EXHIBIT 10.14

                                 NS8 CORPORATION
                            PLACEMENT AGENT AGREEMENT

                                                       Dated as of: May 19, 2004

Newbridge  Securities  Corporation
1451  Cypress  Creek  Road,  Suite  204
Fort  Lauderdale,  Florida  33309


Ladies  and  Gentlemen:

     The  undersigned,  NS8 Corporation, a Delaware corporation (the "Company"),
                                                                      -------
hereby  agrees with Newbridge Securities Corporation (the "Placement Agent") and
                                                           ---------------
Cornell  Capital  Partners, LP, a Delaware Limited Partnership (the "Investor"),
                                                                     --------
as  follows:

     1.     Offering.  The  Company hereby engages the Placement Agent to act as
            --------
its exclusive placement agent in connection with the Standby Equity Distribution
Agreement  dated  the date hereof (the "Standby Equity Distribution Agreement"),
                                        -------------------------------------
pursuant to which the Company shall issue and sell to the Investor, from time to
time,  and  the  Investor shall purchase from the Company (the "Offering") up to
                                                                --------
Twenty  Million  U.S.  Dollars  ($20,000,000) of the Company's common stock (the
"Commitment  Amount"),  par  value  US$.0001  per share (the "Common Stock"), at
-------------------                                           ------------
price  per  share  equal  to  the Purchase Price, as that term is defined in the
Standby  Equity  Distribution  Agreement.  The  Placement  Agent  services shall
consist  of reviewing the terms of the Standby Equity Distribution Agreement and
advising  the  Company  with  respect  to  those  terms.

     All  capitalized  terms  used herein and not otherwise defined herein shall
have  the  same  meaning  ascribed to them as in the Standby Equity Distribution
Agreement.  The  Investor  will  be  granted  certain  registration  rights with
respect  to  the Common Stock as more fully set forth in the Registration Rights
Agreement  between  the  Company  and  the  Investor  dated the date hereof (the
"Registration Rights Agreement").  The documents to be executed and delivered in
      ------------------------
connection  with  the  Offering,  including,  but  not limited, to the Company's
latest  Quarterly  Report  on  Form  10-QSB  as  filed  with  the  United States
Securities  and  Exchange  Commission,  this  Agreement,  the  Standby  Equity
Distribution  Agreement,  the  Registration  Rights  Agreement,  and  the Escrow
Agreement  dated  the  date  hereof  (the  "Escrow  Agreement"), are referred to
                                            -----------------
sometimes  hereinafter  collectively as the "Offering Materials."  The Company's
                                             ------------------
Common  Stock  purchased by the Investor hereunder or to be issued in connection
with  the  conversion of any debentures are sometimes referred to hereinafter as
the  "Securities."  The  Placement  Agent  shall  not  be  obligated to sell any
      ----------
Securities.


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<PAGE>

     2.     Compensation.
            ------------

     A.     Upon the execution of this Agreement, the Company shall issue to the
Placement  Agent  or  its  designee  shares  of the Company's Common Stock in an
amount  equal  to  Ten  Thousand  U.S. Dollars (US$10,000) divided by the volume
weighted  average  price  of  the Company's Common Stock as quoted by Bloomberg,
L.P.  on  the date hereof (the "Placement Agent's Shares").  The Placement Agent
                                ------------------------
shall  be entitled to "piggy-back" registration rights, which shall be triggered
upon  registration of any shares of Common Stock by the Investor with respect to
the Placement Agent's Shares pursuant to the Registration Rights Agreement dated
the  date  hereof.

     3.     Representations,  Warranties  and  Covenants of the Placement Agent.
            --------------------------------------------------------------------

     A.     The  Placement  Agent represents, warrants and covenants as follows:

     (i)     The  Placement  Agent  has  the  necessary power to enter into this
Agreement  and  to  consummate  the  transactions  contemplated  hereby.

     (ii)     The  execution  and  delivery  by  the  Placement  Agent  of  this
Agreement  and the consummation of the transactions contemplated herein will not
result  in  any  violation  of,  or be in conflict with, or constitute a default
under, any agreement or instrument to which the Placement Agent is a party or by
which  the Placement Agent or its properties are bound, or any judgment, decree,
order  or,  to  the Placement Agent's knowledge, any statute, rule or regulation
applicable  to  the Placement Agent.  This Agreement when executed and delivered
by the Placement Agent, will constitute the legal, valid and binding obligations
of  the  Placement Agent, enforceable in accordance with their respective terms,
except  to  the  extent  that  (a)  the  enforceability hereof or thereof may be
limited  by  bankruptcy,  insolvency, reorganization, moratorium or similar laws
from time to time in effect and affecting the rights of creditors generally, (b)
the enforceability hereof or thereof is subject to general principles of equity,
or  (c)  the  indemnification  provisions hereof or thereof may be held to be in
violation  of  public  policy.

     (iii)     Upon receipt and execution of this Agreement, the Placement Agent
will promptly forward copies of this Agreement to the Company or its counsel and
the  Investor  or  its  counsel.

     (iv)     The Placement Agent will not intentionally take any action that it
reasonably  believes  would  cause the Offering to violate the provisions of the
Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act
                                         --------
of  1934  (the  "1934  Act"),  the  respective rules and regulations promulgated
                 ---------
thereunder  (the  "Rules  and Regulations") or applicable "Blue Sky" laws of any
                   ----------------------
state  or  jurisdiction.

     (v)     The  Placement  Agent  is  a  member of the National Association of
Securities  Dealers,  Inc.,  and is a broker-dealer registered as such under the
1934  Act  and  under  the securities laws of the states in which the Securities
will  be  offered  or  sold  by the Placement Agent unless an exemption for such
state  registration is available to the Placement Agent.  The Placement Agent is
in  material  compliance  with  the  rules  and  regulations  applicable  to the
Placement  Agent generally and applicable to the Placement Agent's participation
in  the  Offering.


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<PAGE>

     4.     Representations  and  Warranties  of  the  Company.
            --------------------------------------------------

     A.     The  Company  represents  and  warrants  as  follows:

     (i)     The  execution, delivery and performance of each of this Agreement,
the  Standby  Equity  Distribution  Agreement,  the  Escrow  Agreement,  and the
Registration Rights Agreement has been or will be duly and validly authorized by
the  Company  and  is,  or  with  respect  to this Agreement, the Standby Equity
Distribution  Agreement,  the  Escrow  Agreement,  and  the  Registration Rights
Agreement,  will be a valid and binding agreement of the Company, enforceable in
accordance  with  its  respective  terms,  except  to  the  extent  that (a) the
enforceability  hereof  or  thereof  may  be  limited by bankruptcy, insolvency,
reorganization,  moratorium  or  similar  laws  from  time to time in effect and
affecting  the  rights  of creditors generally, (b) the enforceability hereof or
thereof  is  subject  to general principles of equity or (c) the indemnification
provisions  hereof  or  thereof may be held to be in violation of public policy.
The  Securities  to  be issued pursuant to the transactions contemplated by this
Agreement  and  the  Standby  Equity  Distribution  Agreement  have  been  duly
authorized  and, when issued and paid for in accordance with this Agreement, the
Standby  Equity  Distribution  Agreement  and  the  certificates/instruments
representing  such  Securities,  will  be  valid  and binding obligations of the
Company,  enforceable  in  accordance with their respective terms, except to the
extent  that  (1)  the  enforceability  thereof  may  be  limited by bankruptcy,
insolvency,  reorganization,  moratorium  or  similar  laws from time to time in
effect  and  affecting  the  rights  of  creditors  generally,  and  (2)  the
enforceability  thereof  is  subject  to  general  principles  of  equity.  All
corporate  action  required to be taken for the authorization, issuance and sale
of  the  Securities  has  been  duly  and  validly  taken  by  the  Company.

     (ii)     The  Company  has  a  duly  authorized,  issued  and  outstanding
capitalization  as  set forth in the Standby Equity Distribution Agreement.  The
Company  is  not  a  party  to  or  bound  by any instrument, agreement or other
arrangement  providing  for  it  to  issue  any capital stock, rights, warrants,
options or other securities, except for this Agreement, the agreements described
herein  and as described in the Standby Equity Distribution Agreement, dated the
date  hereof  and  the agreements described therein.  All issued and outstanding
securities  of the Company, have been duly authorized and validly issued and are
fully  paid and non-assessable; the holders thereof have no rights of rescission
or  preemptive  rights  with  respect  thereto  and  are not subject to personal
liability  solely  by  reason  of  being  security  holders;  and  none  of such
securities  were  issued in violation of the preemptive rights of any holders of
any  security  of  the  Company.

     (iii)     The  Common  Stock to be issued in accordance with this Agreement
and the Standby Equity Distribution Agreement has been duly authorized and, when
issued  and  paid  for  in  accordance  with  this Agreement, the Standby Equity
Distribution  Agreement  and  the  Compensation  Debenture,  the
certificates/instruments  representing such Common Stock will be validly issued,
fully-paid  and  non-assessable;  the  holders  thereof  will  not be subject to
personal  liability  solely by reason of being such holders; such Securities are
not  and  will  not  be  subject  to  the preemptive rights of any holder of any
security  of  the  Company.

     (iv)     The  Company  has  good  and  marketable  title  to,  or valid and
enforceable  leasehold  estates  in,  all  items  of  real and personal property


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<PAGE>

necessary  to  conduct  its business (including, without limitation, any real or
personal  property stated in the Offering Materials to be owned or leased by the
Company),  free and clear of all liens, encumbrances, claims, security interests
and defects of any material nature whatsoever, other than those set forth in the
Offering  Materials  and  liens  for  taxes  not  yet  due  and  payable.

     (v)     There  is  no  litigation or governmental proceeding pending or, to
the  best  of  the  Company's  knowledge,  threatened  against, or involving the
properties  or  business  of  the  Company,  except as set forth in the Offering
Materials.

     (vi)     The  Company  has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware.  Except as
set  forth  in  the  Offering  Materials,  the  Company does not own or control,
directly  or  indirectly,  an  interest  in  any other corporation, partnership,
trust, joint venture or other business entity.  The Company is duly qualified or
licensed  and  in good standing as a foreign corporation in each jurisdiction in
which  the  character of its operations requires such qualification or licensing
and  where  failure  to  so  qualify would have a material adverse effect on the
Company.  The  Company  has all requisite corporate power and authority, and all
material and necessary authorizations, approvals, orders, licenses, certificates
and  permits  of  and  from  all  governmental  regulatory  officials and bodies
(domestic  and  foreign)  to  conduct  its businesses (and proposed business) as
described  in  the Offering Materials. Any disclosures in the Offering Materials
concerning  the  effects  of foreign, federal, state and local regulation on the
Company's  businesses  as currently conducted and as contemplated are correct in
all material respects and do not omit to state a material fact.  The Company has
all  corporate  power  and  authority  to enter into this Agreement, the Standby
Equity Distribution Agreement, the Registration Rights Agreement, and the Escrow
Agreement,  to  carry  out the provisions and conditions hereof and thereof, and
all  consents,  authorizations,  approvals  and  orders  required  in connection
herewith  and  therewith have been obtained.  No consent, authorization or order
of,  and  no filing with, any court, government agency or other body is required
by  the  Company for the issuance of the Securities or execution and delivery of
the  Offering Materials except for applicable federal and state securities laws.
The  Company,  since its inception, has not incurred any liability arising under
or  as a result of the application of any of the provisions of the 1933 Act, the
1934  Act  or  the  Rules  and  Regulations.

     (vii)     There  has  been  no  material adverse change in the condition or
prospects  of  the  Company, financial or otherwise, from the latest dates as of
which  such  condition or prospects, respectively, are set forth in the Offering
Materials,  and  the  outstanding  debt,  the  property  and the business of the
Company  conform  in all material respects to the descriptions thereof contained
in  the  Offering  Materials.

     (viii)     Except  as  set  forth in the Offering Materials, the Company is
not  in  breach  of,  or in default under, any term or provision of any material
indenture,  mortgage,  deed  of  trust,  lease,  note,  loan  or  Standby Equity
Distribution  Agreement or any other material agreement or instrument evidencing
an  obligation for borrowed money, or any other material agreement or instrument
to  which  it is a party or by which it or any of its properties may be bound or
affected.  The  Company  is  not in violation of any provision of its charter or
by-laws  or  in violation of any franchise, license, permit, judgment, decree or
order, or in violation of any material statute, rule or regulation.  Neither the
execution  and  delivery  of the Offering Materials nor the issuance and sale or


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<PAGE>

delivery  of  the  Securities,  nor  the consummation of any of the transactions
contemplated  in  the  Offering Materials nor the compliance by the Company with
the terms and provisions hereof or thereof, has conflicted with or will conflict
with,  or  has  resulted  in or will result in a breach of, any of the terms and
provisions  of,  or  has  constituted or will constitute a default under, or has
resulted  in or will result in the creation or imposition of any lien, charge or
encumbrance  upon any property or assets of the Company or pursuant to the terms
of  any indenture, mortgage, deed of trust, note, loan or any other agreement or
instrument  evidencing  an obligation for borrowed money, or any other agreement
or  instrument to which the Company may be bound or to which any of the property
or  assets of the Company is subject except (a) where such default, lien, charge
or  encumbrance  would not have a material adverse effect on the Company and (b)
as  described  in  the  Offering  Materials;  nor will such action result in any
violation  of  the  provisions  of the charter or the by-laws of the Company or,
assuming  the  due  performance  by  the  Placement  Agent  of  its  obligations
hereunder,  any  material  statute  or  any  material  order, rule or regulation
applicable  to  the  Company  of  any court or of any foreign, federal, state or
other regulatory authority or other government body having jurisdiction over the
Company.

     (ix)     Subsequent  to  the  dates as of which information is given in the
Offering  Materials,  and  except  as may otherwise be indicated or contemplated
herein or therein and the securities offered pursuant to the Securities Purchase
Agreement  dated  the date hereof, the Company has not (a) issued any securities
or  incurred  any  liability  or  obligation, direct or contingent, for borrowed
money,  or (b) entered into any transaction other than in the ordinary course of
business, or (c) declared or paid any dividend or made any other distribution on
or  in  respect  of  its  capital  stock.  Except  as  described in the Offering
Materials, the Company has no outstanding obligations to any officer or director
of  the  Company.

     (x)     There  are  no  claims  for services in the nature of a finder's or
origination  fee  with  respect  to  the  sale  of the Common Stock or any other
arrangements, agreements or understandings that may affect the Placement Agent's
compensation,  as  determined by the National Association of Securities Dealers,
Inc.

     (xi)     The  Company  owns  or  possesses,  free and clear of all liens or
encumbrances  and  rights  thereto  or  therein  by third parties, the requisite
licenses  or  other  rights  to  use  all trademarks, service marks, copyrights,
service  names, trade names, patents, patent applications and licenses necessary
to  conduct  its  business  (including, without limitation, any such licenses or
rights  described  in  the Offering Materials as being owned or possessed by the
Company)  and,  except as set forth in the Offering Materials, there is no claim
or  action  by  any  person pertaining to, or proceeding, pending or threatened,
which  challenges  the  exclusive  rights  of  the  Company  with respect to any
trademarks,  service  marks,  copyrights,  service  names, trade names, patents,
patent applications and licenses used in the conduct of the Company's businesses
(including,  without  limitation,  any  such licenses or rights described in the
Offering  Materials as being owned or possessed by the Company) except any claim
or  action  that  would  not  have a material adverse effect on the Company; the
Company's  current  products,  services or processes do not infringe or will not
infringe  on  the  patents  currently  held  by  any  third  party.

     (xii)     Except as described in the Offering Materials, the Company is not
under  any  obligation  to  pay  royalties or fees of any kind whatsoever to any
third  party  with respect to any trademarks, service marks, copyrights, service


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<PAGE>

names,  trade names, patents, patent applications, licenses or technology it has
developed,  uses,  employs  or  intends  to  use  or employ, other than to their
respective  licensors.

     (xiii)     Subject  to  the  performance  by  the  Placement  Agent  of its
obligations  hereunder  the  offer and sale of the Securities complies, and will
continue  to  comply, in all material respects with the requirements of Rule 506
of  Regulation  D  promulgated by the SEC pursuant to the 1933 Act and any other
applicable  federal  and  state  laws,  rules, regulations and executive orders.
Neither  the  Offering Materials nor any amendment or supplement thereto nor any
documents  prepared  by the Company in connection with the Offering will contain
any  untrue  statement  of  a  material  fact or omit to state any material fact
required  to  be  stated therein or necessary to make the statements therein, in
light  of  the  circumstances  under  which they were made, not misleading.  All
statements  of  material facts in the Offering Materials are true and correct as
of  the  date  of  the  Offering  Materials.

     (xiv)     All  material  taxes  which  are due and payable from the Company
have been paid in full or adequate provision has been made for such taxes on the
books  of  the  Company,  except  for  those taxes disputed in good faith by the
Company

     (xv)     None  of the Company nor any of its officers, directors, employees
or  agents,  nor any other person acting on behalf of the Company, has, directly
or indirectly, given or agreed to give any money, gift or similar benefit (other
than legal price concessions to customers in the ordinary course of business) to
any customer, supplier, employee or agent of a customer or supplier, or official
or  employee  of  any  governmental  agency or instrumentality of any government
(domestic  or  foreign) or any political party or candidate for office (domestic
or foreign) or other person who is or may be in a position to help or hinder the
business  of the Company (or assist it in connection with any actual or proposed
transaction) which (A) might subject the Company to any damage or penalty in any
civil, criminal or governmental litigation or proceeding, or (B) if not given in
the  past, might have had a materially adverse effect on the assets, business or
operations  of  the  Company  as  reflected  in  any of the financial statements
contained  in  the  Offering  Materials,  or (C) if not continued in the future,
might  adversely  affect  the  assets,  business, operations or prospects of the
Company  in  the  future.

     5.     Representations,  Warranties  and  Covenants  of  the  Investor.
            ---------------------------------------------------------------

     A.     The  Investor  represents,  warrants  and  covenants  as  follows:

     (i)     The  Investor  has the necessary power to enter into this Agreement
and  to  consummate  the  transactions  contemplated  hereby.

     (ii)     The  execution  and delivery by the Investor of this Agreement and
the  consummation of the transactions contemplated herein will not result in any
violation  of,  or  be  in  conflict  with,  or  constitute a default under, any
agreement  or  instrument  to  which  the  Investor  is  a party or by which the
Investor  or its properties are bound, or any judgment, decree, order or, to the
Investor's  knowledge,  any  statute,  rule  or  regulation  applicable  to  the
Investor.  This  Agreement  when  executed  and  delivered by the Investor, will
constitute the legal, valid and binding obligations of the Investor, enforceable
in  accordance  with  their  respective terms, except to the extent that (a) the
enforceability  hereof  or  thereof  may  be  limited by bankruptcy, insolvency,


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<PAGE>

reorganization,  moratorium  or  similar  laws  from  time to time in effect and
affecting  the  rights  of creditors generally, (b) the enforceability hereof or
thereof  is  subject to general principles of equity, or (c) the indemnification
provisions  hereof  or  thereof may be held to be in violation of public policy.

     (iii)     The  Investor  will  promptly  forward  copies of any and all due
diligence  questionnaires  compiled  by  the  Investor  to  the Placement Agent.

     (iv)     The  Investor is an Accredited Investor (as defined under the 1933
Act).

     (v)     The  Investor  is  acquiring  the Securities for the Inventor's own
account  as  principal, not as a nominee or agent, for investment purposes only,
and  not  with  a  view  to,  or  for, resale, distribution or fractionalization
thereof  in  whole  or  in  part  and  no  other person has a direct or indirect
beneficial interest in such Securities.  Further, the Investor does not have any
contract,  undertaking,  agreement  or  arrangement  with  any  person  to sell,
transfer  or  grant  participations  to such person or to any third person, with
respect  to  any  of  the  Securities.

     (vi)     The  Investor  acknowledges  the Investor's understanding that the
offering  and  sale of the Securities is intended to be exempt from registration
under  the 1933 Act by virtue of Section 3(b) of the 1933 Act and the provisions
of  Regulation  D  promulgated  thereunder  ("Regulation  D").  In  furtherance
                                              -------------
thereof,  the  Investor  represents  and  warrants  as  follows:

     (a)     The Investor has the financial ability to bear the economic risk of
the  Investor's  investment, has adequate means for providing for the Inventor's
current  needs  and  personal  contingencies  and has no need for liquidity with
respect  to  the  Investor's  investment  in  the  Company;  and

     (b)     The  Investor  has  such  knowledge and experience in financial and
business  matters  as  to  be  capable of evaluating the merits and risks of the
prospective  investment.  The Inventor also represents it has not been organized
for  the  purpose  of  acquiring  the  Securities.

     (vii)     The Investor has been given the opportunity for a reasonable time
prior  to  the  date  hereof  to ask questions of, and receive answers from, the
Company  or  its  representatives  concerning  the  terms  and conditions of the
Offering,  and  other  matters pertaining to this investment, and has been given
the  opportunity  for  a reasonable time prior to the date hereof to obtain such
additional  information in connection with the Company in order for the Investor
to  evaluate  the  merits and risks of purchase of the Securities, to the extent
the  Company  possesses  such information or can acquire it without unreasonable
effort or expense.  The Investor is not relying on the Placement Agent or any of
its  affiliates  with  respect  to  the accuracy or completeness of the Offering
Materials  or  for  any  economic  considerations  involved  in this investment.


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<PAGE>

     6.     Certain  Covenants  and  Agreements  of  the  Company.
            -----------------------------------------------------

     The  Company covenants and agrees at its expense and without any expense to
the  Placement  Agent  as  follows:

     A.     To  advise  the  Placement  Agent  and  the Investor of any material
adverse change in the Company's financial condition, prospects or business or of
any  development  materially  affecting  the  Company  or  rendering  untrue  or
misleading  any  material  statement  in the Offering Materials occurring at any
time  as  soon  as  the  Company  is  either  informed or becomes aware thereof.

     B.     To use its commercially reasonable efforts to cause the Common Stock
issuable  in  connection  with  the  Standby Equity Distribution Agreement to be
qualified  or  registered  for sale on terms consistent with those stated in the
Registration  Rights  Agreement  and  under  the  securities  laws  of  such
jurisdictions  as the Placement Agent and the Investor shall reasonably request.
Qualification,  registration and exemption charges and fees shall be at the sole
cost  and  expense  of  the  Company.

     C.     Upon  written  request,  to  provide  and  continue  to  provide the
Placement  Agent  and  the Investor copies of all quarterly financial statements
and audited annual financial statements prepared by or on behalf of the Company,
other  reports prepared by or on behalf of the Company for public disclosure and
all  documents  delivered  to  the  Company's  stockholders.

     D.     To  deliver,  during  the  registration period of the Standby Equity
Distribution  Agreement,  to  the  Investor  upon the Investor's request, within
forty  five (45) days, a statement of its income for each such quarterly period,
and  its  balance sheet and a statement of changes in stockholders' equity as of
the  end  of  such  quarterly period, all in reasonable detail, certified by its
principal  financial  or  accounting officer; (ii) within ninety (90) days after
the  close of each fiscal year, its balance sheet as of the close of such fiscal
year,  together  with  a  statement  of  income,  a  statement  of  changes  in
stockholders'  equity  and  a  statement of cash flow for such fiscal year, such
balance sheet, statement of income, statement of changes in stockholders' equity
and  statement of cash flow to be in reasonable detail and accompanied by a copy
of  the  certificate  or  report  thereon  of  independent  auditors  if audited
financial  statements  are  prepared; and (iii) a copy of all documents, reports
and  information  furnished to its stockholders at the time that such documents,
reports  and  information  are  furnished  to  its  stockholders.

     E.     To  comply  with  the  terms  of  the  Offering  Materials.

     F.     To ensure that any transactions between or among the Company, or any
of its officers, directors and affiliates be on terms and conditions that are no
less  favorable  to  the  Company,  than  the terms and conditions that would be
available  in  an  "arm's  length"  transaction with an independent third party.

     7.     Indemnification  and  Limitation  of  Liability.
            -----------------------------------------------

     A.     The  Company  hereby  agrees  that  it  will  indemnify and hold the
Placement  Agent  and  each  officer,  director,  shareholder,  employee  or
representative of the Placement Agent and each person controlling, controlled by
or  under  common control with the Placement Agent within the meaning of Section


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<PAGE>

15  of  the  1933  Act  or  Section  20  of  the 1934 Act or the SEC's Rules and
Regulations  promulgated thereunder (the "Rules and Regulations"), harmless from
                                          ---------------------
and  against  any  and  all  loss,  claim,  damage,  liability,  cost or expense
whatsoever (including, but not limited to, any and all reasonable legal fees and
other  expenses  and  disbursements  incurred  in connection with investigating,
preparing  to  defend or defending any action, suit or proceeding, including any
inquiry or investigation, commenced or threatened, or any claim whatsoever or in
appearing  or  preparing  for  appearance  as  a  witness in any action, suit or
proceeding,  including any inquiry, investigation or pretrial proceeding such as
a  deposition)  to  which  the Placement Agent or such indemnified person of the
Placement  Agent  may become subject under the 1933 Act, the 1934 Act, the Rules
and  Regulations, or any other federal or state law or regulation, common law or
otherwise,  arising  out  of  or  based upon (i) any untrue statement or alleged
untrue  statement  of  a  material  fact  contained  in  (a)  Section  4 of this
Agreement,  (b) the Offering Materials (except those written statements relating
to  the Placement Agent given by the Placement Agent for inclusion therein), (c)
any  application  or  other  document  or  written communication executed by the
Company  or based upon written information furnished by the Company filed in any
jurisdiction  in  order  to  qualify  the Common Stock under the securities laws
thereof,  or  any  state  securities  commission or agency; (ii) the omission or
alleged  omission from documents described in clauses (a), (b) or (c) above of a
material  fact required to be stated therein or necessary to make the statements
therein  not  misleading;  or  (iii) the breach of any representation, warranty,
covenant  or  agreement  made  by  the  Company  in this Agreement.  The Company
further  agrees  that  upon demand by an indemnified person, at any time or from
time  to  time, it will promptly reimburse such indemnified person for any loss,
claim,  damage,  liability,  cost or expense actually and reasonably paid by the
indemnified  person as to which the Company has indemnified such person pursuant
hereto.  Notwithstanding  the  foregoing  provisions of this Paragraph 7(A), any
such  payment or reimbursement by the Company of fees, expenses or disbursements
incurred by an indemnified person in any proceeding in which a final judgment by
a  court  of competent jurisdiction (after all appeals or the expiration of time
to  appeal)  is  entered  against the Placement Agent or such indemnified person
based upon specific finding of fact that the Placement Agent or such indemnified
person's  gross negligence or willful misfeasance will be promptly repaid to the
Company.

     B.     The  Placement  Agent  hereby agrees that it will indemnify and hold
the  Company and each officer, director, shareholder, employee or representative
of  the  Company,  and  each  person  controlling, controlled by or under common
control  with  the  Company  within the meaning of Section 15 of the 1933 Act or
Section  20  of  the  1934  Act  or the Rules and Regulations, harmless from and
against  any  and all loss, claim, damage, liability, cost or expense whatsoever
(including,  but  not  limited  to,  any and all reasonable legal fees and other
expenses  and disbursements incurred in connection with investigating, preparing
to  defend or defending any action, suit or proceeding, including any inquiry or
investigation,  commenced or threatened, or any claim whatsoever or in appearing
or  preparing  for  appearance  as  a witness in any action, suit or proceeding,
including  any  inquiry,  investigation  or  pretrial  proceeding  such  as  a
deposition)  to  which the Company or such indemnified person of the Company may
become  subject  under the 1933 Act, the 1934 Act, the Rules and Regulations, or
any  other  federal or state law or regulation, common law or otherwise, arising
out  of  or  based upon (i) the material breach of any representation, warranty,
covenant or agreement made by the Placement Agent in this Agreement, or (ii) any
false or misleading information provided to the Company in writing by one of the
Placement Agent's indemnified persons specifically for inclusion in the Offering
Materials.


                                      E-59
<PAGE>

     C.     The  Investor  hereby  agrees  that  it  will indemnify and hold the
Placement  Agent  and  each  officer,  director,  shareholder,  employee  or
representative  of  the Placement Agent, and each person controlling, controlled
by  or  under  common  control  with  the  Placement Agent within the meaning of
Section  15  of  the  1933  Act  or  Section 20 of the 1934 Act or the Rules and
Regulations,  harmless  from  and  against  any  and  all  loss,  claim, damage,
liability,  cost  or  expense whatsoever (including, but not limited to, any and
all  reasonable  legal  fees  and  other  expenses and disbursements incurred in
connection with investigating, preparing to defend or defending any action, suit
or  proceeding, including any inquiry or investigation, commenced or threatened,
or any claim whatsoever or in appearing or preparing for appearance as a witness
in  any  action,  suit  or  proceeding,  including any inquiry, investigation or
pretrial  proceeding  such as a deposition) to which the Placement Agent or such
indemnified person of the Placement Agent may become subject under the 1933 Act,
the  1934  Act,  the Rules and Regulations, or any other federal or state law or
regulation,  common  law  or  otherwise,  arising  out  of or based upon (i) the
conduct  of  the  Investor  or its officers, employees or representatives in its
acting  as  the  Investor  for  the  Offering,  (ii)  the material breach of any
representation,  warranty,  covenant  or  agreement  made by the Investor in the
Offering Materials, or (iii) any false or misleading information provided to the
Placement  Agent  by  one  of  the  Investor's  indemnified  persons.

     D.     The  Placement  Agent  hereby agrees that it will indemnify and hold
the Investor and each officer, director, shareholder, employee or representative
of  the  Investor,  and  each  person controlling, controlled by or under common
control  with  the  Investor within the meaning of Section 15 of the 1933 Act or
Section  20  of  the  1934  Act  or the Rules and Regulations, harmless from and
against  any  and all loss, claim, damage, liability, cost or expense whatsoever
(including,  but  not  limited  to,  any and all reasonable legal fees and other
expenses  and disbursements incurred in connection with investigating, preparing
to  defend or defending any action, suit or proceeding, including any inquiry or
investigation,  commenced or threatened, or any claim whatsoever or in appearing
or  preparing  for  appearance  as  a witness in any action, suit or proceeding,
including  any  inquiry,  investigation  or  pretrial  proceeding  such  as  a
deposition) to which the Investor or such indemnified person of the Investor may
become  subject  under the 1933 Act, the 1934 Act, the Rules and Regulations, or
any  other  federal or state law or regulation, common law or otherwise, arising
out  of  or  based  upon  the  material  breach of any representation, warranty,
covenant  or  agreement  made  by  the  Placement  Agent  in  this  Agreement.

     E.     Promptly  after  receipt  by  an  indemnified  party  of  notice  of
commencement  of  any action covered by Section 7(A), (B), (C) or (D), the party
to  be indemnified shall, within five (5) business days, notify the indemnifying
party  of the commencement thereof; the omission by one (1) indemnified party to
so notify the indemnifying party shall not relieve the indemnifying party of its
obligation  to  indemnify any other indemnified party that has given such notice
and  shall  not  relieve the indemnifying party of any liability outside of this
indemnification  if  not  materially  prejudiced thereby.  In the event that any
action  is brought against the indemnified party, the indemnifying party will be
entitled  to participate therein and, to the extent it may desire, to assume and
control  the  defense  thereof  with  counsel  chosen  by it which is reasonably
acceptable  to  the indemnified party.  After notice from the indemnifying party
to  such indemnified party of its election to so assume the defense thereof, the
indemnifying  party  will  not  be  liable  to such indemnified party under such
Section  7(A),  (B),  (C),  or  (D) for any legal or other expenses subsequently


                                      E-60
<PAGE>

incurred  by  such indemnified party in connection with the defense thereof, but
the  indemnified  party  may, at its own expense, participate in such defense by
counsel  chosen  by  it,  without,  however,  impairing the indemnifying party's
control  of  the  defense.  Subject  to  the  proviso  of  this  sentence  and
notwithstanding  any  other  statement  to  the  contrary  contained herein, the
indemnified  party  or  parties  shall have the right to choose its or their own
counsel  and  control  the  defense  of  any  action,  all at the expense of the
indemnifying  party  if  (i)  the  employment  of  such  counsel shall have been
authorized  in  writing by the indemnifying party in connection with the defense
of  such  action  at  the  expense  of  the  indemnifying  party,  or  (ii)  the
indemnifying  party  shall  not have employed counsel reasonably satisfactory to
such  indemnified  party  to  have charge of the defense of such action within a
reasonable  time  after  notice  of  commencement  of  the action, or (iii) such
indemnified  party  or parties shall have reasonably concluded that there may be
defenses available to it or them which are different from or additional to those
available  to  one  or  all  of  the  indemnifying  parties  (in  which case the
indemnifying  parties  shall  not  have  the right to direct the defense of such
action  on  behalf  of the indemnified party or parties), in any of which events
such  fees  and  expenses  of  one  additional  counsel  shall  be  borne by the
indemnifying party; provided, however, that the indemnifying party shall not, in
connection  with any one action or separate but substantially similar or related
actions  in the same jurisdiction arising out of the same general allegations or
circumstance,  be  liable  for the reasonable fees and expenses of more than one
separate  firm  of  attorneys  at any time for all such indemnified parties.  No
settlement  of  any  action  or proceeding against an indemnified party shall be
made  without  the  consent  of  the  indemnifying  party.

     F.     In  order  to  provide  for  just  and  equitable  contribution  in
circumstances  in which the indemnification provided for in Section 7(A) or 7(B)
is  due in accordance with its terms but is for any reason held by a court to be
unavailable  on  grounds  of  policy or otherwise, the Company and the Placement
Agent  shall contribute to the aggregate losses, claims, damages and liabilities
(including  legal  or  other expenses reasonably incurred in connection with the
investigation  or  defense of same) which the other may incur in such proportion
so  that  the  Placement  Agent  shall  be  responsible  for such percent of the
aggregate  of  such  losses,  claims, damages and liabilities as shall equal the
percentage  of  the  gross  proceeds paid to the Placement Agent and the Company
shall  be  responsible for the balance; provided, however, that no person guilty
of  fraudulent misrepresentation within the meaning of Section 11(f) of the 1933
Act shall be entitled to contribution from any person who was not guilty of such
fraudulent  misrepresentation.  For  purposes  of  this Section 7(F), any person
controlling,  controlled by or under common control with the Placement Agent, or
any  partner,  director,  officer,  employee, representative or any agent of any
thereof,  shall  have the same rights to contribution as the Placement Agent and
each  person controlling, controlled by or under common control with the Company
within  the  meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
and  each officer of the Company and each director of the Company shall have the
same  rights to contribution as the Company.  Any party entitled to contribution
will,  promptly  after  receipt of notice of commencement of any action, suit or
proceeding  against  such party in respect of which a claim for contribution may
be  made against the other party under this Section 7(D), notify such party from
whom  contribution may be sought, but the omission to so notify such party shall
not  relieve  the party from whom contribution may be sought from any obligation
they  may have hereunder or otherwise if the party from whom contribution may be
sought  is  not  materially  prejudiced  thereby.


                                      E-61
<PAGE>

     G.     The  indemnity and contribution agreements contained in this Section
7  shall  remain  operative  and  in  full  force  and  effect regardless of any
investigation  made by or on behalf of any indemnified person or any termination
of  this  Agreement.

     H.     The  Company  hereby waives, to the fullest extent permitted by law,
any right to or claim of any punitive, exemplary, incidental, indirect, special,
consequential  or other damages (including, without limitation, loss of profits)
against the Placement Agent and each officer, director, shareholder, employee or
representative of the placement agent and each person controlling, controlled by
or  under  common control with the Placement Agent within the meaning of Section
15  of  the  1933 Act or Section 20 of the 1934 Act or the Rules and Regulations
arising  out  of  any cause whatsoever (whether such cause be based in contract,
negligence,  strict  liability,  other  tort  or  otherwise).  Notwithstanding
anything  to  the  contrary  contained  herein,  the  aggregate liability of the
Placement  Agent  and  each  officer,  director,  shareholder,  employee  or
representative of the Placement Agent and each person controlling, controlled by
or  under  common control with the Placement Agent within the meaning of Section
15  of  the  1933 Act or Section 20 of the 1934 Act or the Rules and Regulations
shall  not  exceed  the compensation received by the Placement Agent pursuant to
Section  2  hereof.  This  limitation of liability shall apply regardless of the
cause  of  action,  whether  contract,  tort  (including,  without  limitation,
negligence)  or  breach  of  statute or any other legal or equitable obligation.

     8.     Payment  of  Expenses.
            ---------------------

     The  Company  hereby  agrees to bear all of the expenses in connection with
the Offering, including, but not limited to the following: filing fees, printing
and duplicating costs, advertisements, postage and mailing expenses with respect
to  the  transmission  of Offering Materials, registrar and transfer agent fees,
escrow  agent  fees and expenses, fees of the Company's counsel and accountants,
issue  and  transfer  taxes,  if  any.

     9.     Conditions  of  Closing.
            -----------------------

     The  Closing  shall  be held at the offices of the Investor or its counsel.
The  obligations  of  the  Placement  Agent  hereunder  shall  be subject to the
continuing accuracy of the representations and warranties of the Company and the
Investor  herein  as  of  the  date  hereof  and  as of the Date of Closing (the
"Closing Date") with respect to the Company or the Investor, as the case may be,
--------------
as if it had been made on and as of such Closing Date; the accuracy on and as of
the  Closing Date of the statements of the officers of the Company made pursuant
to the provisions hereof; and the performance by the Company and the Investor on
and as of the Closing Date of its covenants and obligations hereunder and to the
following  further  conditions:

     A.     Upon  the  effectiveness  of  a  registration statement covering the
Standby  Equity  Distribution  Agreement,  the  Investor and the Placement Agent
shall  receive  the  opinion  of  Counsel  to  the Company, dated as of the date
thereof, which opinion shall be in form and substance reasonably satisfactory to
the  Investor,  their  counsel  and  the  Placement  Agent.

     B.     At  or  prior  to  the Closing, the Investor and the Placement Agent
shall  have  been  furnished such documents, certificates and opinions as it may
reasonably  require  for the purpose of enabling them to review or pass upon the
matters referred to in this Agreement and the Offering Materials, or in order to
evidence  the  accuracy,  completeness  or  satisfaction  of  any  of  the
representations,  warranties  or  conditions  herein  contained.


                                      E-62
<PAGE>

     C.     At  and  prior to the Closing, (i) there shall have been no material
adverse  change  nor development involving a prospective change in the condition
or  prospects or the business activities, financial or otherwise, of the Company
from  the  latest  dates as of which such condition is set forth in the Offering
Materials; (ii) there shall have been no transaction, not in the ordinary course
of  business  except  the  transactions  pursuant  to  the  Securities  Purchase
Agreement  entered  into  by  the  Company on the date hereof which has not been
disclosed  in the Offering Materials or to the Placement Agent in writing; (iii)
except  as  set  forth  in  the  Offering Materials, the Company shall not be in
default  under  any  provision  of  any  instrument  relating to any outstanding
indebtedness  for  which  a waiver or extension has not been otherwise received;
(iv)  except  as set forth in the Offering Materials, the Company shall not have
issued any securities (other than those to be issued as provided in the Offering
Materials)  or  declared  or  paid  any dividend or made any distribution of its
capital  stock  of  any  class  and  there shall not have been any change in the
indebtedness  (long  or short term) or liabilities or obligations of the Company
(contingent or otherwise)  and trade payable debt; (v) no material amount of the
assets  of the Company shall have been pledged or mortgaged, except as indicated
in  the  Offering Materials; and (v) no action, suit or proceeding, at law or in
equity,  against  the  Company  or affecting any of its properties or businesses
shall  be  pending  or  threatened  before  or  by any court or federal or state
commission,  board  or other administrative agency, domestic or foreign, wherein
an unfavorable decision, ruling or finding could materially adversely affect the
businesses, prospects or financial condition or income of the Company, except as
set  forth  in  the  Offering  Materials.

     D.     If  requested  at Closing the Investor and the Placement Agent shall
receive  a  certificate  of the Company signed by an executive officer and chief
financial  officer,  dated  as of the applicable Closing, to the effect that the
conditions  set forth in subparagraph (C) above have been satisfied and that, as
of the applicable closing, the representations and warranties of the Company set
forth  herein  are  true  and  correct.

     E.     The  Placement Agent shall have no obligation to insure that (x) any
check,  note,  draft  or  other  means  of  payment for the Common Stock will be
honored,  paid or enforceable against the Investor in accordance with its terms,
or  (y)  subject to the performance of the Placement Agent's obligations and the
accuracy  of the Placement Agent's representations and warranties hereunder, (1)
the Offering is exempt from the registration requirements of the 1933 Act or any
applicable  state "Blue Sky" law or (2) the  Investor is an Accredited Investor.

     10.     Termination.
             -----------

     This Agreement shall be co-terminus with, and terminate upon the same terms
and conditions as those set forth in, the Standby Equity Distribution Agreement.
The  rights  of  the  Investor  and  the  obligations  of  the Company under the
Registration  Rights  Agreement,  and  the rights of the Placement Agent and the
obligations  of  the  Company  shall  survive  the termination of this Agreement
unabridged.


                                      E-63
<PAGE>

     11.     Miscellaneous.
             -------------

     A.     This  Agreement  may be executed in any number of counterparts, each
of  which shall be deemed to be an original, but all which shall be deemed to be
one  and  the  same  instrument.

     B.     Any  notice  required  or  permitted  to be given hereunder shall be
given  in  writing  and  shall  be deemed effective when deposited in the United
States  mail, postage prepaid, or when received if personally delivered or faxed
(upon  confirmation  of  receipt  received  by  the sending party), addressed as
follows  to  such other address of which written notice is given to the others):
If  to  Placement  Agent,  to:     Newbridge  Securities  Corporation
                                   1451  Cypress  Creek  Road,  Suite  204
                                   Fort  Lauderdale,  Florida  33309
                                   Attention:  Doug  Aguililla
                                   Telephone:  (954)  334-3450
                                   Facsimile:  (954)  229-9937

If  to  the  Company,  to:         NS8  Corporation
                                   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

If  to  the  Investor:             Cornell  Capital  Partners,  LP
                                   101  Hudson  Street  -  Suite  3700
                                   Jersey  City,  New  Jersey  07302
                                   Attention:  Mark  A.  Angelo
                                   Portfolio  Manager
                                   Telephone:  (201)  985-8300
                                   Facsimile:  (201)  985-8266


                                      E-64
<PAGE>

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

     C.     This  Agreement  shall  be governed by and construed in all respects
under  the  laws  of the State of Delaware, without reference to its conflict of
laws  rules  or  principles.  Any suit, action, proceeding or litigation arising
out  of  or  relating  to this Agreement shall be brought and prosecuted in such
federal  or  state  court  or  courts  located within the State of New Jersey as
provided  by law.  The parties hereby irrevocably and unconditionally consent to
the  jurisdiction  of  each such court or courts located within the State of New
Jersey and to service of process by registered or certified mail, return receipt
requested,  or  by  any  other  manner  provided  by  applicable law, and hereby
irrevocably  and unconditionally waive any right to claim that any suit, action,
proceeding  or  litigation  so  commenced  has been commenced in an inconvenient
forum.

     D.     This  Agreement  and  the other agreements referenced herein contain
the  entire  understanding between the parties hereto and may not be modified or
amended except by a writing duly signed by the party against whom enforcement of
the  modification  or  amendment  is  sought.

     E.     If  any  provision  of this Agreement shall be held to be invalid or
unenforceable,  such  invalidity  or unenforceability shall not affect any other
provision  of  this  Agreement.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      E-65
<PAGE>

     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  date  first  written  above.

                                                COMPANY:
                                                NS8  CORPORATION

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


                                                PLACEMENT  AGENT:
                                                NEWBRIDGE SECURITIES CORPORATION

                                                By:  /s/  Guy  S.  Amico
                                                     -------------------
                                                Name:  Guy  S.  Amico
                                                Title:  President


                                                INVESTOR:
                                                CORNELL  CAPITAL  PARTNERS,  LP

                                                BY:  YORKVILLE  ADVISORS,  LLC
                                                ITS:  GENERAL  PARTNER

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


                                      E-66
<PAGE>