EXHIBIT 10.13

                                ESCROW AGREEMENT
                                ----------------

     THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of May
                                  ---------
19,  2004  by  NS8  CORPORATION, a Delaware corporation (the "Company"); CORNELL
                                                              -------
CAPITAL  PARTNERS,  LP,  a  Delaware  limited  partnership (the "Investor"); and
                                                                 --------
BUTLER  GONZALEZ  LLP  (the  "Escrow  Agent").
                              -------------

                                   BACKGROUND
                                   ----------

     WHEREAS,  the  Company and the Investor have entered into an Standby Equity
Distribution  Agreement  (the  "Standby Equity Distribution Agreement") dated as
                                -------------------------------------
of  the  date hereof, pursuant to which the Investor will purchase the Company's
Common  Stock, par value US$.0001 per share (the "Common Stock"), at a price per
                                                  ------------
share equal to the Purchase Price, as that term is defined in the Standby Equity
Distribution  Agreement,  for  an  aggregate  price of up to Twenty Million U.S.
Dollars  ($20,000,000).  The Standby Equity Distribution Agreement provides that
on each Advance Date the Investor, as that term is defined in the Standby Equity
Distribution Agreement, shall deposit the Advance pursuant to the Advance Notice
in  a segregated escrow account to be held by Escrow Agent and the Company shall
deposit  shares  of  the Company's Common Stock, which shall be purchased by the
Investor  as  set  forth  in the Standby Equity Distribution Agreement, with the
Escrow  Agent,  in  order  to  effectuate  a  disbursement to the Company of the
Advance  by the Escrow Agent and a disbursement to the Investor of the shares of
the  Company's Common Stock by Escrow Agent at a closing to be held as set forth
in  the  Standby  Equity  Distribution  Agreement  (the  "Closing").
                                                          -------

WHEREAS, Escrow Agent has agreed to accept, hold, and disburse the funds and the
shares  of  the  Company's Common Stock deposited with it in accordance with the
terms  of  this  Agreement.

WHEREAS,  in  order  to  establish  the escrow of funds and shares to effect the
provisions of the Standby Equity Distribution Agreement, the parties hereto have
entered  into  this  Agreement.

NOW  THEREFORE,  in  consideration  of  the  foregoing,  it  is hereby agreed as
follows:

     1.     Definitions.  The  following terms shall have the following meanings
            -----------
when  used  herein:

     a.     "Escrow  Funds"  shall  mean  the  Advance  funds deposited with the
             -------------
Escrow  Agent  pursuant  to  this  Agreement.

     b.     "Joint Written Direction" shall mean a written direction executed by
             -----------------------
the Investor and the Company directing Escrow Agent to disburse all or a portion
of  the  Escrow  Funds  or to take or refrain from taking any action pursuant to
this  Agreement.


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<PAGE>

     c.     "Common  Stock  Joint  Written  Direction"  shall  mean  a  written
             ----------------------------------------
direction  executed by the Investor and the Company directing Investor's Counsel
to  disburse  all or a portion of the shares of the Company's Common Stock or to
refrain  from  taking  any  action  pursuant  to  this  Agreement.

     2.     Appointment  of  and  Acceptance  by  Escrow  Agent.
            ---------------------------------------------------

     a.     The Investor and the Company hereby appoint Escrow Agent to serve as
Escrow  Agent hereunder.  Escrow Agent hereby accepts such appointment and, upon
receipt by wire transfer of the Escrow Funds in accordance with Section 3 below,
agrees  to  hold,  invest  and disburse the Escrow Funds in accordance with this
Agreement.

     b.     The  Investor  and  the  Company  hereby appoint the Escrow Agent to
serve  as  the holder of the shares of the Company's Common Stock which shall be
purchased  by  the  Investor.  The  Escrow Agent hereby accepts such appointment
and,  upon receipt via D.W.A.C or the certificates representing of the shares of
the  Company's  Common  Stock in accordance with Section 3 below, agrees to hold
and  disburse  the  shares of the Company's Common Stock in accordance with this
Agreement.

     c.     The  Company hereby acknowledges that the Escrow Agent is counsel to
the  Investor  in  connection  with the transactions contemplated and referenced
herein.  The  Company  agrees  that  in  the  event  of  any  dispute arising in
connection  with  this  Escrow  Agreement  or  otherwise  in connection with any
transaction  or  agreement  contemplated and referenced herein, the Escrow Agent
shall  be  permitted  to continue to represent the Investor and the Company will
not  seek  to  disqualify  such  counsel.

     3.     Creation  of  Escrow  Account/Common  Stock  Account.
            ----------------------------------------------------

     a.     On  or  prior  to  the date of this Agreement the Escrow Agent shall
establish  an  escrow  account  for  the deposit of the Escrow Funds entitled as
follows:  NS8  Corporation/Cornell Capital Partners, LP.  The Investor will wire
funds  to  the  account  of  the  Escrow  Agent  as  follows:
BANK:                   Wachovia,  N.A.  of  New  Jersey
ROUTING  #:             031201467
ACCOUNT  #:             2020000659170
NAME  ON  ACCOUNT:      Butler  Gonzalez  LLP  as  Escrow  Agent
NAME  ON  SUB-ACCOUNT:  NS8  Corporation/Cornell  Capital Partners, LP Escrow
                        account


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<PAGE>

     b.     On  or  prior  to  the date of this Agreement the Escrow Agent shall
establish an account for the D.W.A.C. of the shares of Common Stock. The Company
will  D.W.A.C. shares of the Company's Common Stock to the account of the Escrow
Agent  as  follows:
BROKERAGE  FIRM:        Crown  Financial  Group
CLEARING  HOUSE:        Fiserv
ACCOUNT  #:             56797702
DTC  #:                 0632
NAME  ON  ACCOUNT:      Butler  Gonzalez  LLP  Escrow  Account


     4.     Deposits  into  the Escrow Account.The Investor agrees that it shall
            -----------------------------------
promptly  deliver  all  monies for the payment of the Common Stock to the Escrow
Agent  for  deposit  in  the  Escrow  Account.

     5.     Disbursements  from  the  Escrow  Account.
            -----------------------------------------

     a.     At such time as Escrow Agent has collected and deposited instruments
of payment in the total amount of the Advance and has received such Common Stock
via  D.W.A.C from the Company which are to be issued to the Investor pursuant to
the  Standby  Equity  Distribution  Agreement, the Escrow Agent shall notify the
Company  and  the  Investor.  The  Escrow Agent will continue to hold such funds
until  the  Investor  and  Company execute and deliver a Joint Written Direction
directing  the  Escrow  Agent  to  disburse  the  Escrow Funds pursuant to Joint
Written  Direction at which time the Escrow Agent shall wire the Escrow Funds to
the  Company.  In disbursing such funds, Escrow Agent is authorized to rely upon
such  Joint Written Direction from Company and may accept any signatory from the
Company  listed  on  the signature page to this Agreement and any signature from
the  Investor that Escrow Agent already has on file.  Simultaneous with delivery
of  the  executed  Joint  Written Direction to the Escrow Agent the Investor and
Company  shall execute and deliver a Common Stock Joint Written Direction to the
Escrow  Agent  directing the Escrow Agent to release via D.W.A.C to the Investor
the  shares  of  the Company's Common Stock.  In releasing such shares of Common
Stock  the  Escrow  Agent  is  authorized  to  rely upon such Common Stock Joint
Written  Direction  from  Company  and may accept any signatory from the Company
listed on the signature page to this Agreement and any signature from the Escrow
Agent  has  on  file.

     In  the  event  the Escrow Agent does not receive the amount of the Advance
from  the Investor or the shares of Common Stock to be purchased by the Investor
from  the  Company,  the Escrow Agent shall notify the Company and the Investor.

In  the  event  that  the  Escrow  Agent has not received the Common Stock to be
purchased by the Investor from the Company, in no event will the Escrow Funds be
released  to the Company until such shares are received by the Escrow Agreement.
For  purposes of this Agreement, the term "Common Stock certificates" shall mean
Common  Stock  certificates  to  be purchased pursuant to the respective Advance
Notice  pursuant  to  the  Standby  Equity  Distribution  Agreement.

     6.     Deposit  of  Funds. The Escrow Agent is hereby authorized to deposit
            ------------------
the  wire  transfer  proceeds  in  the  Escrow  Account.


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<PAGE>

     7.     Suspension  of  Performance:  Disbursement  Into  Court.
            -------------------------------------------------------

     a.     Escrow Agent.  If at any time, there shall exist any dispute between
            ------------
the  Company  and  the  Investor  with  respect to holding or disposition of any
portion  of  the  Escrow  Funds  or the Common Stock or any other obligations of
Escrow  Agent  hereunder, or if at any time Escrow Agent is unable to determine,
to  Escrow  Agent's  sole satisfaction, the proper disposition of any portion of
the  Escrow  Funds  or  Escrow  Agent's  proper  actions  with  respect  to  its
obligations hereunder, or if the parties have not within thirty (30) days of the
furnishing  by  Escrow  Agent  of  a notice of resignation pursuant to Section 9
hereof,  appointed  a successor Escrow Agent to act hereunder, then Escrow Agent
may,  in  its  sole  discretion,  take  either or both of the following actions:

     i.     Suspend the performance of any of its obligations (including without
limitation  any disbursement obligations) under this Escrow Agreement until such
dispute  or  uncertainty  shall  be  resolved to the sole satisfaction of Escrow
Agent or until a successor Escrow Agent shall be appointed (as the case may be);
provided  however,  Escrow  Agent  shall  continue to invest the Escrow Funds in
accordance  with  Section  8  hereof;  and/or

     ii.     Petition  (by  means  of  an  interpleader  action  or  any  other
appropriate  method) any court of competent jurisdiction in any venue convenient
to  Escrow  Agent, for instructions with respect to such dispute or uncertainty,
and  to  the  extent  required  by  law,  pay  into  such court, for holding and
disposition in accordance with the instructions of such court, all funds held by
it  in the Escrow Funds, after deduction and payment to Escrow Agent of all fees
and  expenses  (including  court costs and attorneys' fees) payable to, incurred
by, or expected to be incurred by Escrow Agent in connection with performance of
its  duties  and  the  exercise  of  its  rights  hereunder.

     iii.     Escrow Agent shall have no liability to the Company, the Investor,
or any person with respect to any such suspension of performance or disbursement
into  court,  specifically including any liability or claimed liability that may
arise,  or  be alleged to have arisen, out of or as a result of any delay in the
disbursement  of  funds held in the Escrow Funds or any delay in with respect to
any  other  action  required  or  requested  of  Escrow  Agent.

     8.     Investment  of  Escrow  Funds.  The  Escrow  Agent shall deposit the
            -----------------------------
Escrow  Funds  in  a  non-interest  bearing  money  market  account.

     9.     If  Escrow  Agent  has not received a Joint Written Direction at any
time  that  an  investment  decision  must  be made, Escrow Agent may retain the
Escrow Fund, or such portion thereof, as to which no Joint Written Direction has
been  received,  in  a  non-interest  bearing  money  market  account.

     10.     Resignation  and  Removal of Escrow Agent.  Escrow Agent may resign
             -----------------------------------------
from  the  performance of its duties hereunder at any time by giving thirty (30)
days'  prior  written  notice  to the parties or may be removed, with or without
cause,  by  the parties, acting jointly, by furnishing a Joint Written Direction
to  Escrow  Agent,  at  any  time  by the giving of ten (10) days' prior written
notice  to  Escrow  Agent  as  provided  herein  below.  Upon any such notice of
resignation  or  removal,  the  representatives  of the Investor and the Company


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<PAGE>

identified  in  Sections  13a.(iv)  and 13b.(iv), below, jointly shall appoint a
successor  Escrow  Agent  hereunder,  which  shall  be  a commercial bank, trust
company  or  other  financial institution with a combined capital and surplus in
excess  of  US$10,000,000.00.  Upon the acceptance in writing of any appointment
of  Escrow  Agent  hereunder  by a successor Escrow Agent, such successor Escrow
Agent  shall thereupon succeed to and become vested with all the rights, powers,
privileges  and  duties  of  the  retiring Escrow Agent, and the retiring Escrow
Agent  shall  be  discharged  from  its duties and obligations under this Escrow
Agreement,  but  shall not be discharged from any liability for actions taken as
Escrow  Agent  hereunder  prior  to  such succession.  After any retiring Escrow
Agent's  resignation  or  removal, the provisions of this Escrow Agreement shall
inure  to its benefit as to any actions taken or omitted to be taken by it while
it  was  Escrow  Agent  under  this Escrow Agreement.  The retiring Escrow Agent
shall  transmit  all  records  pertaining  to the Escrow Funds and shall pay all
funds held by it in the Escrow Funds to the successor Escrow Agent, after making
copies  of  such  records as the retiring Escrow Agent deems advisable and after
deduction  and  payment  to  the  retiring Escrow Agent of all fees and expenses
(including court costs and attorneys' fees) payable to, incurred by, or expected
to  be  incurred by the retiring Escrow Agent in connection with the performance
of  its  duties  and  the  exercise  of  its  rights  hereunder.

     11.     Liability  of  Escrow  Agent.
             ----------------------------

     a.     Escrow  Agent  shall have no liability or obligation with respect to
the  Escrow  Funds  except  for  Escrow  Agent's  willful  misconduct  or  gross
negligence.  Escrow  Agent's  sole  responsibility shall be for the safekeeping,
investment, and disbursement of the Escrow Funds in accordance with the terms of
this  Agreement.  Escrow  Agent  shall have no implied duties or obligations and
shall  not  be  charged with knowledge or notice or any fact or circumstance not
specifically  set  forth herein.  Escrow Agent may rely upon any instrument, not
only  as  to  its  due execution, validity and effectiveness, but also as to the
truth  and  accuracy  of  any  information contained therein, which Escrow Agent
shall  in  good faith believe to be genuine, to have been signed or presented by
the  person or parties purporting to sign the same and conform to the provisions
of  this  Agreement.  In  no  event shall Escrow Agent be liable for incidental,
indirect,  special,  and  consequential or punitive damages.  Escrow Agent shall
not  be  obligated  to  take  any  legal  action  or  commence any proceeding in
connection  with  the  Escrow  Funds,  any  account  in  which  Escrow Funds are
deposited,  this  Agreement  or the Standby Equity Distribution Agreement, or to
appear  in,  prosecute  or  defend  any such legal action or proceeding.  Escrow
Agent  may  consult  legal counsel selected by it in the event of any dispute or
question  as  to  construction  of  any of the provisions hereof or of any other
agreement  or  its  duties  hereunder,  or relating to any dispute involving any
party  hereto,  and shall incur no liability and shall be fully indemnified from
any  liability  whatsoever  in  acting  in  accordance  with  the  opinion  or
instructions  of  such  counsel.  The  Company  and  the  Investor  jointly  and
severally  shall  promptly pay, upon demand, the reasonable fees and expenses of
any  such  counsel  and  Escrow  Agent is hereby authorized to pay such fees and
expenses  from  funds  held  in  escrow.

     b.     The  Escrow  Agent  is hereby authorized, in its sole discretion, to
comply  with  orders  issued or process entered by any court with respect to the
Escrow  Funds,  without  determination  by  the  Escrow  Agent  of  such court's
jurisdiction  in  the matter.  If any portion of the Escrow Funds is at any time
attached,  garnished  or  levied  upon  under  any  court  order, or in case the
payment, assignment, transfer, conveyance or delivery of any such property shall


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<PAGE>

be  stayed  or enjoined by any court order, or in any case any order judgment or
decree shall be made or entered by any court affecting such property or any part
thereof, then and in any such event, the Escrow Agent is authorized, in its sole
discretion, to rely upon and comply with any such order, writ judgment or decree
which  it  is advised by legal counsel selected by it,  binding upon it, without
the  need  for appeal or other action; and if the Escrow Agent complies with any
such  order,  writ,  judgment  or  decree,  it shall not be liable to any of the
parties  hereto  or  to  any other person or entity by reason of such compliance
even  though  such  order, writ judgment or decree may be subsequently reversed,
modified,  annulled,  set  aside  or  vacated.

     12.     Indemnification  of  Escrow Agent.  From and at all times after the
             ---------------------------------
date of this Agreement, the parties jointly and severally, shall, to the fullest
extent  permitted  by  law and to the extent provided herein, indemnify and hold
harmless  Escrow Agent and each director, officer, employee, attorney, agent and
affiliate  of Escrow Agent (collectively, the "Indemnified Parties") against any
                                               -------------------
and  all  actions,  claims (whether or not valid), losses, damages, liabilities,
costs  and  expenses  of  any  kind  or  nature  whatsoever  (including  without
limitation  reasonable  attorney's  fees,  costs  and  expenses)  incurred by or
asserted  against any of the Indemnified Parties from and after the date hereof,
whether  direct, indirect or consequential, as a result of or arising from or in
any  way  relating  to any claim, demand, suit, action, or proceeding (including
any  inquiry  or  investigation) by any person, including without limitation the
parties  to  this  Agreement, whether threatened or initiated, asserting a claim
for  any  legal  or  equitable  remedy  against  any person under any statute or
regulation, including, but not limited to, any federal or state securities laws,
or  under  any  common  law  or equitable cause or otherwise, arising from or in
connection  with the negotiation, preparation, execution, performance or failure
of performance of this Agreement or any transaction contemplated herein, whether
or  not  any such Indemnified Party is a party to any such action or proceeding,
suit or the target of any such inquiry or investigation; provided, however, that
no  Indemnified  Party  shall  have  the  right  to be indemnified hereunder for
liability finally determined by a court of competent jurisdiction, subject to no
further  appeal,  to  have  resulted solely from the gross negligence or willful
misconduct  of  such  Indemnified  Party.  If  any such action or claim shall be
brought  or asserted against any Indemnified Party, such Indemnified Party shall
promptly  notify  the Company and the Investor hereunder in writing, and the and
the  Company  shall  assume  the  defense  thereof,  including the employment of
counsel  and  the payment of all expenses.  Such Indemnified Party shall, in its
sole  discretion, have the right to employ separate counsel (who may be selected
by  such  Indemnified  Party  in  its sole discretion) in any such action and to
participate and to participate in the defense thereof, and the fees and expenses
of  such  counsel  shall  be  paid  by  such  Indemnified Party, except that the
Investor  and/or  the  Company shall be required to pay such fees and expense if
(a)  the Investor or the Company agree to pay such fees and expenses, or (b) the
Investor  and/or  the Company shall fail to assume the defense of such action or
proceeding  or  shall fail, in the sole discretion of such Indemnified Party, to
employ  counsel  reasonably  satisfactory  to  the Indemnified Party in any such
action  or proceeding, (c) the Investor and the Company are the plaintiff in any
such  action  or  proceeding  or  (d) the named or potential parties to any such
action  or proceeding (including any potentially impleaded parties) include both
Indemnified  Party  the  Company and/or the Investor and Indemnified Party shall
have  been  advised  by  counsel  that  there  may be one or more legal defenses
available to it which are different from or additional to those available to the
Company  or  the  Investor.  The  Investor  and the Company shall be jointly and
severally  liable  to pay fees and expenses of counsel pursuant to the preceding
sentence, except that any obligation to pay under clause (a) shall apply only to
the party so agreeing.  All such fees and expenses payable by the Company and/or
the  Investor pursuant to the foregoing sentence shall be paid from time to time


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<PAGE>

as  incurred,  both in advance of and after the final disposition of such action
or  claim.  The  obligations of the parties under this section shall survive any
termination  of  this  Agreement, and resignation or removal of the Escrow Agent
shall  be  independent  of  any  obligation  of  Escrow  Agent.

     13.     Expenses  of  Escrow  Agent.  Except as set forth in Section 11 the
             ---------------------------
Company  shall  reimburse  Escrow  Agent for all of its reasonable out-of-pocket
expenses,  including  attorneys'  fees, travel expenses, telephone and facsimile
transmission  costs,  postage  (including  express  mail  and overnight delivery
charges),  copying  charges  and  the  like  as  outlined in Section 12.4 of the
Standby  Equity  Distribution  Agreement  dated  the  date  hereof.  All  of the
compensation  and  reimbursement  obligations set forth in this Section shall be
payable  by  the  Company,  upon demand by Escrow Agent.  The obligations of the
Company  under  this Section shall survive any termination of this Agreement and
the  resignation  or  removal  of  Escrow  Agent.

     14.     Warranties.
             ----------

     a.     The  Investor  makes the following representations and warranties to
Butler  Gonzalez  LLP  as  the  Escrow  Agent  and  Investor's  Counsel:

     i.     The  Investor  has  full  power and authority to execute and deliver
this  Agreement  and  to  perform  its  obligations  hereunder.

     ii.     This  Agreement  has  been duly approved by all necessary action of
the  Investor,  including  any  necessary approval of the limited partner of the
Investor,  has  been  executed  by  duly  authorized  officers of the Investor's
general  partner,  enforceable  in  accordance  with  its  terms.

     iii.     The  execution,  delivery, and performance of the Investor of this
Agreement  will  not  violate,  conflict  with,  or  cause  a  default under the
agreement  of  limited  partnership  of  the  Investor,  any  applicable  law or
regulation,  any  court  order  or  administrative ruling or degree to which the
Investor  is  a  party  or  any  of  its  property is subject, or any agreement,
contract,  indenture,  or  other  binding  arrangement.

     iv.     Mark A. Angelo has been duly appointed to act as the representative
of  Investor hereunder and has full power and authority to execute, deliver, and
perform  this  Agreement, to execute and deliver any Joint Written Direction, to
amend, modify, or waive any provision of this Agreement, and to take any and all
other actions as the Investor's representative under this Agreement, all without
further  consent  or  direction  form,  or  notice to, the Investor or any other
party.

     v.     No  party  other  than  the  parties hereto have, or shall have, any
lien,  claim  or  security interest in the Escrow Funds or any part thereof.  No
financing  statement  under  the  Uniform  Commercial  Code  is  on  file in any
jurisdiction claiming a security interest in or describing (whether specifically
or  generally)  the  Escrow  Funds  or  any  part  thereof.

     vi.     All of the representations and warranties of the Investor contained
herein are true and complete as of the date hereof and will be true and complete
at  the  time  of  any  disbursement  from  the  Escrow  Funds.


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<PAGE>

     b.     The  Company  makes  the following representations and warranties to
Escrow  Agent  and  the  Investor:

     i.     The  Company  is a corporation duly organized, validly existing, and
in good standing under the laws of the State of Delaware, and has full power and
authority  to  execute and deliver this Agreement and to perform its obligations
hereunder.

     ii.     This  Agreement  has  been duly approved by all necessary corporate
action  of  the  Company, including any necessary shareholder approval, has been
executed  by  duly authorized officers of the Company, enforceable in accordance
with  its  terms.

     iii.     The  execution,  delivery,  and performance by the Company of this
Escrow Agreement is in accordance with the Standby Equity Distribution Agreement
and  will  not  violate, conflict with, or cause a default under the articles of
incorporation  or  bylaws  of the Company, any applicable law or regulation, any
court  order  or administrative ruling or decree to which the Company is a party
or  any  of  its  property is subject, or any agreement, contract, indenture, or
other  binding  arrangement.

     iv.     Peter  Hogendoorn  has  been  duly  appointed  to  act  as  the
representative  of  the  Company  hereunder  and has full power and authority to
execute,  deliver,  and perform this Agreement, to execute and deliver any Joint
Written Direction, to amend, modify or waive any provision of this Agreement and
to  take all other actions as the Company's Representative under this Agreement,
all  without further consent or direction from, or notice to, the Company or any
other  party.

     v.     No  party  other than the parties hereto shall have, any lien, claim
or  security  interest  in  the  Escrow Funds or any part thereof.  No financing
statement  under  the  Uniform  Commercial  Code  is on file in any jurisdiction
claiming  a  security  interest  in  or  describing  (whether  specifically  or
generally)  the  Escrow  Funds  or  any  part  thereof.

     vi.     All  of the representations and warranties of the Company contained
herein are true and complete as of the date hereof and will be true and complete
at  the  time  of  any  disbursement  from  the  Escrow  Funds.

     15.     Consent  to  Jurisdiction  and  Venue.  In the event that any party
             -------------------------------------
hereto  commences a lawsuit or other proceeding relating to or arising from this
Agreement,  the  parties  hereto agree that the United States District Court for
the  District  of New Jersey shall have the sole and exclusive jurisdiction over
any  such  proceeding.  If  all  such  courts  lack  federal  subject  matter
jurisdiction,  the parties agree that the Superior Court Division of New Jersey,
Chancery  Division  of Hudson County shall have sole and exclusive jurisdiction.
Any  of  these  courts  shall  be  proper venue for any such lawsuit or judicial
proceeding  and  the  parties  hereto  waive  any  objection to such venue.  The
parties  hereto consent to and agree to submit to the jurisdiction of any of the
courts  specified  herein  and  agree  to  accept the service of process to vest
personal  jurisdiction  over  them  in  any  of  these  courts.

     16.     Notice.  All notices and other communications hereunder shall be in
             ------
writing and shall be deemed to have been validly served, given or delivered five
(5)  days after deposit in the United States mail, by certified mail with return
receipt  requested  and  postage prepaid, when delivered personally, one (1) day


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delivery to any overnight courier, or when transmitted by facsimile transmission
and  addressed  to  the  party  to  be  notified  as  follows:
If  to  Investor,  to:       Cornell  Capital  Partners,  LP
                             101  Hudson  Street  -  Suite  3700
                             Jersey  City,  New  Jersey  07302
                             Attention:  Mark  Angelo
                             Facsimile:  (201)  985-8266

If  to  Escrow  Agent,  to:  Butler  Gonzalez  LLP
                             1416  Morris  Avenue  -  Suite  207
                             Union,  New  Jersey  07083
                             Attention:  David  Gonzalez,  Esq.
                             Facsimile:  (908)  810-0973

If  to  Company,  to:        Two  Union  Square
                             601  Union  Street  -  Suite  2400
                             Seattle,  WA  98101
                             Attention:      Peter  Hogendoorn
                             Telephone:    (206)  652-3338
                             Facsimile:     (206)  652-3205

                             NS8  Corporation
                             200-1311  Howe  Street
                             Vancouver,  BC  Canada  V6Z  2P3
                             Telephone:  (604)  677-6994
                             Facsimile:   (604)  677-7011


With  a  copy  to:           Gottbetter  &  Partners,  LLP
                             488  Madison  Avenue
                             New  York,  NY  10016
                             Attention:    Adam  S.  Gottbetter,  Esq.
                             Telephone:  (212)  400-6900
                             Facsimile:   (212)  400-6901

     Or  to  such  other  address as each party may designate for itself by like
notice.

     17.     Amendments  or  Waiver.  This  Agreement  may  be  changed, waived,
             ----------------------
discharged  or  terminated only by a writing signed by the parties of the Escrow
Agent.  No  delay  or omission by any party in exercising any right with respect
hereto  shall  operate  as  waiver.  A  waiver  on any one occasion shall not be
construed as a bar to, or waiver of, any right or remedy on any future occasion.

     18.     Severability.  To  the  extent  any  provision of this Agreement is
             ------------
prohibited  by  or  invalid  under  applicable  law,  such  provision  shall  be
ineffective  to  the  extent  of  such  prohibition,  or  invalidity,  without


                                      E-48
<PAGE>

invalidating the remainder of such provision or the remaining provisions of this
Agreement.

     19.     Governing  Law.  This  Agreement shall be construed and interpreted
             --------------
in  accordance  with  the  internal laws of the State of Delaware without giving
effect  to  the  conflict  of  laws  principles  thereof.

     20.     Entire  Agreement.  This Agreement constitutes the entire Agreement
             -----------------
between the parties relating to the holding, investment, and disbursement of the
Escrow  Funds and sets forth in their entirety the obligations and duties of the
Escrow  Agent  with  respect  to  the  Escrow  Funds.

     21.     Binding  Effect.  All  of  the  terms of this Agreement, as amended
             ---------------
from  time  to  time,  shall  be  binding  upon,  inure to the benefit of and be
enforceable by the respective heirs, successors and assigns of the Investor, the
Company,  or  the  Escrow  Agent.

     22.     Execution  of  Counterparts.  This  Agreement and any Joint Written
             ---------------------------
Direction  may  be  executed  in  counter  parts,  which  when so executed shall
constitute  one  and  same  agreement  or  direction.

     23.     Termination.  Upon  the  first  to  occur of the termination of the
             -----------
Standby  Equity Distribution Agreement dated the date hereof or the disbursement
of  all  amounts  in  the  Escrow  Funds and Common Stock into court pursuant to
Section  7 hereof, this Agreement shall terminate and Escrow Agent shall have no
further obligation or liability whatsoever with respect to this Agreement or the
Escrow  Funds  or  Common  Stock.


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                                      E-49
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     IN  WITNESS WHEREOF the parties have hereunto set their hands and seals the
day  and  year  above  set  forth.

                                                    NS8  CORPORATION

                                                    By:  /s/  Peter  Hogendoorn
                                                         ----------------------
                                                    Name:    Peter  Hogendoorn
                                                    Title:  CEO


                                                    CORNELL CAPITAL PARTNERS, LP

                                                    BY:  YORKVILLE ADVISORS, LLC
                                                    ITS:  GENERAL  PARTNER

                                                    By:  /s/  Mark  A.  Angelo
                                                         ---------------------
                                                    Name:  Mark  A.  Angelo
                                                    Title:  Portfolio  Manager


                                                    BUTLER  GONZALEZ  LLP

                                                    By:  /s/  David  Gonzalez
                                                         --------------------
                                                    Name:  David  Gonzalez, Esq.
                                                    Title:  Partner


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