EXHIBIT 10.17

THIS  SECURED  DEBENTURE,  AND  THE  SECURITIES  INTO  WHICH  IT  IS CONVERTIBLE
(COLLECTIVELY,  THE  "SECURITIES"),  HAVE  NOT  BEEN  REGISTERED WITH THE UNITED
                      ----------
STATES  SECURITIES  AND  EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
STATE.  THE  SECURITIES  ARE  BEING  OFFERED  PURSUANT  TO  A  SAFE  HARBOR FROM
REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE "ACT").  THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED OR
               ---                         ----------
SOLD  UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION
D  OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE
ACT  AND  THE  COMPANY  WILL  BE  PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH
INFORMATION  AS  IT  MAY  REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE
AVAILABLE.  FURTHER  HEDGING  TRANSACTIONS  INVOLVING  THE SECURITIES MAY NOT BE
MADE  EXCEPT  IN  COMPLIANCE  WITH  THE  ACT.


                                SECURED DEBENTURE
                                NS8  CORPORATION
                        5% SECURED CONVERTIBLE DEBENTURE
                                  MAY 19, 2004

No.  ___                                                                US$

     This  Secured  Debenture  (the "Debenture") is issued by NS8 Corporation, a
                                     ---------
Delaware  corporation (the "Company"), to ____________________________ (together
                            -------
with  its permitted successors and assigns, the "Holder") pursuant to exemptions
                                                 ------
from  registration  under  the  Securities  Act  of  1933,  as  amended.

                                   ARTICLE I.

     Section 1.01     PRINCIPAL AND INTEREST.  For value received, , the Company
                      ----------------------
hereby  promises  to  pay  on May ____ 2007 to the order of the Holder in lawful
money  of  the  United  States of America and in immediately available funds the
principal  sum  of  ______________  U.S.  Dollars  (US$_________), together with
interest  on  the unpaid principal of this Debenture at the rate of five percent
(5%)  per  year  (computed  on  the  basis of a 365-day year and the actual days
elapsed)  from  the date of this Debenture until paid.  At the Company's option,
the entire principal amount and all accrued interest shall be either (a) paid to
the  Holder  on  the  third  (3rd)  year anniversary from the date hereof or (b)
converted  in  accordance with Section 1.02 herein provided, however, that in no
event  shall  the  Holder  be entitled to convert this Debenture for a number of
shares of Common Stock in excess of that number of shares of Common Stock which,
upon  giving  effect  to  such  conversion,  would cause the aggregate number of


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shares  of  Common  Stock beneficially owned by the Holder and its affiliates to
exceed  4.99%  of  the  outstanding  shares  of  the Common Stock following such
conversion.

     Section  1.02     OPTIONAL  CONVERSION.  The  Holder  is  entitled,  at its
                       --------------------
option, to convert, and sell on the same day, at any time and from time to time,
until payment in full of this Debenture, all or any part of the principal amount
of  the  Debenture, plus accrued interest, into shares (the "Conversion Shares")
                                                             -----------------
of the Company's common stock, par value US$0.001 per share ("Common Stock"), at
                                                              ------------
the  price  per  share  (the  "Conversion  Price") equal to the lesser of (a) an
                               -----------------
amount  equal  to  one hundred twenty percent (120%) of the closing bid price of
the  Common Stock as listed on a Principal Market (as defined herein), as quoted
by  Bloomberg  L.P.  (the  "Closing Bid Price") as of the date hereof, or (b) an
                            -----------------
amount  equal  to  eighty  percent  (80%) of the lowest closing bid price of the
Company's  Common  Stock,  as quoted by Bloomberg, LP (the "Closing Bid Price"),
                                                            -----------------
for  the  five  (5)  trading  days immediately preceding the Conversion Date (as
defined  herein).  Subparagraphs  (a) and (b) above are individually referred to
as  a  "Conversion  Price".  As  used  herein, "Principal Market" shall mean The
        -----------------                       ----------------
National  Association  of  Securities  Dealers  Inc.'s Over-The-Counter Bulletin
Board,  Nasdaq SmallCap Market, or American Stock Exchange.  If the Common Stock
is  not  traded  on  a  Principal  Market, the Closing Bid Price shall mean, the
reported  Closing  Bid  Price for the Common Stock, as furnished by the National
Association  of  Securities  Dealers,  Inc.,  for  the  applicable  periods.  No
fraction  of  shares or scrip representing fractions of shares will be issued on
conversion,  but  the  number of shares issuable shall be rounded to the nearest
whole share.  To convert this Debenture, the Holder hereof shall deliver written
notice thereof, substantially in the form of Exhibit "A" to this Debenture, with
appropriate  insertions (the "Conversion Notice"), to the Company at its address
                              -----------------
as set forth herein.  The date upon which the conversion shall be effective (the
"Conversion  Date")  shall  be deemed to be the date set forth in the Conversion
 ----------------
Notice.

     Section  1.03     RESERVATION  OF  COMMON STOCK.  The Company shall reserve
                       -----------------------------
and  keep  available  out of its authorized but unissued shares of Common Stock,
solely  for  the  purpose  of  effecting  the conversion of this Debenture, such
number  of  shares  of  Common Stock as shall from time to time be sufficient to
effect  such  conversion,  based  upon the Conversion Price.  If at any time the
Company  does  not  have a sufficient number of Conversion Shares authorized and
available,  then  the  Company  shall  call  and  hold  a special meeting of its
stockholders  within  sixty  (60)  days  of  that  time  for the sole purpose of
increasing  the  number  of  authorized  shares  of  Common  Stock.

     Section 1.04     RIGHT OF REDEMPTION.  The Company at its option shall have
                      -------------------
the  right  to  redeem, with three (3) business days advance written notice (the
"Redemption  Notice"),  a portion or all outstanding convertible debenture.  The
 ------------------
redemption  price  shall  be  one  hundred  twenty  percent (120%) of the amount
redeemed  plus  accrued  interest.

     In  the event the Company exercises a redemption of either all or a portion
the  Convertible Debenture, the Holder shall receive a warrant to purchase fifty
thousand  (50,000)  shares  of  the Company's Common Stock for every One Hundred
Thousand  U.S.  Dollars  (US$100,000)  redeemed,  pro  rata  (the  "Warrant")
                                                                    -------
substantially  in the form attached hereto as Exhibit "B".  The Warrant shall be
exercisable  on  a "cash basis" and have an exercise price of one hundred twenty


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percent  (120%)  of  the  Closing Bid Price of the Company's Common Stock on the
Closing  Date.  The  Warrant  shall  have  "piggy-back"  and demand registration
rights  and  shall  survive  for  two  (2)  years  from  the  Closing  Date.

     Section 1.05     REGISTRATION RIGHTS.  The Company is obligated to register
                      -------------------
the  resale  of  the  Conversion  Shares  under  the  Securities Act of 1933, as
amended,  pursuant  to the terms of a Registration Rights Agreement, between the
Company  and the Holder of even date herewith (the "Investor Registration Rights
                                                    ----------------------------
Agreement").
---------

     Section  1.06     INTEREST  PAYMENTS.  The interest so payable will be paid
                       ------------------
at the time of maturity or conversion to the person in whose name this Debenture
is  registered.  At  the time such interest is payable, the Company, in its sole
discretion,  may  elect  to  pay  the  interest  in  cash  (via wire transfer or
certified  funds)  or  in the form of Common Stock.  In the event of default, as
described  in  Article III Section 3.01 hereunder, the Holder may elect that the
interest  be  paid in cash (via wire transfer or certified funds) or in the form
of Common Stock.  If paid in the form of Common Stock, the amount of stock to be
issued  will  be  calculated  as  follows:  the  value of the stock shall be the
Closing  Bid Price on:  (i) the date the interest payment is due; or (ii) if the
interest payment is not made when due, the date the interest payment is made.  A
number  of  shares  of Common Stock with a value equal to the amount of interest
due  shall  be  issued.  No  fractional shares will be issued; therefore, in the
event  that  the  value  of  the Common Stock per share does not equal the total
interest  due,  the  Company  will  pay  the  balance  in  cash.

     Section  1.07     PAYING  AGENT AND REGISTRAR.  Initially, the Company will
                       ---------------------------
act  as  paying  agent  and registrar.  The Company may change any paying agent,
registrar,  or  Company-registrar  by  giving  the Holder not less than ten (10)
business  days'  written  notice  of its election to do so, specifying the name,
address, telephone number and facsimile number of the paying agent or registrar.
The  Company  may  act  in  any  such  capacity.

     Section 1.08     SECURED NATURE OF DEBENTURE.  This Debenture is secured by
                      ---------------------------
all  of  the assets and property of the Company as set forth on Exhibit A to the
Security Agreement dated the date hereof between the Company and the Holder (the
"Security  Agreement").  As  set  forth  in  the  Security  Agreement,  Holder's
 -------------------
security  interest shall terminate upon the occurrence of an Expiration Event as
 ------
defined  in  the  Security  Agreement.

                                   ARTICLE II.

     Section  2.01     AMENDMENTS  AND WAIVER OF DEFAULT.  The Debenture may not
                       ---------------------------------
be  amended.  Notwithstanding  the above, without the consent of the Holder, the
Debenture  may  be amended to cure any ambiguity, defect or inconsistency, or to
provide  for  assumption  of  the  Company  obligations  to  the  Holder.

                                  ARTICLE III.

     Section  3.01     EVENTS  OF  DEFAULT.  An  Event  of Default is defined as
                       -------------------
follows:  (a) failure by the Company to pay amounts due hereunder within fifteen
(15)  days of the date of maturity of this Debenture; (b) failure by the Company
to comply with the terms of the Irrevocable Transfer Agent Instructions attached
to  the  Securities  Purchase  Agreement;  (c) failure by the Company's transfer


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agent  to issue freely tradeable Common Stock to the Holder within five (5) days
of  the  Company's receipt of the attached Notice of Conversion from Holder; (d)
failure  by  the Company for ten (10) days after notice to it to comply with any
of  its  other  agreements  in  the  Debenture;  (e)  events  of  bankruptcy  or
insolvency;  (f) a breach by the Company of its obligations under the Securities
Purchase  Agreement  or  the Investor Registration Rights Agreement which is not
cured  by  the  Company  within  ten  (10)  days after receipt of written notice
thereof.  Upon  the  occurrence  of  an Event of Default, the Holder may, in its
sole  discretion,  accelerate  full  repayment of all debentures outstanding and
accrued  interest  thereon  or may, notwithstanding any limitations contained in
this  Debenture  and/or  the Securities Purchase Agreement dated the date hereof
between the Company and Cornell Capital Partners, L.P. (the "Securities Purchase
                                                             -------------------
Agreement"),  convert  all  debentures  outstanding and accrued interest thereon
---------
into  shares  of  Common  Stock  pursuant  to  Section  1.02  herein.

     Section  3.02     FAILURE  TO ISSUE UNRESTRICTED COMMON STOCK. As indicated
                       -------------------------------------------
in  Article  III  Section 3.01, a breach by the Company of its obligations under
the  Investor Registration Rights Agreement shall be deemed an Event of Default,
which  if not cured within ten (10) days, shall entitle the Holder to accelerate
full  repayment  of  all debentures outstanding and accrued interest thereon or,
notwithstanding  any  limitations  contained  in  this  Debenture  and/or  the
Securities Purchase Agreement, to convert all debentures outstanding and accrued
interest  thereon  into  shares of Common Stock pursuant to Section 1.02 herein.
The  Company  acknowledges  that  failure  to honor a Notice of Conversion shall
cause  irreparable  harm  to  the  Holder.

                                   ARTICLE IV.

     Section  4.01     RIGHTS AND TERMS OF CONVERSION.  This Debenture, in whole
                       ------------------------------
or  in part, may be converted at any time following the date hereof, into shares
of Common Stock at a price equal to the Conversion Price as described in Section
1.02  above.

     Section  4.02     RE-ISSUANCE  OF  DEBENTURE.  When  the  Holder  elects to
                       --------------------------
convert  a part of the Debenture, then the Company shall reissue a new Debenture
in  the  same  form  as  this  Debenture  to  reflect  the new principal amount.

     Section  4.03     TERMINATION  OF CONVERSION RIGHTS.  The Holder's right to
                       ---------------------------------
convert  the  Debenture  into the Common Stock in accordance with paragraph 4.01
shall  terminate  on the date that is the third (3rd)  year anniversary from the
date  hereof and this Debenture shall be automatically converted on that date in
accordance  with  the  formula  set  forth  in  Section  4.01  hereof,  and  the
appropriate shares of Common Stock and amount of interest shall be issued to the
Holder.

                                   ARTICLE V.

     Section 5.01     ANTI-DILUTION.  In the event that the Company shall at any
                      -------------
time  subdivide  the  outstanding shares of Common Stock, or shall issue a stock
dividend  on  the  outstanding  Common  Stock,  the  Conversion  Price in effect
immediately  prior to such subdivision or the issuance of such dividend shall be
proportionately  decreased,  and in the event that the Company shall at any time
combine  the  outstanding shares of Common Stock, the Conversion Price in effect
immediately  prior  to  such  combination  shall  be  proportionately increased,
effective  at the close of business on the date of such subdivision, dividend or
combination  as  the  case  may  be.


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     Section 5.02     CONSENT  OF HOLDER TO SELL CAPITAL STOCK OR GRANT SECURITY
                      ----------------------------------------------------------
INTERESTS.  Except  for the Standby Equity Distribution Agreement dated the date
---------
hereof  between  the Company and Cornell Capital Partners, LP, so long as any of
the  principal  of or interest on this Debenture remains unpaid and unconverted,
the  Company  shall  not, without the prior consent of the Holder, issue or sell
(i)  any  Common  Stock  or  Preferred  Stock  without  consideration  or  for a
consideration  per  share less than its fair market value determined immediately
prior  to its issuance, (ii) issue or sell any Preferred Stock, warrant, option,
right,  contract,  call,  or  other  security  or instrument granting the holder
thereof  the  right  to  acquire  Common  Stock  without  consideration or for a
consideration  per  share  less  than  such  Common  Stock's  fair  market value
determined  immediately  prior  to  its  issuance, (iii) enter into any security
instrument  granting  the holder a security interest in any of the assets of the
Company,  or  (iv)  file  any  registration  statement  on  Form  S-8.

                                   ARTICLE VI.

     Section 6.01     NOTICE.  Notices regarding this Debenture shall be sent to
                      ------
the  parties  at  the  following  addresses,  unless  a party notifies the other
parties,  in  writing,  of  a  change  of  address:
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  Holder:           Cornell  Capital  Partners,  LP
                               101  Hudson  Street,  Suite  3606
                               Jersey  City,  NJ  07303
                               Telephone:  (201)  985-8300
                               Facsimile:  (201)  985-8266


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With  a  copy  to:             Butler  Gonzalez  LLP
                               1416  Morris  Avenue,  Suite  207
                               Union,  NJ  07083
                               Attention:  David  Gonzalez,  Esq.
                               Telephone:  (908)  810-8588
                               Facsimile:  (908)  810-0973


     Section  6.02     GOVERNING LAW.  This Debenture shall be deemed to be made
                       -------------
under  and  shall  be  construed  in  accordance  with  the laws of the State of
Delaware  without  giving  effect to the principals of conflict of laws thereof.
Each  of  the  parties  consents  to the jurisdiction of the U.S. District Court
sitting  in  the  District of the State of New Jersey or the state courts of the
State  of New Jersey sitting in Hudson County, New Jersey in connection with any
dispute  arising  under  this Debenture and hereby waives, to the maximum extent
permitted  by  law,  any  objection,  including any objection based on forum non
                                                                       ----- ---
conveniens  to  the  bringing  of  any  such  proceeding  in such jurisdictions.
    ------

     Section  6.03     SEVERABILITY.  The invalidity of any of the provisions of
                       ------------
this  Debenture  shall  not  invalidate  or  otherwise  affect  any of the other
provisions  of  this  Debenture,  which  shall  remain in full force and effect.

     Section  6.04     ENTIRE  AGREEMENT  AND  AMENDMENTS.  This  Debenture
                       ----------------------------------
represents  the  entire agreement between the parties hereto with respect to the
subject  matter  hereof  and  there  are  no  representations,  warranties  or
commitments,  except as set forth herein.  This Debenture may be amended only by
an  instrument  in  writing  executed  by  the  parties  hereto.

     Section  6.05     COUNTERPARTS.  This Debenture may be executed in multiple
                       ------------
counterparts,  each  of  which  shall  be an original, but all of which shall be
deemed  to  constitute  on  instrument.

     IN WITNESS WHEREOF, with the intent to be legally bound hereby, the Company
as  executed  this  Debenture  as  of  the  date  first  written  above.

                                                        NS8   CORPORATION

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


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