EXHIBIT 10.23

THIS  WARRANT  IS  NON-TRANSFERABLE.  THIS WARRANT AND THE SECURITIES ACQUIRABLE
UPON  EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE.  SECURITIES ACQUIRABLE
UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED
OF  EXCEPT  PURSUANT  TO  AN  EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM
REGISTRATION  UNDER  THE FOREGOING LAWS.  ACCORDINGLY, THE SECURITIES ACQUIRABLE
UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED
OF  WITHOUT  (I)  AN  OPINION  OF  COUNSEL OR OTHER EVIDENCE SATISFACTORY TO NS8
CORPORATION  THAT  SUCH SALE, TRANSFER OR OTHER DISPOSITION MAY LAWFULLY BE MADE
WITHOUT  REGISTRATION  UNDER  THE  SECURITIES  ACT  OF 1933 AND APPLICABLE STATE
SECURITIES  LAWS  OR  (II)  SUCH  REGISTRATION.

                          [NS8 LOGO - GRAPHIC OMITED]
                            NON-TRANSFERABLE WARRANT
                                   TO PURCHASE
                             SHARES OF COMMON STOCK

For  value  received,  MAXIMUM  VENTURES,  INC.,  its  successors  or  assigns
("Holder"),  is  entitled  to  purchase  from  NS8  Corporation,  a  Delaware
corporation,  at  Two  Union  Square,  601  Union  Street,  Suite  4200, Seattle
Washington,  USA  98101  (the  "Company"),  up  to  5,439,501  fully  paid  and
nonassessable  shares  of  the  Company's Common Stock or such greater or lesser
number  of  such  shares  as  may be determined by application of the adjustment
provisions of Section 3 of this warrant, at the price of US$2.00 per share until
5:00  p.m.  Seattle,  Washington  time  on  May  18, 2006 (the "warrant exercise
price").

     This  warrant  is  subject  to  the  following  terms  and  conditions:

     1.     Exercise.  The  rights  represented by this warrant may be exercised
            --------
by  the  Holder, in whole or in part, by written election, in the form set forth
below,  by  (i) the surrender of this warrant (properly endorsed if required) at
the principal office of the Company, (ii) payment to it by cash, certified check
or  bank  draft of the warrant exercise price for the shares to be purchased and
(iii)  delivery  of  (A)  a  written  opinion  of  counsel  or  other  evidence
satisfactory  to  the  Company  to  the  effect that the warrants and the shares
issuable upon exercise of this warrant have been registered under the Securities
Act  of  1933, as amended (the "Securities Act") and applicable state securities
laws  or  are exempt from registration thereunder or (B) the representation that
at  the time this warrant is exercised by the original purchaser of this warrant
from  the  Company  such  Holder's  representations  and  warranties made to the
Company  in  the  Subscription Agreement remain true, accurate and correct as of
the  date  of exercise.  The shares so purchased shall be deemed to be issued as
of the close of business on the date on which this warrant has been exercised by
payment  to  the  Company  of  the warrant exercise price.  Certificates for the
shares  of  stock so purchased, bearing an appropriate restrictive legend, shall
be  delivered  to  Holder  within  15  days after the rights represented by this
warrant  shall  have  been so exercised, and, unless this warrant has expired, a
new  warrant  representing  the  number of shares, if any, with respect to which
this  warrant  has  not  been exercised shall also be delivered to Holder hereof
within  such  time.  No  fractional  shares shall be issued upon the exercise of
this  warrant.

     2.     Shares.  All  shares  of  Common  Stock  (the  "Shares") that may be
            ------
issued  upon  the exercise of the rights represented by this warrant shall, upon
issuance,  be  duly  authorized and issued, fully paid and nonassessable shares.
During  the  period  within  which the rights represented by this warrant may be
exercised,  the  Company shall at all times have authorized and reserved for the
purpose  of issue or transfer upon exercise of the subscription rights evidenced


                                      E-157
<PAGE>

by this warrant a sufficient number of shares of its Common Stock to provide for
the  exercise  of  the  rights  represented  by  this  warrant.

     The  Shares  to  be  issued  to  the  Holder  upon  exercise  of the rights
represented  by  this  warrant  shall  be  issued  pursuant to an exemption from
registration  under  the Securities Act and applicable securities law.  As such,
the  Shares  are  "restricted  securities" within the meaning of Rule 144 of the
Securities  Act,  and  the  share certificates representing the Shares are to be
legended  as  follows:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE  UNITED  STATES  SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").  THESE
SECURITIES  MAY  BE  OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO
THE  COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933
ACT  AND  IN  ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS (C) IN COMPLIANCE
WITH  THE  EXEMPTION  FROM  THE  REGISTRATION  REQUIREMENTS  UNDER  THE 1933 ACT
PROVIDED  BY  RULE  144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE
WITH  APPLICABLE  STATE  SECURITIES  LAWS, OR (D) IN A TRANSACTION THAT DOES NOT
REQUIRE  REGISTRATION  UNDER  THE  1933  ACT  OR  ANY  APPLICABLE STATE LAWS AND
REGULATIONS  GOVERNING  THE  OFFER  AND  SALE OF SECURITIES, AND THE HOLDER HAS,
PRIOR  TO  SUCH  SALE,  FURNISHED  TO  THE  COMPANY  AN  OPINION  OF COUNSEL, OF
RECOGNIZED  STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO
THE  COMPANY.  HEDGING  TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY
MAY  NOT  BE  CONDUCTED  UNLESS  IN  COMPLIANCE  WITH  THE  1933  ACT.

3.     Adjustment.  The  warrant  exercise  price shall be subject to adjustment
       ----------
from  time  to  time  as  hereinafter  provided  in  this  Section  3:

     (a)     If  the  Company  at any time divides the outstanding shares of its
Common Stock into a greater number of shares (whether pursuant to a stock split,
stock  dividend  or otherwise), and conversely, if the outstanding shares of its
Common  Stock are combined into a smaller number of shares, the warrant exercise
price  in  effect  immediately  prior  to  such division or combination shall be
proportionately  adjusted  to  reflect the reduction or increase in the value of
each  such  share  of  Common  Stock.

     (b)     If  any  capital  reorganization or reclassification of the capital
stock  of  the  Company,  or consolidation or merger of the Company with another
corporation,  or  the  sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of the Company's Common
Stock  shall  be entitled to receive stock, securities or assets with respect to
or  in  exchange  for  such  common  stock,  then,  as  a  condition  of  such
reorganization,  reclassification,  consolidation,  merger  or  sale, the Holder
shall  have  the right to purchase and receive upon the basis and upon the terms
and conditions specified in this warrant and in lieu of the shares of the common
stock of the Company immediately theretofore purchasable and receivable upon the
exercise  of  the  rights  represented  hereby,  such  shares  of  stock,  other
securities  or assets as would have been issued or delivered to Holder if Holder
had  exercised  this  warrant  and  had  received  such  shares  of common stock
immediately  prior  to  such  reorganization,  reclassification,  consolidation,
merger  or sale.  The Company shall not effect any such consolidation, merger or
sale  unless  prior  to  the  consummation thereof the successor corporation (if
other  than  the  Company)  resulting  from  such consolidation or merger or the
corporation  purchasing  such assets shall assume by written instrument executed
and mailed to Holder at the last address of Holder appearing on the books of the
Company  the obligation to deliver to Holder such shares of stock, securities or
assets  as,  in accordance with the foregoing provisions, Holder may be entitled
to  purchase.

     (c)     Upon  each  adjustment  of  the  warrant  exercise price,
Holder  shall  thereafter be entitled to purchase, at the warrant exercise price
resulting from such adjustment, the number of shares obtained by multiplying the
warrant  exercise  price  in  effect immediately prior to such adjustment by the
number  of  shares  purchasable  pursuant  hereto  immediately  prior  to  such
adjustment  and  dividing  the  product  thereof  by  the warrant exercise price
resulting  from  such  adjustment.


                                      E-158
<PAGE>

     (d)     Upon  any  adjustment  of  the  warrant exercise price, the Company
shall  give  written notice thereof to Holder stating the warrant exercise price
resulting  from  such  adjustment  and  the increase or decrease, if any, in the
number  of  shares  purchasable at such price upon the exercise of this warrant,
setting  forth in reasonable detail the method of calculation and the facts upon
which  such  calculation  is  based.

     4.     No  Rights as Shareholder.  This warrant shall not entitle Holder to
            -------------------------
any  rights  as  a  shareholder  of  the  Company.

     5.     Transfer.  This  Warrant may not be transferred or assigned in whole
            --------
or  in  part.

     6.     Notices.  All  demands  and  notices  to be given hereunder shall be
            -------
delivered  or  sent  by  first  class  mail, postage prepaid; in the case of the
Company,  addressed  to  its corporate headquarters, Two Union Square, 601 Union
Street  Suite  4200,  Seattle, Washington, USA, 98101, until a new address shall
have  been  substituted  by like notice; and in the case of Holder, addressed to
Holder  at  the  address  written  below,  until  a  new address shall have been
substituted  by  like  notice.

     7.     Governing  Law.  This  Warrant shall be interpreted and construed in
            --------------
accordance  with  and  pursuant  to  the laws of the State of Washington without
giving  effect to principles of conflicts of laws.  The parties hereto submit to
the  exclusive  jurisdiction  of  the  state and federal courts situated in King
County  in the state of Washington for all disputes arising with respect to this
Warrant.

     IN  WITNESS WHEREOF, the Company has caused this warrant to be executed and
delivered  by  a  duly  authorized  officer.

Dated:  May  18,  2004

                                          NS8  CORPORATION

                                          By:  /s/  Peter  Hogendoorn

                                          Its: CEO


_________________________________
(Name  of  Warrant  Holder)

_________________________________
Print  Address
_________________________________
Email
_________________________________
Social  Security  Number


                                      E-159
<PAGE>

                                WARRANT EXERCISE

                (TO BE SIGNED ONLY UPON EXERCISE OF THIS WARRANT)

The  undersigned, the Holder of the foregoing warrant, hereby irrevocably elects
to  exercise the purchase right represented by such warrant for, and to purchase
thereunder,  __________ shares of Common Stock of NS8 Corporation, to which such
warrant  relates  and  herewith  makes  payment of $__________ therefor in cash,
certified check or bank draft and requests that the certificates for such shares
be issued in the name of, and be delivered to ___________________, whose address
is  set  forth  below  the  signature  of  the  undersigned.

The undersigned represents that it acquired the warrant pursuant to an Exclusive
Advisory  Agreement  made between NS8 Corporation and Maximum Ventures, Inc. and
dated  May  18,  2004.

Dated:
       ------------------------

                                       ---------------------------------------
                                       Signature


If  shares  are  to  be  issued  other  than  to  Holder:


                                       Social Security or Tax Identification No.


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Please print present name and
  address


                                      E-160
<PAGE>