EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is made effective as of the 20th day of February, 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:      MARC  STRAUCH,residing  at  20430  NE  108th Street, Redmond, State of
          Washington,  United  States  of  America  98053

          (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 designing and developing marketing
strategies  and  business development programs for technology related businesses
and  producing  marketing  materials  collateral  thereto.

C.     The  Employer  wishes  to  employ  the  Executive as it's Chief Marketing
Officer  and  the Executive wishes to be employed as the Chief Marketing Officer
of  the Employer 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:


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1.     APPOINTMENT  AND  DUTIES  AS  CHIEF  MARKETING  OFFICER
       -------------------------------------------------------

(a)     The  Employer  hereby  appoints  the Executive to the positions of Chief
Marketing  Officer  of NS8 and the Executive hereby accepts such appointment 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 Chief Marketing
Officer, the responsibilities of Executive will include, but will not be limited
to,  the  following:

(i)     Assuming  overall  responsibility  for Employer's go-to-market strategy,
tactics,  messaging,  branding,  positioning,  competitive  analysis, collateral
development,  market launch, and execution of the foregoing, with positioning to
Business Decision Makers (BDM), Technical Decision Makers (TDM), and Information
Technology  (IT)  Professionals  in terms of economic justification and business
case  development;

(ii)     Assisting  the President and other senior executives of Employer in New
Business  Development,  executing  the  Employer's  business,  marketing,  and
strategic  plans,  and  participating  in  key  marketing and project roll-outs;

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

(iv)     Assisting  in  leading  the  Employer  to technological and competitive
market  dominance,  including  participating  in  key  negotiations;

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

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

(vii)     Being  willing to act as a director and officer of the Employer or any
of  its  subsidiaries  or  joint  ventures.

(b)     As  Chief  Marketing  Officer, 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 Chief Marketing Officer of the Employer during


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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 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
legislation,  securities  laws,  and  other  applicable  legislation.

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

The appointment of the Executive to the position of Chief Marketing Officer will
commence  March  1,  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 One Hundred Twenty-five Thousand Dollars (US$125,000) 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, if
appropriate,  adjusted  on  each  anniversary  of  the  Commencement Date of his
employment  pursuant to this Agreement upon agreement of Executive and Employer.


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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.

(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 (2,000,000) shares of
Employer's  common  stock  as restricted shares (the "Granted Shares"), and (ii)
nonqualified  stock  options  to  acquire  One  and One-half Million (1,500,000)
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 of this Agreement
(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 will reimburse the Executive for his
automobile  expenses  based  on  his actual mileage at the rate of $0.375USD per


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mile;  provided,  however,  Employer's  total  obligation  for  reimbursement of
Executive's  automobile  expenses  shall not exceed $600USD per month.  Employer
will  withhold  all  federal  income and payroll taxes from such compensation as
required  by law.  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.

(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 monthly provided the Executive submits his
itemized  written  account  and receipts acceptable to the Employer on a regular
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 covered by a new benefits coverage plan
package  being  arranged  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  for  Executive  and  his spouse until the benefits 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 Executive and his spouse and not
for  any  other  life  or disability policies covering Executive 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
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 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


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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 and the availability of coverage.  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.

(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
$1,000,000  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,


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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  marketing  program  and  the  Marketing
Department (the "Marketing Functions") of the Employer (except for those matters
and  duties as by law must be transacted or performed by the Board, the Chairman
of  the  Board,  the Chief Executive Officer or the President of Employer). With
respect  to Marketing Functions, the Executive will have the power and authority
to enter into contracts, engagements or commitments in the name of and on behalf
of  the  Employer  and  to engage, employ and dismiss employees, consultants and
agents  of  the  Employer  other  than  officers  or  Directors of the Employer,
provided  that  in  each  such  case Executive obtains the prior approval of the
Board  to  the  proposed  action.

(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.

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,  consultant  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


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the  Employer  any  information  the  Executive might acquire in relation to the
Employer's  business.

(c)     The  Executive  shall  attend  at  the Employer's office in Seattle on a
daily  basis  during regular business hours, Monday to Friday, except when he is
required  to  attend  at  the  Vancouver,  BC  office  or elsewhere to attend to
Employer's  business.

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

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

The  Executive acknowledges that as the Chief Marketing Officer 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.

9.     VACATION
       --------

The  Executive  shall  be  entitled  during  each  year  to  five (5) 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 two (2) unused vacation
into  the  next  calendar  year  but  not  further.

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


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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;

(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.


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(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.

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.


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<PAGE>

(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
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.


                                       30
<PAGE>

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  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.


                                       31
<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, BC
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 as Chief Marketing officer
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.

            REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK

                           NEXT PAGE IS EXECUTION PAGE


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<PAGE>

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

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

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

SIGNED,  SEALED  AND  DELIVERED
BY  MARC  STRAUCH
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



                                       33
<PAGE>


                                    EXHIBIT A

                        ADDENDUM TO EMPLOYMENT AGREEMENT


This  is  an  Addendum  to  that  certain Employment Agreement (the "Agreement")
having  an Effective Date as of February ____, 2004, between NS8 CORPORATION, as
"Employer," and MARC STRAUCH, as "Executive," whereby the Employer and Executive
hereby  mutually  agree  to  amend  the  Agreement  to  add  the  following
indemnification  provisions  to  the  Agreement:


1.     Indemnification  of  Executive
       ------------------------------

The  Employer  agrees  to  indemnify  and  hold  harmless the Executive from and
against  any  claims,  losses,  damages,  expenses or liabilities (collectively,
"Losses"),  including without limitation legal fees and accounting fees (subject
to  the limitations set forth below), incurred in connection with investigating,
preparing,  defending,  paying,  settling  or compromising any action, claim; or
proceeding  (whether  or  not  in  connection  with  any  pending  or threatened
litigation  in  which the Executive is a named party) to which the Executive may
become  subject  and  which  is  related  to  or arises out of the engagement or
performance  of  the  services  of the Executive contemplated in this Agreement.
The  Employer will not, however, be responsible to the Executive with respect to
any  Losses  to  the  extent  that  a court of competent jurisdiction shall have
determined  by  a final judgment that such Losses resulted from actions taken or
omitted  to be taken by the Executive due to the Executive's gross negligence or
wilful  misconduct.

The Employer will reimburse the Executive for Losses as such Losses are incurred
or  paid,  notwithstanding  the  absence  of  judicial  determination  as to the
propriety  or  enforceability  of  the  Employer's  obligation  to reimburse the
Executive  for such Losses and the possibility that such payments might later be
held  by a court of competent jurisdiction to have been improper.  To the extent
that  any  such  interim  reimbursement  is  so  held to have been improper, the
Executive  shall  promptly  return  it  to the Employer, together with interest,
compounded annually, equal to the prime rate announced from time to time by Bank
of  America,  San  Francisco,  California.

The  Employer also agrees that Executive shall have no liability, whether at law
or in equity, to the Employer or its affiliates, directors, officers, employees,
agents,  advisors, representatives, control persons or stockholders, directly or
indirectly,  related  to  or arising out of the engagement or performance of the
services of the Executive contemplated in this Agreement, except Losses incurred
by  the  Employer  to  the  extent  a court of competent jurisdiction shall have
determined  by a final judgment that such Losses resulted primarily from actions
taken  or  omitted  to  be  taken  by the Executive due to the Executive's gross
negligence  or  wilful  misconduct.  In no event, regardless of the legal theory


                                       34
<PAGE>

advanced,  shall  the  Executive  be  liable  for  any  consequential, indirect,
incidental  or  special  damages  of  any  nature.

2.     Addendum  Incorporated  into  Agreement  by  Reference
       ------------------------------------------------------

All  of  the  terms,  provisos  and  conditions  of  this  Addendum  are  hereby
incorporated  into  the Agreement by reference and shall form a part thereof for
all  purposes


IN  WITNESS WHEREOF, the parties have duly signed and delivered this Addendum to
--------------------------------------------------------------------------------
the  Agreement  as  of  the  day  and  year  first  above  written.
-------------------------------------------------------------------

                                                        NS8  CORPORATION

                                                        By:
                                                            --------------------
                                                        Name:
                                                              ------------------
                                                        Title:
                                                               -----------------

                                                        MARC STRAUCH

                                                        By:
                                                            --------------------
                                                        Name: Marc Strauch


                                       35
<PAGE>