EXHIBIT 10.9

                              EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is made effective as of the 29th day of January, 2004,
          between  NS8 CORPORATION, a Company incorporated under the laws of the
          State of ----------------  Delaware,  having  offices  at  Two Union
          Square,  601  Union  Street, Suite 4200, Seattle, Washington 98101 and
          Suite  700,  1311  Howe  Street,  Vancouver,  British Columbia V6Z 2P3

               (hereinafter  called "Employer" or "NS8", as the context implies)



  AND:    THOMAS J. ROUTT, RESIDING AT 711 DRIFTWOOD PLACE, EDMONDS,
          State  of  Washington,  United  States  of  America  98020-2663

               (hereinafter  called  the  "Executive")



                                    RECITALS

A.     The  Employer  is  in  the  business  of  designing  and producing online
business  applications  in the areas of streaming software, digital media rights
and  data-content  management,  audio-video  communications,  and  corporate
collaboration  systems.

B.     The Executive is in the business of inventing, researching and developing
various  technologies  and  providing  business,  scientific  and  technological
consulting  services  to  high  technology  companies.

C.     The Employer wishes to employ the Executive as its President and Co-Chief
Architect  and appoint him to its Board of Directors and the Executive wishes to
be  employed  as  the  President  and  Co-Chief Architect of the Employer and is
willing  to  act  as  a  Director  pursuant  to the mutual covenants, terms, and
conditions  of  this  agreement  (the  "Agreement").

                                    AGREEMENT

     In  consideration  of  the  mutual covenants, terms, and conditions of this
Agreement,  the  parties  hereto  agree  as  follows:

1.     APPOINTMENT  AND  DUTIES  AS  PRESIDENT  AND  CO-CHIEF  ARCHITECT
       -----------------------------------------------------------------

(a)     The Employer hereby appoints the Executive to the positions of President
and  Co-Chief Architect of NS8 and the Executive hereby accepts such appointment


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and  agrees  to  carry out the duties, responsibilities, and obligations of that
position  and  to  duly  exercise the powers afforded to him by such appointment
upon  the  terms  and  conditions  set forth in this Agreement. As President and
Co-Chief Architect, the responsibilities of Executive will include, but will not
be  limited  to,  the  following:

(i)     Defining  the  Employer's  Corporate  Mission  Statement;

(ii)     Developing  and  executing  the  Employer's  business,  marketing,  and
strategic  plans;

(iii)     Defining  and  identifying  the  Employer's  financial  requirements;

(iv)     Reporting  to  and assisting the Board of Directors regarding strategic
direction  matters  and  business  and  related  opportunities;

(v)     Assisting  in  leading  the  Employer  to  technological and competitive
market  dominance;

(vi)     Acting as key Speaker and Spokesperson for all media related events, as
may  be  necessary;

(vii)     Executing  any  other  duties and carrying out such other functions as
might  be  reasonably  required  by  the  Board  of  Directors  of the Employer;

(viii)     Preparing  or  assisting  in  the  preparation  of  materials  for
shareholder  or  public  dissemination;  and

(ix)     Working  together  with  the  other  Co-Chief  Architect to develop and
design  the  architecture  of  the  Employer's  technology.

(b)     As  President  and  Co-Chief  Architect,  the  Executive's  critical
responsibilities  and  overall  performance  will  be  reviewed  by the Board of
Directors  of  the Employer every quarter (three months) during the Term of this
Agreement  (the  "Review(s)").  Within  30  days  after  the  completion of each
quarterly  Review  the  Board  of  Directors  will prepare a written report (the
"Report(s)")  that  will  summarize  the  essential  elements  of  the  relevant
quarterly  Review.  The Reports will include, without limiting the generality of
the  foregoing,  the  Board  of  Directors'  (i)  evaluation  of  the  critical
responsibilities  and  overall  performance  of  the  Executive as President and
Co-Chief  Architect  of  the  Employer  during  the  preceding  quarter;  (ii)
recommendations  regarding  the  upgrading of the Executive's involvement in the
operations  of the Employer; and (iii) recommendations regarding the increase or
decrease  of  the  Executive's  duties,  responsibilities  and obligations as an
executive  of  the  Employer.  Upon  the completion of each Report, the relevant
Report  will be presented to the Executive for his review and consideration. The
Executive  or  designated  representatives  of  the  Board of Directors may then
request and require a meeting with the other to discuss the Report and implement
such  action as might be deemed appropriate in the circumstances. The failure or
delay  in the production of any quarterly Report will not be deemed a default on


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the  part  of  the Board of Directors or the Employer and any such Report may be
prepared  as  soon  as  the  Board  is  able  to  do  so.

(c)     Executive  shall  complete  an  officers and directors questionnaire and
when  appropriate,  provide  full,  true,  and  accurate  disclosures  as may be
necessary  from  time  to  time,  and  provide  full  disclosures  regarding any
potential  conflicts  of  interest  and  other information that might materially
affect  Employer  or otherwise as may be required to comply with Sarbanes-Oxley,
securities  laws,  and  other  applicable  legislation.

1A.     APPOINTMENT  TO  BOARD  OF  DIRECTORS
        -------------------------------------

     The  Executive shall be appointed to the Board of Directors of Employer for
an  initial period of one year, commencing upon the Commencement Date hereof (as
hereinafter  defined),  subject to removal and reelection by the shareholders of
the  Employer.  In  the  event  Executive  shall  be  removed  from the Board of
Directors  or  shall  fail  to  be  reelected  to  the Board of Directors by the
shareholders of the Employer, Executive shall attend Board of Directors meetings
at  the  pleasure  of  the  Board  of  Directors  during  the  term  hereof.

2.     TERM  OF  APPOINTMENT
       ---------------------

The  appointment  of  the  Executive  to  the position of President and Co-Chief
Architect  shall  commence January 29, 2004 (the "Commencement Date"), and shall
continue  until  terminated in accordance with the provisions of this Agreement.
The  initial  six  (6)  months of the term hereof shall be a probationary period
("Probation  Period"),  during which period the Employer may terminate Executive
with cause immediately and without any advance notice, or without cause upon two
weeks  advance  written  notice.  After  the expiration of the Probation Period,
Employer  may  only  terminate  Executive  pursuant  to  Section  10  hereof.

3.     COMPENSATION
       ------------

(a)     The fixed remuneration of the Executive for his services shall be at the
rate  of  $180,000  USD  per  annum  for the first year of employment; provided,
however,  that  at  the  end  of  the  Probation  Period  the performance of the
Executive  and  Employer's business shall be reviewed and evaluated by the Board
of  Directors  (the  "Board")  to  determine  if  the  performance  of Executive
justifies  an  increase  of  the fixed remuneration and to determine if Employer
then  has  the ability to pay Executive a greater rate of fixed remuneration for
the  balance of the first year of Employment or for a part thereof. If the Board
determines  that  in  all  the  circumstances  it  is appropriate that the fixed
remuneration should be increased then it will be adjusted accordingly. The fixed
remuneration  shall  thereafter  be reviewed and adjusted on each anniversary of
employment  pursuant to this Agreement upon agreement of Executive and Employer.
The  review  will  be undertaken by assessing the Executive's achievement of the
over-all  objectives  established  by  the  Employer and by having regard to the
market  rates  of  remuneration paid in the United States for similar duties and
responsibilities  for  similar  sized  companies.  Employer  shall  withhold all
federal  income  and  payroll  taxes  from such compensation as required by law.


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(b)     In  addition to the fixed remuneration, the Executive might receive from
the  Employer, at the sole discretion of Employer's Board, a cash or stock bonus
payment  based on a percentage of sales of the Employer's business for each year
during  the period of his employment under this Agreement from and including the
employment  year  commencing  on  the  Commencement  Date of this Agreement (the
"Sales  Bonus").  If  granted,  the Sales Bonus will be based on a percentage of
sales  to  be  determined by the Board upon the achievement by the Executive and
the  Employer's  business  of  certain  performance  benchmarks  and  criteria
determined  by  the  Board.  The Board will determine whether all or any part of
the  Sales  Bonus will be paid in the form of Employer's common stock.  Employer
shall  withhold  all  federal income and payroll taxes from such compensation as
required  by  law.

(c)     Upon  the  date  of  this  Agreement first written above (the "Effective
Date"),  Employer  will grant the Executive (i) Two Million shares of Employer's
common  stock as restricted shares (the "Granted Shares"), and (ii) nonqualified
stock options to acquire Two Million shares of the Employer's common stock at an
exercise  price  which  equals  the  closing market price of the stock as of the
Effective  Date  (the  "NSO's),  which  NSO's  shall  be  subject  to all terms,
conditions, and qualifications set forth in Section 4A hereof.  All such Granted
Shares  and  NSO's  shall  be  forfeit to the Employer in the event the Employer
terminates  this Agreement in accordance with Section 10(a)(ii) during the first
year  hereof  calculated  from  the  Commencement  Date,  or  if Executive shall
terminate  this  Agreement  during  the  first  year  hereof calculated from the
Commencement Date for any reason.  The Employer will issue the share certificate
representing  the  Granted  Shares  to  Executive on the anniversary date of the
Commencement  Date  if  the Granted Shares have not previously been forfeited to
the  Employer.

(d)     In  addition  to the Executive's Granted Shares and NSO's, the Executive
will  also  be able to participate, to the extent determined by the Compensation
Committee  of  the Board of Directors, in additional stock bonus or stock option
plans  of  the Employer after completing one (1) year of service to the Employer
calculated  from  the  Commencement  Date.

4.     BENEFITS
       --------

(a)     Automobile  and  Travel. The Employer shall lease an automobile selected
by  Executive;  provided,  however,  Employer's  total obligation for automobile
expenses,  including  lease costs, and reimbursement based on his actual mileage
at  the rate of $0.375USD per mile, shall not exceed $600USD per month. Employer
shall  withhold  all  federal income and payroll taxes from such compensation as
required  by  law.  Upon termination of this Agreement for any reason, Executive
may  elect  to  retain  the  leased  vehicle  upon  notice  to  the  Employer,
reimbursement  of the Employer for any lease down payment, and assumption of all
lease  obligations  for the remaining term of the lease.  Other "non-automobile"
travel  expenditures will be dealt with in the manner described in sub-paragraph
4(b).  The  Executive  will be provided with a reasonable allowance for hotel or
necessary  housing  in  the event that the Executive might be required to reside
outside  of  the  area  of  his  current  residential  location.


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(b)     Expenses.  It  is  understood  and  agreed that the Executive will incur
expenses  in  connection with his duties under this Agreement. The Employer will
reimburse  the Executive for any reasonable and necessary expenses provided that
the  Executive provides to the Employer an itemized written account and receipts
acceptable  to  the  Employer  within 30 days after they have been incurred. The
Employer  will  reimburse  the  Executive  semi-monthly  provided  the Executive
submits  his itemized written account and receipts acceptable to the Employer on
a  regular  semi-monthly  basis  in  a  timely  fashion.  Employer  shall not be
obligated  to  reimburse  Executive  for  any item in excess of $2,000USD unless
approved  in  advance  by  the  Board.

(c)     Benefit  plans.  Employer  has arranged a benefits plan for its Canadian
resident  employees, including dental, medical and extended health care benefits
and  life  insurance.  Since  the Employer's existing benefits plan is unable to
accommodate  the  Executive  because  of  his status as a resident of the United
States  of  America,  Executive  will  be responsible for arranging a comparable
benefits  coverage  package  in  the United States for the Executive and for all
personnel  of  Employer who are residents of the United States, with coverage to
be  effective  upon the Commencement Date, if possible.  Employer will reimburse
the  Executive  for premiums paid for the period after the Commencement Date for
Executive's  current individual policies for dental, medical and extended health
care benefits and life insurance for Executive and his spouse until the plan for
U.S.  residents  is  implemented.  Employer  will only pay the premiums for life
insurance  coverage  included  under the current individual policies for dental,
medical and extended health care benefits of Employee and his spouse and not for
any  other  life  or  disability policies covering Employee and his spouse.  The
life insurance coverage under the U.S. benefits coverage package shall be in the
amount  provided  under  Employer's  Canadian  benefits  coverage  package.  The
Employer will exercise all reasonable efforts to cooperate with the Executive to
arrange  the  U.S.  benefits  coverage  package.  The U.S. benefits plan will be
subject  to  the  approval  of  the  Board.

(d)     throughout  the  term hereof, the Employer shall obtain and maintain one
or  more  policies  of  directors  and  officers  liability  insurance providing
coverage  on  a  claims  made basis, limits, and deductibles comparable to those
obtained  by  other  similarly  situated companies, and reasonably acceptable to
Executive.  Employer  shall  bind  such  insurance  no later than March 1, 2004.
Employer  shall  maintain  such  insurance  following  the  termination  of this
Agreement  for  any  reason  for  the statute of limitations on covered risks in
respect  of  the period of Executive's employment, or shall obtain tail coverage
for  the  benefit  of  Executive  for  such period of limitations, at Employer's
expense.  It  is  understood  and agreed by the parties that while Employer will
exercise all reasonable efforts to obtain such coverage, it might be required to
accept  a  lesser  amount  of  coverage on less favorable terms due to insurance
market conditions.  In addition, Employer shall indemnify Executive as described
on  Exhibit  A  hereto,  in addition to Executive's indemnification rights under
Employer's  Articles  of  Incorporation  and  Bylaws,  and,  in  the  event such
directors  and  officers  liability  insurance  is  not  in  effect  as  of  the
Commencement  Date,  Executive's rights to indemnification pursuant to Exhibit A
and the Employer's Articles of Incorporation and Bylaws shall be superior to and
first  in  priority  of payment to the claims of any other officer, director, or
employee,  until  such  time  as  such  liability  insurance  is  in  effect.


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(e)     Executive  agrees  that  Employer  will be permitted to obtain insurance
coverage  in  respect of the Executive, if possible, for an amount not less than
$2,500,000  USD as part of Employer's key-man insurance and that the beneficiary
of  such  insurance in the event of the death or disability of Executive will be
the  Employer.

4A.     TERMS  AND  CONDITIONS  OF  NSO'S
        ---------------------------------

(a)     The  NSO's shall be exercisable at any time, in whole or in part, during
the  five  (5)  year period commencing upon the expiration of one year following
the  Commencement  Date  of  this  Agreement.

(b)     If  at  any  time during the option period the Employer registers any of
its securities for sale, Executive shall be entitled to require the registration
of  the  shares  to  be  issued  pursuant to the NSO's.  Further, if at any time
during  the  option period the Employer shall be entitled to register the shares
to  be  issued pursuant to the NSO's on Form S-3, Executive shall be entitled to
demand  registration  of  such  shares.

(c)     Executive  shall  be  entitled  to  participate  in  any  proposed  sale
arrangement  with  other  founders and/or executives of the Employer pursuant to
exemptions  from registration, subject to all restrictions of the Securities Act
of  1933.

(d)     The  NSO's  shall  be  nontransferable, other than to an entity in which
Executive  exercises  100%  control,  or  to  a  trust  in  which all beneficial
interests  are  held  by  members  of  Executive's  immediate  family.

(e)     The  shares  to  be  issued  upon  exercise  of the NSO's are restricted
shares,  and, unless registered, will bear legends imposed by the Securities Act
of  1933.  So long as Executive is employed by Employer, Rule 144 will limit and
control  all  dispositions  of  such  shares.

(f)     If  at any time a purchaser is to acquire more than twenty percent (20%)
of  the  issued  and  outstanding  capital stock of the Employer, then Executive
shall  be  deemed  to have exercised all NSO's then held, and the Employer shall
pay  additional  compensation  to  Executive  in  an  amount  such  that,  after
withholding  all  payroll  and  other  taxes  associated  with  such  additional
compensation,  the  net  additional compensation shall be equal to the total tax
obligation  of  Executive  resulting  from  the exercise of all NSO's then held,
which  net  sum  the  Employer  shall  withhold and deposit with appropriate tax
authorities  on  behalf  of  Executive  as  provided  by  law.

(g)     If  Employer  shall  adopt  a stock option plan after the date hereof to
which the NSO's shall be subject, the provisions of this Agreement shall control
over  any  contrary  provisions  in  such  plan.

5.     AUTHORITY
       ---------

(a)     The  Executive  shall  have,  subject  always to the general or specific
instructions  and  directions  of  the  Board  of  the  Employer, full power and
authority  to manage and direct the business and affairs of the Employer (except
only  the  matters  and  duties as by law must be transacted or performed by the


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Board  or  by  the shareholders of the Employer in a general meeting), or by the
Chairman  of  the  Board  of Directors or the Chief Executive Officer, including
power  and  authority to enter into contracts, engagements or commitments in the
name  of  and  on behalf of the Employer and to engage and employ and to dismiss
employees  and  agents  of  the Employer other than officers or Directors of the
Employer  without,  in  each case, the prior approval of the Board of Directors.

(b)     The  Executive  shall  conform to all lawful instructions and directions
given  to  him by the Board of Directors of the Employer, and obey and carry out
the  Articles  and  By-laws  of  the  Employer.

(c)     Notwithstanding  the  forgoing,  during  the Probation Period, Executive
shall  not  have  authority,  without the prior written approval of the Board of
Directors,  to  execute  any  financial  transaction  document  on behalf of the
Employer,  or  to hire or terminate any executive of the Employer.  In addition,
during  the  first  one  year  of  the  term  hereof,  Executive  shall not have
authority,  without  the  prior  written approval of the Board of Directors and,
when  necessary,  the shareholders of the Employer, to purchase, lease, or sell,
on  behalf  of Employer, $200,000 USD of real estate, equipment, or intellectual
properties  of  the  Employer.

6.     SERVICE
       -------

(a)     The  Executive,  throughout  the  term  of his appointment and except as
otherwise  disclosed  in  writing  as of the Commencement Date, shall devote his
full  business  time  and attention to the business and affairs of the Employer,
its affiliates and subsidiaries and shall not, without the consent in writing of
the  Board  undertake  any  other  business  or occupation or become a director,
officer,  employee  or  agent  of  any  other  company,  firm,  or  individual.

(b)     The  Executive  shall  well  and  faithfully  serve  the  Employer,  its
affiliates  and  subsidiaries  and use his best efforts to promote the interests
thereof  and  shall  not  disclose  the  private affairs or trade secrets of the
Employer,  its  affiliates,  or  subsidiaries  to  any  person other than to the
Directors  of  the  Employer or disclose for any purpose other than for those of
the  Employer  any  information  the  Executive might acquire in relation to the
Employer's  business.

7.     INTENTIONALLY  OMITTED
       ----------------------

8.     CONFIDENTIAL  INFORMATION
       -------------------------

The  Executive  acknowledges  that as the President and in any other position as
the  Executive  may  hold,  the Executive will acquire information about certain
matters and things which are confidential to the Employer, and which information
is  the  exclusive property of the Employer.  As of the Commencement Date and at
all  times  thereafter,  Executive  shall be bound by and observe the Employer's
Non-Disclosure  Agreement  previously  executed  and  delivered  by  Executive.
Further,  the  Executive  shall  at  all  times  comply with Employer's standard
policies  and  procedures  in  office  security  monitoring  and  surveillance
activities  within  the  premises  of  Employer.


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9.     VACATION
       --------

The Executive shall be entitled during each year to six (6) weeks paid vacation.
The  vacation  shall be taken at the time or times as the Board may approve. The
Executive  shall  be  allowed to carry forward any unused vacation into the next
calendar  year  but  not  further.  In the event Executive does not take six (6)
weeks  vacation  during  the  first year hereof, Employer shall pay Executive an
additional  Five Thousand Dollars ($5,000)USD upon the one year anniversary date
of  the  Commencement  Date  unless Executive elects to carry forward any unused
vacation  into  the  next  calendar  year.

10.     TERMINATION  OF  EMPLOYMENT
        ---------------------------

(A)     THE  PARTIES  UNDERSTAND AND AGREE THAT THIS AGREEMENT MAY BE TERMINATED
IN  THE  FOLLOWING  MANNER  IN  THE  SPECIFIED  CIRCUMSTANCES:

(i)     by  the Executive, at any time, for any reason, on the giving of 8 weeks
written  notice  to  the Employer. The Employer may waive notice, in whole or in
part.

(ii)     by  the  Employer,  without any notice or pay in lieu thereof, for good
cause  shown.  For  the  purposes  of  this Agreement, good cause shown shall be
limited  to:

(1)     any material breach by the Executive of the provisions of this Agreement
involving  deceit  or  fraud,  or  any  material  breach by the Executive of the
Non-Disclosure  Agreement  causing  the  Employer  material  damage;

(2)     any  conduct  of  the Executive which results in publicity which, in the
reasonable  opinion  of  the  Employer,  which  opinion  shall be subject to the
dispute resolution provisions hereof, brings himself or the Employer into public
disrepute;

(3)     conviction  of  the  Executive  of  a  criminal  offense punishable as a
felony.

Failure  by the Employer to rely on the provision of this paragraph in any given
instance or instances, shall not constitute a precedent or be deemed a waiver of
its  rights  hereunder.

(iii)     at any time after the Commencement Date by the Employer for any of the
following  reasons upon giving the Executive at least one month's advance notice
in  writing  and  on  paying  to the Executive termination (severance) pay in an
amount  equal  to  one  month's  compensation  (as defined in sub-paragraph 3(a)
above)  for  each  full  year  of  his  employment:

(1)     Executive  is  convicted  of  a criminal offense (other than a felony or
traffic  violations);

(2)     Executive  fails  to provide adequate reporting of progress and material
results to the Board of Directors, or, in the absence of the Board of Directors,
to  the  Chairman  of  the  Board  of  Directors;


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(3)     Executive commits an act of corporate espionage, or any act constituting
a  breach of any of the Employer's rules or agreements governing confidentiality
of  trade  secrets  or  confidential  information;

(4)     Executive  distributes  or  exchanges  any  confidential  information
regarding  the  Employer  or  its  products  or  services  which,  directly  or
indirectly,  has  a  material  adverse  effect  on the Employer or its business;

(5)     Executive  is  convicted  of  any  criminal  or  quasi-criminal  offense
relating  to  insider  trading,  or  it  is determined by any relevant governing
authority  that  Executive  has  violated  any  legislation, regulation, or rule
relating  to  insider  trading;

(6)     Executive  fails  to  adequately perform his duties and responsibilities
pursuant  to  the  terms  and conditions of this Agreement or as directed by the
Board  of  Directors  of  Employer;  or

(7)     Executive  is  in  violation  of  or fails to adequately comply with any
material  term  or  condition of this Agreement or any direction of the Board of
Directors  of  the  Employer.

(b)     The  parties  understand  and  agree  that  the  giving of notice or the
payment of pay in lieu of notice by the Employer to the Executive on termination
of the Executive's employment shall not prevent the Employer from alleging cause
for  the  termination.

(c)     On  termination of employment the Executive shall immediately resign all
offices  held  (including  directorships)  in  the  Employer, its affiliates and
subsidiaries  and  except as provided in this Agreement, the Executive shall not
be  entitled to receive any severance payment or compensation for loss of office
or  otherwise by reason of the resignation.  If the Executive fails to resign as
mentioned  the  Employer is irrevocably authorized to appoint some person in the
Executive's  position,  place  and  stead and in his name and on the Executive's
behalf  to  sign  any  documents or do any things necessary or requisite to give
cause  to  such  resignation.

11.     EMPLOYER'S  PROPERTY
        --------------------

The  Executive  acknowledges  that  all items of every nature or kind created or
used  by  the  Executive  pursuant  to  the  Executive's  employment  under this
Agreement,  or  furnished  by  the Employer to the Executive, and all equipment,
automobiles, credit cards, software or hardware, books, records, reports, files,
diskettes,  manuals,  literature,  confidential  information  or other materials
shall remain and be considered the exclusive property of the Employer ("Employer
Property")  at all times and shall be immediately surrendered to the Employer at
the  request of the Employer, or in the absence of a request, on the termination
of  the Executive's employment the Employer shall have the right to repossess or
seize  any  or  all  of  the Employer Property from the Executive without notice
where  ever  the  Employer  Property  may  me  located.


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11A.     INTELLECTUAL  PROPERTY  RIGHTS
         ------------------------------

(a)     For  purposes  of  this  Agreement,  "Inventions"  includes,  without
limitation,  information,  inventions,  contributions,  improvements,  ideas, or
discoveries,  whether  protectable  or not, and whether or not conceived or made
during  work  hours.  Executive  shall  be entitled to proportionate credit with
respect  to  all  Inventions  to  which  Executive  makes a direct contribution.
Notwithstanding the forgoing, however, Executive shall assert no ownership claim
with  respect to any Invention (i) unless the Board of Directors of the Employer
determines that Employer cannot commercially exploit such Invention, (ii) unless
the  Employer  becomes  insolvent,  (iii)  at  any  time  when  such  Invention
constitutes collateral held by any financial institution to secure financing for
the  Employer,  or  (iv)  during  the  course  of  or following the sale of such
Invention  by  Employer.

(b)     Executive  agrees to promptly disclose in writing to Employer during the
term  hereof, all Inventions developed during the term hereof in which Executive
believes  he  directly  participated  and claims an interest so that Executive's
rights  and  Employer's  rights  in  such  Inventions  can  be  determined.

(C)     NOTICE:  IN  ACCORDANCE WITH WASHINGTON LAW, THIS SECTION DOES NOT APPLY
        ------
TO  INVENTIONS  FOR  WHICH  NO  EQUIPMENT,  SUPPLIES,  FACILITY, OR TRADE SECRET
INFORMATION OF EMPLOYER WAS USED AND WHICH WAS DEVELOPED ENTIRELY ON EXECUTIVE'S
OWN  TIME,  UNLESS:  (A)  THE  INVENTION RELATES (I) DIRECTLY TO THE BUSINESS OF
EMPLOYER  OR  (II)  TO EMPLOYER'S ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR
DEVELOPMENT,  OR  (B) THE INVENTION RESULTS FROM ANY WORK PERFORMED BY EXECUTIVE
FOR  EMPLOYER.

11B.     RESOLUTION  OF  DISPUTES
         ------------------------

(a)     Except for the right of Employer and Executive to seek injunctive relief
in  court,  any  controversy,  claim  or  dispute  of any type arising out of or
relating  to Executive's employment or the provisions of this Agreement shall be
resolved in accordance with this Section regarding resolution of disputes, which
will  be  the  sole  and exclusive procedure for the resolution of any disputes.
This Agreement shall be enforced in accordance with the Federal Arbitration Act,
the enforcement provisions of which are incorporated by this reference.  Matters
subject  to  these  provisions  include,  without limitation, claims or disputes
based  on  statute, contract, common law and tort and will include, for example,
matters  pertaining to termination, discrimination, harassment, compensation and
benefits.  Matters to be resolved under these procedures also include claims and
disputes arising out of statutes such as the Fair Labor Standards Act, Title VII
of  the  Civil  Rights  Act,  the  Age  Discrimination  in  Employment  Act, the
Washington  Minimum  Wage  Act,  and  the Washington Law Against Discrimination.
Nothing  in  this  provision  is intended to restrict Executive or Employer from
submitting  any  matter  to an administrative agency with jurisdiction over such
matter.

(b)     Employer and Executive will make a good faith attempt to resolve any and
all  claims and disputes by submitting them to mediation in Seattle, Washington,
before  resorting to arbitration or any other dispute resolution procedure.  The
mediation  of  any  claim  or  dispute  must be conducted in accordance with the
then-current  JAMS  procedures  for  the  resolution  of  employment disputes by


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mediation,  by a mediator who has had both training and experience as a mediator
of  general employment and commercial matters.  If the parties to this Agreement
cannot  agree  on  a  mediator,  then  the  mediator will be selected by JAMS in
accordance  with  JAMS'  strike  list method.  Within thirty (30) days after the
selection of the mediator, Employer and Executive and their respective attorneys
will  meet  with  the mediator for one mediation session of at least four hours.
If  the  claim  or  dispute  cannot  be settled during such mediation session or
mutually  agreed  continuation  of the session, either Employer or Executive may
give  the  mediator  and  the other party to the claim or dispute written notice
declaring the end of the mediation process.  All discussions connected with this
mediation  provision  will  be  confidential  and  treated  as  compromise  and
settlement  discussions.  Nothing  disclosed  in  such discussions, which is not
independently discoverable, may be used for any purpose in any later proceeding.
The  mediator's  fees  will be paid in equal portions by Employer and Executive,
unless  Employer  agrees  to  pay  all  such  fees.

(c)     If  any  claim  or  dispute  has  not  been  resolved in accordance with
subsection  (b) of this Section, then the claim or dispute will be determined by
arbitration  in  accordance  with  the  then-current JAMS employment arbitration
rules  and  procedures,  except  as  modified  herein.  The  arbitration will be
conducted  by a sole neutral arbitrator who has had both training and experience
as an arbitrator of general employment and commercial matters and who is and for
at least ten (10) years has been, a partner, a shareholder, or a member in a law
firm.  If  Employer  and  Executive  cannot  agree  on  an  arbitrator, then the
arbitrator  will  be  selected  by  JAMS  in accordance with Rule 13 of the JAMS
employment  arbitration  rules  and  procedures.  No  person who has served as a
mediator  under  the  mediation  provision,  however,  may  be  selected  as the
arbitrator  for  the  same  claim  or  dispute.  Reasonable  discovery  will  be
permitted  and  the  arbitrator  may  decide  any  issue  as  to discovery.  The
arbitrator  may  decide any issue as to whether or as to the extent to which any
dispute  is  subject  to the dispute resolution provisions in Section 12 and the
arbitrator  may award any relief permitted by law.  The arbitrator must base the
arbitration  award on the provisions of this Section and applicable law and must
render  the  award  in  writing, including an explanation of the reasons for the
award.  Judgment  upon the award may be entered by any court having jurisdiction
of  the  matter,  and  the decision of the arbitrator will be final and binding.
The  statute  of  limitations  applicable  to the commencement of a lawsuit will
apply  to  the  commencement  of  an arbitration under this subsection (c).  The
arbitrator's  fees  will  be  paid  in equal portions by Employer and Executive.

(d)     Unless  otherwise agreed, the prevailing party will be entitled to its
        costs and reasonable attorneys' fees incurred in the resolution of any
        dispute  relating  to  the  interpretation  or  enforcement  of  this
        Agreement.

12.     ASSIGNMENT  OF  RIGHTS
        ----------------------

The  rights  which accrue to the Employer under this Agreement shall pass to the
successors  or  assigns  of  the  business of Employer as a going concern if the
assignment  of this Agreement is a condition of such transfer of the business of
Employer. The rights of the Executive under this Agreement are not assignable or
transferable  in  any  manner.


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<PAGE>

13.     NOTICES
        -------

(a)     Any  notice  required or permitted to be given to the Executive shall be
sufficiently  given  if  delivered  to  the Executive personally or if mailed by
registered  mail  to  the  Executive's address last known to the Employer, or if
delivered  to  the  Executive  via  facsimile.

(b)     Any  notice  required  or permitted to be given to the Employer shall be
sufficiently  given  if  mailed  by  registered mail to the Employer's Vancouver
office  at  its  address  last  known  to  the Executive, or if delivered to the
Employer  via  facsimile.

14.     SEVERABILITY
        ------------

In  the  event that any provision or part of this Agreement shall be deemed void
or  invalid  by  a  court of competent jurisdiction, the remaining provisions or
parts  shall  be  and  remain  in  full  force  and  effect.

15.     ENTIRE  AGREEMENT
        -----------------

This  contract constitutes the entire Agreement between the parties with respect
to  the  employment  and  appointment  of the Executive and any and all previous
agreements, written or oral, express or implied, between the parties or on their
behalf,  relating  to  the  employment  and  appointment of the Executive by the
Employer,  are  terminated  and  canceled  and  each of the parties releases and
forever  discharges  the  other  of  and  from  all manner of actions, causes of
action,  claims  and  demands  whatsoever, under or in respect of any agreement.

16.     MODIFICATION  OF  AGREEMENT
        ---------------------------

Any  modification to this Agreement must be in writing and signed by the parties
or  it  shall  have  no  effect  and  shall  be  void.

17.     HEADINGS
        --------

The  headings  used in this Agreement are for convenience only and are not to be
construed  in  any  way  as  additions  to  or  limitations of the covenants and
agreements  contained  in  it.

18.     GOVERNING  LAW
        --------------

This  Agreement  shall  be construed in accordance with the laws of the State of
Washington,  United  States  of  America.


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<PAGE>

IN  WITNESS  WHEREOF  this  Agreement has been executed by the parties as of the
day,  month  and  year  first  above  written.

                                              SIGNED  AND  DELIVERED
                                              BY  THOMAS  J.  ROUTT
in  the  presence  of:                  )
                                        )
--------------------------------        )     -----------------------------
Witness  -  Signature                   )     Executive's  Signature
                                        )
--------------------------------        )     -----------------------------
Witness - Print Name                    )     Executive - Social Security Number



AGREED  TO  AND  ACCEPTED  BY:


NS8  CORPORATION


Per:
      -------------------------------
       Authorized  Signing  Officer/Director


Per:
      -------------------------------
       Authorized  Signing  Officer/Director


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<PAGE>