EXHIBIT 10.19

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

     THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of May
                                  ---------
19,  2004  NS8 CORPORATION, a Delaware corporation (the "Company"); the Buyer(s)
                                                         -------
listed  on  the  Securities  Purchase  Agreement,  dated  the  date hereof (also
referred  to  as  the  "Investor(s)"), and BUTLER GONZALEZ, LLP, as Escrow Agent
                        -----------
hereunder  (the  "Escrow  Agent").
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                                   BACKGROUND
                                   ----------

     WHEREAS,  the  Company  and  the Investor(s) have entered into a Securities
Purchase  Agreement  (the "Securities Purchase Agreement"), dated as of the date
                           -----------------------------
hereof,  pursuant  to  which  the  Company  proposes to sell secured convertible
debentures  (the  "Convertible  Debentures") which shall be convertible into 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
Securities  Purchase Agreement.  The Securities Purchase Agreement provides that
the Investor(s) shall deposit the purchase amount in a segregated escrow account
to  be held by Escrow Agent in order to effectuate a disbursement to the Company
at  a  closing to be held as set forth in the Securities Purchase Agreement (the
"Closing").
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WHEREAS,  the  Company  intends to sell Convertible Securities (the "Offering").
                                                                     --------

WHEREAS,  Escrow  Agent  has  agreed  to  accept,  hold,  and disburse the funds
deposited  with  it  in  accordance  with  the  terms  of  this  Agreement.

WHEREAS,  in order to establish the escrow of funds and to effect the provisions
of  the Securities Purchase 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  funds deposited with Escrow Agent
             -------------
pursuant  to  this  Agreement.

     b.     "Joint Written Direction" shall mean a written direction executed by
             -----------------------
the  Investor(s)  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.

     c.     "Escrow  Period"  shall  begin with the commencement of the Offering
             --------------
and  shall  terminate  upon  the  earlier  to  occur  of  the  following  dates:

     (i)     The  date  upon which Escrow Agent confirms that it has received in
the  Escrow  Account  all  of  the  proceeds  of  the  sale  of  the Convertible
Debentures;


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     (ii)     The  expiration  of twenty (20) days from the date of commencement
of the Offering (unless extended by mutual written agreement between the Company
and  the  Investor(s)  with  a  copy  of  such  extension  to  Escrow Agent); or

     (iii)     The  date  upon  which a determination is made by the Company and
the  Investor(s)  to  terminate  the  Offering  prior  to  the  sale  of all the
Convertible  Debentures.

     During  the  Escrow  Period, the Company and the Investor(s) are aware that
they are not entitled to any funds received into escrow and no amounts deposited
in  the  Escrow  Account  shall  become  the  property  of  the  Company  or the
Investor(s)  or  any  other entity, or be subject to the debts of the Company or
the  Investor(s)  or  any  other  entity.

     2.     APPOINTMENT  OF AND ACCEPTANCE BY ESCROW AGENT.  The Investor(s) 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.

     a.     The  Company hereby acknowledges that the Escrow Agent is counsel to
the  Investor(s)  in  connection with the transactions contemplated and referred
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  referred herein, the Escrow Agent
shall be permitted to continue to represent the Investor(s) and the Company will
not  seek  to  disqualify  such  counsel.

     3.     CREATION  OF  ESCROW  FUNDS.  On  or  prior  to  the  date  of  the
            ---------------------------
commencement of the Offering, the parties shall establish an escrow account with
the  Escrow  Agent,  which  escrow  account  shall  be entitled as follows:  NS8
Corporation/Cornell  Capital  Partners, LP Escrow Account for the deposit of the
Escrow  Funds.  The  Investor(s)  will instruct subscribers to 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

     4.     DEPOSITS  INTO THE ESCROW ACCOUNT.  The Investor(s) agrees that they
            ---------------------------------
shall  promptly  deliver  funds for the payment of the Convertible Debentures to
Escrow  Agent  for  deposit  in  the  Escrow  Account.


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     5.     DISBURSEMENTS  FROM  THE  ESCROW  ACCOUNT.
            -----------------------------------------

     a.     The  Escrow  Agent  will  continue  to hold such funds until Cornell
Capital  Partners,  LP  on behalf of the Investor(s) and Company execute a Joint
Written  Direction  directing  the  Escrow  Agent  to  disburse the Escrow Funds
pursuant  to  Joint Written Direction signed by the Company and the Investor(s).
In  disbursing  such  funds,  Escrow Agent is authorized to rely upon such Joint
Written  Direction  from  the  Company  and  the  Investor(s) and may accept any
signatory  from  the  Company listed on the signature page to this Agreement and
any  signature  from  the Investor(s) that the Escrow Agent already has on file.

     b.     In  the event Escrow Agent does not receive the amount of the Escrow
Funds  from  the  Investor(s),  Escrow  Agent  shall  notify the Company and the
Investor(s).  Upon  receipt  of  payment  instructions  from the Company, Escrow
Agent  shall refund to each subscriber without interest the amount received from
each Investor(s), without deduction, penalty, or expense to the subscriber.  The
purchase  money  returned  to each subscriber shall be free and clear of any and
all  claims  of  the  Company,  the  Investor(s)  or  any  of  their  creditors.

     c.     In  the  event  Escrow  Agent  does receive the amount of the Escrow
Funds  prior  to  expiration  of  the Escrow Period, in no event will the Escrow
Funds  be  released to the Company until such amount is received by Escrow Agent
in  collected  funds. For purposes of this Agreement, the term "collected funds"
shall  mean all funds received by Escrow Agent which have cleared normal banking
channels  and  are  in  the  form  of  cash.

     6.     COLLECTION  PROCEDURE.  Escrow Agent is hereby authorized to deposit
            ---------------------
the  proceeds  of  each  wire  in  the  Escrow  Account.

     7.     SUSPENSION OF PERFORMANCE: DISBURSEMENT INTO COURT.  If at any time,
            --------------------------------------------------
there  shall  exist  any  dispute  between  the Company and the Investor(s) with
respect  to  holding  or  disposition  of any portion of the Escrow Funds 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:

     a.     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

     b.     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


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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.

     c.     Escrow  Agent  shall  have  no  liability  to  the  Company,  the
Investor(s), 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.  Escrow Agent shall deposit the Escrow
            ----------------------------
Funds  in  a  non-interest  bearing  account.

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

     9.     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(s) and the Company
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.

     10.     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


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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 herein, 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 Purchase Agreement, or to appear in, prosecute
or  defend  any such legal action or proceeding.  Escrow Agent may consult legal
counsel  selected  by  it  in  any  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(s) jointly and severally shall promptly
pay,  upon  demand,  the  reasonable  fees  and  expenses  of  any such counsel.

     b.     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 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 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, 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 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.

     11.     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


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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 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(s) hereunder in writing, and the Investor(s)
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(s) and/or the Company shall be required to pay such fees and expense if
(a)  the  Investor(s) or the Company agree to pay such fees and expenses, or (b)
the  Investor(s)  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(s)  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  the Indemnified Party, the Company and/or the Investor(s) and the
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(s).  The Investor(s) 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(s) pursuant to the foregoing
sentence  shall  be  paid  from time to time 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.

     The parties agree that neither payment by the Company or the Investor(s) of
any  claim  by  Escrow  Agent for indemnification hereunder shall impair, limit,
modify,  or  affect,  as between the Investor(s) and the Company, the respective
rights  and obligations of Investor(s), on the one hand, and the Company, on the
other  hand.

     12.     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.  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.

     13.     WARRANTIES.
             ----------

     a.     The  Investor(s)  makes the following representations and warranties
to  Escrow  Agent:


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     (i)     The Investor(s) 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(s), including any necessary approval of the limited partner of the
Investor(s) or necessary corporate approval, as applicable, has been executed by
duly  authorized officers of the Investor(s), enforceable in accordance with its
terms.

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

     (iv)     Mark  Angelo  has been duly appointed to act as the representative
of  the  Investor(s)  hereunder  and  has  full  power and authority to execute,
deliver,  and  perform  this  Escrow 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)'s representative under
this Agreement, all without further consent or direction form, or notice to, the
Investor(s)  or  any  other  party.

     (v)     No  party  other than the parties hereto and the Investor(s)s 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(s)
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.

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

     (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
Agreement  is  in accordance with the Securities Purchase Agreement and will not
violate,  conflict  with,  or  cause  a  default  under  the  certificate  of
incorporation  (or  articles  of  incorporation, as applicable) 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


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subject,  or  any  agreement, contract, indenture, or other binding arrangement,
including  without limitation to the Securities Purchase Agreement, to which the
Company  is  a  party.

     (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 and the Investor(s)s 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 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.

     14.     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.

     15.     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 mails, by certified mail with return
receipt  requested  and  postage prepaid, when delivered personally, one (1) day
delivered  to  any  overnight  courier,  or  when  transmitted  by  facsimile
transmission  and  upon confirmation of receipt and addressed to the party to be
notified  as  follows:
If  to  Investor(s),  to:     Cornell  Capital  Partners,  LP
                              101  Hudson  Street  -  Suite  3700
                              Jersey  City,  NJ  07302
                              Attention:  Mark  Angelo
                                 Portfolio  Manager
                              Telephone:  (201)  985-8300
                              Facsimile:   (201)  985-8266


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

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

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

     16.     AMENDMENTS  OR  WAIVER.  This  Agreement  may  be  changed, waived,
             ----------------------
discharged  or  terminated  only  by a writing signed by the parties hereto.  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.

     17.     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
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

     18.     GOVERNING  LAW.  This  Agreement shall be construed and interpreted
             --------------
in  accordance  with the internal laws of the State of ___ without giving effect
to  the  conflict  of  laws  principles  thereof.

     19.     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.

     20.     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


                                      E-121
<PAGE>

enforceable  by the respective heirs, successors and assigns of the Investor(s),
the  Company,  or  the  Escrow  Agent.

     21.     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.

     22.     TERMINATION.  Upon  the  first  to occur of the disbursement of all
             -----------
amounts  in  the  Escrow  Funds  pursuant  to  Joint  Written  Directions or the
disbursement of all amounts in the Escrow Funds 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.

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                                      E-122
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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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