EXHIBIT 10.5

                        AMENDMENT TO EMPLOYMENT AGREEMENT

     THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment"), effective October 31,
2004 ("Effective Date"), is made between NS8 Corporation, a Delaware corporation
("Company"),  and  Ricardo  Rosado ("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 7, 2002 (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  Agreements").

     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 hereto agree to amend the Prior Agreements
as  follows:

     The parties agree and acknowledge that by entering into this Amendment, the
Prior  Agreements  are  impliedly and explicitly deemed cancelled and void as of
November  1,  2004  ("Date  of  Cancellation"), except as specifically set forth
below,  and  that  any sums which would have been due under the Prior Agreements
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 the Prior
Agreements  will  be  paid on a pro rata basis at the discretion of the Board of
Directors  as  such  funds  become  available.

     Principal  herein  affirms the survival of the following obligations to the
Company:

          1.     Covenant  Not To Compete.  During Principal's employment by the
Company  and  for  a  period  expiring  two  (2)  years after the termination of
Principal's  employment  for  any  reason,  Principal  covenants and agrees that
Principal  will  not:


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          a.     Directly,  indirectly,  or  otherwise,  own,  manage,  operate,
control,  serve  as  a  consultant  to,  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  planned  to  develop.

          b.     Hire,  offer  to  hire,  entice  away  or  in  any other manner
persuade  or attempt to persuade any officer, Principal or agent of the Company,
or  any  of  its  affiliates,  to  alter  or discontinue a relationship with the
Company  or to do any act that is inconsistent with the interests of the Company
or  any  of  its  affiliates;

          c.     Directly or indirectly solicit, divert, take away or attempt to
solicit,  divert  or  take  away  any  customers  of  the  Company or any of its
affiliates;  or

          d.     Directly  or indirectly solicit, divert, or in any other manner
persuade  or  attempt  to  persuade  any  supplier  of the Company or any of its
affiliates  to  alter or discontinue its relationship with the Company or any of
its  affiliates.

     For  the  purposes of this Section 1, businesses that are deemed to compete
with  the  Company  include,  without limitation, businesses engaged in software
development,  digital media communications, and the development and operation of
Internet websites and services.  Because the Company does business in the United
States  and  Canada,  the geographic scope of the prohibitions in this Section 1
shall  be the United States and Canada.  Notwithstanding Principal's obligations
under  this Section 1, Principal will be entitled to own, as a passive investor,
up  to  five  percent (5%) of any publicly traded company without violating this
provision.

     Employer  and  the  Company  agree  that: this provision does not impose an
undue  hardship  on  Principal  and  is  not  injurious to the public; that this
provision  is  necessary  to  protect  the  business  of  the  Company  and  its


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affiliates;  the  nature  of Principal's responsibilities with the Company under
this  Amendment  require  Principal  to  have access to confidential information
which  is  valuable  and  confidential to all of the Business; the scope of this
Section  1  is  reasonable  in terms of length of time and geographic scope; and
adequate  consideration supports this Section 7, including consideration herein.

          2.     Confidential  Information.  Principal  recognizes  that  the
Company's  Business  and continued success depend upon the use and protection of
confidential  and  proprietary  business  information,  including,  without
limitation,  the  information  and  technology developed by or available through
licenses  to  the Company related to its decision support and expert systems, to
which  Principal  has  access  (all  such  information  being  "Confidential
Information").  For  purposes  of  this  Amendment,  the  phrase  "Confidential
Information"  includes,  for  the Company and its current or future subsidiaries
and  affiliates,  without limitation, and whether or not specifically designated
as  confidential  or  proprietary:  all business plans and marketing strategies;
information concerning existing and prospective markets and customers; financial
information;  information  concerning  the  development  of  new  products  and
services;  information  concerning  any  personnel  of  the  Company (including,
without  limitation,  skills  and  compensation  information); and technical and
non-technical  data  related  to  software  programs,  designs,  specifications,
compilations,  inventions,  improvements,  methods,  processes,  procedures  and
techniques; provided, however, that the phrase does not include information that
            --------  -------
(a)  was  lawfully  in  Principal's  possession  prior  to  disclosure  of  such
information  by  the  Company; (b) was, or at any time becomes, available in the
public  domain  other  than  through  a  violation  of  this  Amendment;  (c) is
documented  by  the  Company  as  having been developed by Principal outside the
scope  of  Principal's  employment  and  independently;  or  (d) is furnished to
Principal  by  a  third  party not under an obligation of confidentiality to the
Company.  Principal  agrees  that  during  Principal's  employment  and  after
termination of employment irrespective of cause, Principal will use Confidential
Information  only  for  the  benefit  of  the  Company  and will not directly or
indirectly  use or divulge, or permit others to use or divulge, any Confidential
Information  for  any  reason, except as authorized by the Company.  Principal's
obligation  under this Amendment is in addition to any obligations Principal has
under  state  or  federal  law.  Principal  agrees  to  deliver  to  the Company


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immediately  upon  termination  of  Principal's  employment,  or at any time the
Company  so requests, all tangible items containing any Confidential Information
(including,  without  limitation,  all memoranda, photographs, records, reports,
manuals,  drawings,  blueprints,  prototypes,  notes taken by or provided to the
Company,  and any other documents or items of a confidential nature belonging to
the  Company),  together  with  all  copies  of  such  material  in  Principal's
possession  or  control.  Principal  agrees  that  in  the course of Principal's
employment  with  the  Company, Principal will not violate in any way the rights
that  any entity has with regard to trade secrets or proprietary or confidential
information.  Principal's  obligations  under  this  Section 2 are indefinite in
term  and  shall  survive  the  termination  of  this  Amendment.

          3.     Work  Product and Copyrights.  Principal agrees that all right,
title  and  interest  in  and to the materials resulting from the performance of
Principal's  duties  at  the  Company and all copies thereof, including works in
progress,  in  whatever media, (the "Work"), will be and remain in Employer upon
their  creation.  Principal  will  mark all Work with the Company's copyright or
other  proprietary notice as directed by the Company.  Principal further agrees:

     3.1     To  the  extent  that  any  portion  of the Work constitutes a work
protectable under the copyright laws of the United States (the "Copyright Law"),
that  all  such  Work  will be considered a "work made for hire" as such term is
used  and  defined in the Copyright Law, and that the Company will be considered
the  "author"  of  such  portion  of  the  Work and the sole and exclusive owner
throughout  the  world  of  copyright  therein;  and

     3.2     If  any  portion  of  the Work does not qualify as a "work made for
hire"  as  such  term  is  used and defined in the Copyright Law, that Principal
hereby  assigns  and  agrees  to  assign  to  the  Company,  without  further
consideration,  all right, title and interest in and to such Work or in any such
portion  thereof  and  any  copyright  therein and further agrees to execute and
deliver  to  the Company, upon request, appropriate assignments of such Work and
copyright  therein  and  such other documents and instruments as the Company may
request  to  fully  and completely assign such Work and copyright therein to the
Company,  its  successors  or  nominees,  and that Principal hereby appoints the
Company  as  attorney-in-fact  to  execute  and  deliver  any  such documents on
Principal's  behalf in the event Principal should fail or refuse to do so within
a  reasonable  period  following  the  Company's  request.

          4.     Inventions  and  Patents.  For  purposes  of  this  Amendment,
"Inventions"  includes,  without  limitation,  information,  inventions,


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contributions,  improvements, ideas, or discoveries, whether protectable or not,
and  whether  or not conceived or made during work hours.  Principal agrees that
all  Inventions  conceived  or made by Principal during the period of employment
with  the  Company  belong to the Company, provided they grow out of Principal's
work  with the Company or are related in some manner to the Business, including,
without  limitation, research and product development, and projected business of
the  Company  or  its  affiliated  companies.  Accordingly,  Principal  will:

          4.1     Make  adequate  written  records  of  such  Inventions,  which
records  will  be  the  Company's  property;

          4.2     Assign  to  the  Company, at its request, any rights Principal
may  have  to  such  Inventions  for  the  U.S.  and  all  foreign  countries;

          4.3     Waive  and  agree not to assert any moral rights Principal may
have or acquire in any Inventions and agree to provide written waivers from time
to  time  as  requested  by  the  Company;  and

          4.4     Assist the Company (at the Company's expense) in obtaining and
maintaining  patents or copyright registrations with respect to such Inventions.

     Principal  understands  and  agrees  that  the Company or its designee will
determine,  in  its  sole  and  absolute  discretion, whether an application for
patent  will  be  filed  on  any Invention that is the exclusive property of the
Company,  as  set forth above, and whether such an application will be abandoned
prior to issuance of a patent.  The Company will pay to Principal, either during
or  after the term of this Amendment, the following amounts if Principal is sole
inventor,  or  Principal's  proportionate  share if Principal is joint inventor:
$750.00 upon filing of the initial application for patent on such Invention; and
$1,500.00  upon  issuance  of  a  patent  resulting  from  such  initial  patent
application,  provided  Principal  is  named  as  an  inventor  in  the  patent.

     Principal  further  agrees that Principal will promptly disclose in writing
to  the  Company  during the term of Principal's employment and for one (1) year
thereafter,  all Inventions whether developed during the time of such employment
or thereafter (whether or not the Company has rights in such Inventions) so that


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Principal's  rights  and  the  Company's  rights  in  such  Inventions  can  be
determined.  Except as set forth on the initialed Exhibit A (List of Inventions)
to  this Amendment, if any, Principal represents and warrants that Principal has
no  Inventions,  software,  writings  or other works of authorship useful to the
Company  in  the  normal  course  of the Business, which were conceived, made or
written  prior  to  the  date  of this Amendment and which are excluded from the
operation  of  this  Amendment.

     NOTICE:  In  accordance with Washington law, this Section 10 does not apply
     ------
to  Inventions  for  which  no  equipment,  supplies,  facility, or trade secret
information  of  the  Company  was  used  and  which  was  developed entirely on
Principal's  own  time,  unless:  (a)  the Invention relates (i) directly to the
business  of  the  Company  or  (ii)  to  the  Company's  actual or demonstrably
anticipated  research or development, or (b) the Invention results from any work
performed  by  Principal  for  the  Company  .

          4.5     Reassignment of Inventions Patents and Works to Principal.  If
the  Principal  assigns  or  transfers  any  Inventions, Patents, Works or other
intellectual  property  rights  (collectively,  "Intellectual  Property") to the
Company, or any of its affiliates or subsidiaries, before or during the terms of
this  Amendment,  and the Company becomes insolvent or can no longer continue to
successfully  commercialize the Intellectual Property, then Principal shall have
the  right  to absolutely reacquire such Intellectual Property from the Company,
or  its  affiliates  or  subsidiaries,  as the case may be, upon request and the
payment  of the sum of $10.00 to the party to whom the Intellectual Property has
been assigned or transferred.  The Company or its affiliates or subsidiaries, as
the  case may be, shall then absolutely transfer and assign all right, title and
interest  in and to the Intellectual Property to the Principal free and clear of
all  claims  and encumbrances whatsoever. Provided, however that if the Company,
or  any  of  its  affiliates  or subsidiaries (as the case may be) transfers, or
enters  into  a binding agreement to transfer, the Intellectual Property, or any
part  of it, to a bona fide third party for value then Principal agrees to grant
a  full  release  of  its  rights  hereunder  to  reacquire  that  part  of  the
Intellectual  Property  that  was  or is agreed to transferred to such bona fide
third  party.

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


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

NS8  CORPORATION


By_________________________________
     Name:
     Title:


PRINCIPAL

/s/ Ricardo  Rosado
----------------------
Name:  Ricardo  Rosado


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                                    EXHIBIT A

                               LIST OF INVENTIONS

Refer  to  intellectual  properties  and filings of corporation for key inventor
credits  and  contributions.



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