquainted  with  or  will  acquire or become acquainted with during the Term or
during engagement by any affiliated company prior to the Term, whether developed


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by Consultant or by others, concerning any trade secrets, confidential or secret
designs,  processes,  formulae,  products  or future products, plans, devices or
material  (whether  or not patented or patentable) directly or indirectly useful
in  any aspect of the business of the Company or its affiliates, any customer or
supplier  lists  of  the  Company  or its affiliates, any confidential or secret
development  or  research  work  of  the Company or its affiliates, or any other
confidential information or secret aspects of the business of the Company or its
affiliates.  Consultant  acknowledges  that  the  above-described  knowledge  or
information  constitutes  a unique and valuable asset of the Company acquired at
great  time  and  expense  by  the  Company  and  its predecessors, and that any
disclosure or other use of such knowledge or information other than for the sole
benefit of the Company would be wrongful and would cause irreparable harm to the
Company.  The foregoing obligations of confidentiality, however, shall not apply
to  any  knowledge  or  information which is now published or which subsequently
becomes  generally  publicly known in the form in which it was obtained from the
Company,  other  than  as  a  direct  or  indirect  result of the breach of this
Agreement  by  Consultant.

     B.  Know-How  and  Trade  Secrets

     All  know-how  and  trade  secret  information  conceived  or originated by
Consultant,  which  arises  out of the performance of the services hereunder, or
any  related  material  or information shall be the property of the Company, and
all  rights  therein  are  hereby  assigned  to  the  Company.

     C.  Return  of  Records

     Upon termination of this Agreement, Consultant shall deliver to the Company
all  property  that  is  in his possession and that is the Company's property or
relates to the Company's business, including, but not limited to records, notes,
data,  memoranda,  software,  electronic information, models, equipment, and any
copies  of  the same.  Consultant shall permanently delete all of his electronic
data  containing  such  property.


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VIII.     Covenants

     A.  Non-Competition

     Consultants  agrees  that  during  the  Term  hereof and for a period of 24
months  subsequent  to any termination of this Agreement for any reason prior to
expiration of the full Term, Consultant will not directly or indirectly, whether
as  a  shareholder, partner, proprietor, employee, representative, consultant or
otherwise,  serve or become or be interested in, any person or entity whatsoever
that  is  engaged  in,  and will not engage in for Consultant's own account, any
business, trade or occupation (i) that, produces, develops, sells and/or markets
anywhere  in  the United States or Canada, any product or service in competition
with  any  product  or  service  offered or under research or development by the
Company  or  its  affiliates  at any time during the Term, or (ii) that plans or
intends  to  undertake, or is investigating the feasibility of undertaking, such
production,  development,  selling  or marketing of any such product or service.

     B.  Non-Employment  of  Personnel

     Consulting  agrees  that  during  the  Term  and for a period of  24 months
subsequent  to  any  termination  of  this  Agreement  for  any  reason prior to
expiration  of the full Term, Consultant will not, except upon the express prior
written  consent of Company, directly or indirectly employ or seek or attempt to
employ  in  any  capacity  (whether  as  a  full  or  part time employee or as a
consultant or contractor) any person who is or was an employee of Company or any
affiliated  Company  at  any  time  during  the  period  of  this  Agreement.

     C.  Enforcement

     The  harm  to  Company  from  a  breach  of  Consultant's obligations under
Paragraphs  A  and  B  above  may be difficult to determine and may be wholly or
partially  irreparable.  Consultant agrees that such obligations may be enforced
by  injunctive  relief  and  other  appropriate remedies, as well as by damages.


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IX.     Termination

     A.  For  Cause.

     The  Company  will  have  the  right  to immediately terminate Consultant's
services  and  this  Agreement  for  Cause.  "Cause"  means:  any breach of this
Agreement  by  Consultant,  including,  without limitation, breach of Employee's
covenants  in  Sections  VI,  VII,  and  VIII;  any  failure to perform assigned
responsibilities  that  continues  unremedied  for  a period of thirty (30) days
after  written  notice  to  Consultant  by  Company;  conviction  of a felony or
misdemeanor  or  failure to contest prosecution for a felony or misdemeanor; the
Company's  reasonable  belief  that  Consultant  engaged  in  a violation of any
statute,  rule,  regulation,  or Company policy, any of which in the judgment of
Company  is  harmful  to  the Business or to Company's reputation; the Company's
reasonable  belief that Consultant engaged in unethical practices, dishonesty or
disloyalty;  or  Company's  failure  to  obtain or lack of funding sufficient to
support  Consultant's  position.  Upon  termination  of  Consultant's employment
hereunder  for  Cause  or upon the death or disability of Consultant, Consultant
will  have  no  rights to any fees or payments after the termination date or the
last  day  of the month in which Consultant's death or disability occurred.  For
purposes  of  this  Agreement, "disability" means the incapacity or inability of
Consultant,  whether  due to accident, sickness or otherwise, as determined by a
medical  doctor acceptable to the Board of Directors of Company and confirmed in
writing  by  such  doctor,  to  perform  the essential functions of Consultant's
position  under  this Agreement, for an aggregate of ninety (90) days during any
period  of  one  hundred  eighty  (180)  consecutive  days.

     B.  Without  Cause.

     Company may terminate its relationship with Consultant under this Agreement
without  cause  and without advance notice; provided, however, that Company will
                                            --------  -------
then  provide to Consultant payment of any fees remaining due for fulfillment of
the  Term.  Such  fees  will  be paid in installments at usual and customary pay
intervals  of  Company,  and  in  payments  equal  to  Consultant's  regular
installments.

     C.  Termination  By  Consultant.

     Consultant may terminate Consultant's relationship under this Agreement for
any  reason  provided  that  Consultant gives Company at least thirty (30) days'
notice in writing.  Company may, at its option, accelerate such termination date


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to  any  date at least two weeks after Consultant's notice of termination of the
Agreement.  Company  may  also,  at its option, relieve Consultant of all duties
after  notice  of termination has been provided.  All compensation will cease on
the  termination  date.

     D.  Termination  By  Consultant  for  Good  Reason.

     Consultant's  relationship  employment  pursuant  to  this  Agreement shall
terminate  prior  to  the  expiration  of the Term in the event Consultant shall
determine  that there is "Good Reason" to terminate his relationship, due to the
Company's  material  breach  of the terms of this Agreement or any other written
agreement between Company and Consultant. Company shall have thirty (30) days to
cure  any  such alleged breach, after Consultant provides Company written notice
of the actions or omissions constituting such breach. Further, Consultant can at
any  time  provide written consent to any of the above events or occurrences and
therefore  specifically  waive  his  right  to terminate this Agreement for Good
Reason.

     E.  Effect  of  Termination.

     If Consultant terminates his relationship with the Company for Good Reason,
Consultant shall be paid any remaining fees through the date of termination, and
for  any  unreimbursed  business  expenses  that  are  subject  to reimbursement
pursuant  to  this  Agreement.

X.     Miscellaneous

     A.  Entire  Agreement

     This Agreement contains the entire understanding between the parties hereto
with  respect  to  the  subject  matter  hereof  and  supersedes  any  prior
understandings,  agreements or representations, written or oral, relating to the
subject  matter hereof; however, Consultant acknowledges and affirms that he has
previously  executed an Employment Agreement with NS8 Corporation, dated January
15,  2003  (attached  hereto  as  Attachment  A),  and  amended  pursuant to the
Amendment to Principal Employment Agreement, effective January 7, 2004 (attached
hereto as Attachment B) (together the "prior Agreement"), and that the terms and
conditions  of said prior Agreement that survive the employment relationship are
not  affected  by, but are supplemented by, this Consulting Agreement, expressly
including  without  limitation  the  Covenant  Not  To  Compete,  Confidential
Information,  Work  Product  and  Copyrights,  Inventions and Patents provisions


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thereof.  The  parties  further  acknowledge  that  Consultant  has  previously
executed  a  Principal Employment Agreement with Canonline Global Media, Inc., a
subsidiary  of  NS8  Corporation, dated January 15, 2003, and that the terms and
conditions  of  that  Agreement  specifically  survive execution of this present
Agreement.

     B.  Severability

     Whenever possible, each provision of this Agreement shall be interpreted in
such  a  manner  as  to  be effective and valid under applicable law, but if any
provision  of  this  Agreement  is  held to be invalid, illegal or unenforceable
under  any  applicable law or rule, the validity, legality and enforceability of
the  other provision of this Agreement will not be affected or impaired thereby.

     C.  Successors  and  Assigns

     This  Agreement  shall  be  binding  upon  and  inure to the benefit of the
parties  hereto and their respective heirs, personal representatives and, to the
extent  permitted  by  subsection  (D),  successors  and  assigns.

     D.  Assignment

     This  Agreement  and  the  rights  and obligations of the parties hereunder
shall  not be assignable, in whole or in part, by either party without the prior
written  consent  of  the  other  party.

     E.  Modification,  Amendment,  Waiver  or  Termination

     No  provision  of  this  Agreement  may  be  modified,  amended,  waived or
terminated  except  by  an  instrument  in writing signed by the parties to this
Agreement.  No  course  of dealing between the parties will modify, amend, waive
or terminate any provision of this Agreement or any rights or obligations of any
party  under  or  by  reason  of  this  Agreement.

     F.  Notices

     All  notices,  consents,  requests,  instructions,  approvals  or  other
communications provided for herein shall be in writing and delivered by personal
delivery,  overnight  courier, mail, electronic facsimile or e-mail addressed to
the  receiving  party  at  the  address  set  forth  hereinabove.  All  such


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communications  shall  be  effective  when  received.
Need  address  of  where  to  send  notices

     Any  party  may  change the address set forth above by notice to each other
party  given  as  provided  herein.

     G.  Governing  Law

     ALL  MATTERS  RELATING  TO  THE  INTERPRETATION, CONSTRUCTION, VALIDITY AND
ENFORCEMENT  OF  THIS  AGREEMENT  SHALL  BE GOVERNED BY THE INTERNAL LAWS OF THE
STATE  OF  MINNESOTA, USA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW PROVISIONS
THEREOF AND THE PARTIES HEREBY EXPRESSLY WAIVE THE APPLICATION OF ANY OTHER LAW.

     H.  Third-Party  Benefit

     Nothing  in  this Agreement, express or implied, is intended to confer upon
any  other person any rights, remedies, obligations or liabilities of any nature
whatsoever.

     I.  No  Waiver

     No delay on the part of the Company in exercising any right hereunder shall
operate  as  a  waiver  of  such  right.  No  waiver, express or implied, by the
Company  of  any  right or any breach by Consultant shall constitute a waiver of
any  other  right  or  breach  by  Consultant.

     J.  Jurisdiction  and  Venue

     The  parties  submit  to the non-exclusive jurisdiction of and venue in the
United  States  District  Court  for  the  District of Western Washington or the
Courts  of  King  County,  Washington,  USA.


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     K.  Remedies

     The  parties agree that money damages may not be an adequate remedy for any
breach  of  the  provisions  of  this  Agreement  and that any party may, in its
discretion,  apply  to  any court of law or equity of competent jurisdiction for
specific  performance  and  injunctive relief in order to enforce or prevent any
violations this Agreement, and any party against whom such proceeding is brought
hereby waives the claim or defense that such party has an adequate remedy at law
and  agrees not to raise the defense that the other party has an adequate remedy
at  law.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
set  forth  in  the  first  Section.

                                                           NS8 CORPORATION, INC.

                                                           By:
                                                                ----------------
                                                           Name:
                                                           Title:

                                                           /s/ PETER HOGENDOORN
                                                           ---------------------
                                                           PETER HOGENDOORN


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                        AMENDMENT TO CONSULTING AGREEMENT

     THIS AMENDMENT TO CONSULTING AGREEMENT ("Amendment"), effective February 1,
2005 ("Effective Date"), is made between NS8 Corporation, a Delaware corporation
("Company"), and Peter Hogendoorn ("Consultant") (together referred to herein as
the  "Parties").

     WHEREAS  the  Parties acknowledge and affirm that Consultant has previously
executed  a  Consulting  Agreement  with  the  Company,  dated  November 1, 2004
(attached  hereto  as  Attachment  A)  (the  "Prior  Agreement").

     AND  WHEREAS  the  Parties  acknowledge  and  affirm  that  the  Consultant
previously  held  the  positions  of Chief Executive Officer and Director on the
Board  of Directors and in such positions, was privy to confidential information
of  the  Company.

     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 VIII of the Prior
Agreement  as  follows:

A.     Section  VIII  of  the  Prior  Agreement  is hereby amended by adding the
following  as  Section  VIII:

     "VIII.     COVENANTS.  During  the  term  of the Consultant's engagement by
the  Company  pursuant  to  this  Consulting Agreement, Consultant covenants and
agrees  that  Consultant:"

B.     Section  VIII  of  the  Prior  Agreement  is  hereby  amended by deleting
Paragraph  A of Section VIII in its entirety and replacing it with the following
as  Paragraph  A  of  Section  VIII:

     A.     Non-Competition

     "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  Consultant's  engagement as a
          consultant to the Company or during his employment with the Company or
          any  of  its  affiliates,  the  Company  planned  to  develop.

     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


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          business  which,  at  any  time  during  Consultant's  engagement as a
          consultant to the Company or during his employment with the Company or
          any  of  its  affiliates,  the  Company  planned  to  develop.

     A(iii).  Notwithstanding  the  foregoing,  upon termination of Consultant's
          employment by the Company, Consultant 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  Consultant's  engagement as a
          consultant to the Company or during his 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 Agreement 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:


CONSULTANT

/s/ Peter  Hogendoorn
------------------------
Name:  Peter  Hogendoorn


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