EXHIBIT 10.11

                     IRREVOCABLE TRANSFER AGENT INSTRUCTIONS


                                November 10, 2005


Continental  Stock  Transfer  &  Trust  Company
17  Battery  Place  -  8th  Floor
New  York,  NY  10004

Attention:     Roger  Bernhammer

     RE:     NS8  CORPORATION

Ladies  and  Gentlemen:

     Reference  is  made  to  that  certain  Securities  Purchase Agreement (the
"Securities  Purchase  Agreement")  of  even  date  herewith  by and between NS8
 -------------------------------
Corporation, a Delaware corporation (the "Company"), and the Buyers set forth on
                                          -------
Schedule  I attached thereto (collectively the "Buyers") and that certain Pledge
                                                ------
and  Escrow  Agreement  (the "Pledge Agreement") of even date herewith among the
                              ----------------
Company, the Buyers and David Gonzalez, as escrow agent (the "Escrow Agent") and
                                                              ------------
that  certain  Warrant  of even date herewith between the Company and the Buyers
(the  "Warrant").  Pursuant  to  the  Securities Purchase Agreement, the Company
       -------
shall  sell  to  the  Buyers,  an  the  Buyers  shall purchase from the Company,
convertible  debentures  (collectively,  the  "Debentures")  in  the  aggregate
                                               ----------
principal  amount of One Million Eight Hundred Sixty Three Thousand Four Hundred
Thirty  Dollars  ($3,163,430), plus accrued interest, which are convertible into
shares  of  the Company's common stock, par value $0.0001 per share (the "Common
                                                                          ------
Stock"),  at  the Buyers discretion.  These instructions relate to the following
-----
stock  or  proposed  stock  issuances  or  transfers:

1.     The Company has agreed to issue to the Buyers up to 350,000,000 shares of
the  Company's  Common  Stock  upon  conversion  of  the Debentures ("Conversion
                                                                      ----------
Shares")  plus  the  shares  of  Common  Stock  to  be issued to the Buyers upon
------
conversion  of  accrued  interest  and liquidated damages into Common Stock (the
"Interest  Shares")
 ----------------

2.     The  Company  has  agreed  to issue to the Buyers up to 25,000,000 shares
(the  "Warrant  Shares")  of  the  Company's  Common  Stock upon exercise of the
       ---------------
Warrant.


                                     EX-149
<PAGE>

3.     The  Company  has  prepared, or will promptly prepare, stock certificates
representing  14,917,947  shares (the "Escrowed Shares") of the Company's Common
                                       ---------------
Stock,  in  the  Company's  name,  that  have been or are being delivered to the
Escrow  Agent  pursuant  to  the  Pledge  Agreement.

This  letter  shall  serve  as  our  irrevocable  authorization and direction to
Continental Stock Transfer & Trust Company (the "Transfer Agent") (provided that
                                                 --------------
you  are  acting  as  the  Trasfer  Agent of the Company at such time) to do the
following:

1.     Conversion  Shares  and  Warrant  Shares.

a.     Instructions  Applicable  to  Transfer  Agent.  With  respect  to  the
Conversion  Shares,  Warrant  Shares and the Interest Shares, the Transfer Agent
shall issue the Conversion Shares, Warrant Shares and the Interest Shares to the
Buyers  from  time  to  time  upon  delivery to the Transfer Agent of a properly
completed  and duly executed Conversion Notice (the "Conversion Notice"), in the
                                                     -----------------
form  attached  hereto  as Exhibit I, or a properly completed Exercise Notice in
                           ---------
the  form  attached to the Warrant as Exhibit A thereto (the "Exercise Notice"),
                                                              ---------------
delivered on behalf of the Company to the Transfer Agent by David Gonzalez, Esq.
(the  "Escrow  Agent").  Upon  receipt  of  a  Conversion  Notice or an Exercise
       -------------
Notice,  the  Transfer  Agent shall within three (3) Trading Days thereafter (i)
issue and surrender to a common carrier for overnight delivery to the address as
specified  in  the  Conversion  Notice  or  the  Exercise Notice, a certificate,
registered  in  the  name  of  the  Buyers or their designees, for the number of
shares of Common Stock to which the Buyers shall be entitled as set forth in the
Conversion  Notice  or  Exercise  Notice  or  (ii)  provided  Transfer Agent are
participating  in The Depository Trust Company ("DTC") Fast Automated Securities
                                                 ---
Transfer  Program,  upon the request of the Buyers, credit such aggregate number
of  shares  of Common Stock to which the Buyers shall be entitled to the Buyers'
or  their  designees' balance account with DTC through its Deposit Withdrawal At
Custodian  ("DWAC")  system  provided  the  Buyers  causes its bank or broker to
             ----
initiate  the DWAC transaction. For purposes hereof "Trading Day" shall mean any
                                                     -----------
day  on  which  the  NASDAQ  Market  is  open  for  customary  trading.

b.     The  Company  hereby  confirms  to the Transfer Agent and the Buyers that
certificates  representing  the  Conversion  Shares and Warrant Shares shall not
bear  any  legend  restricting  transfer  and  should  not  be  subject  to  any
stop-transfer  restrictions  and  shall  otherwise be freely transferable on the
books  and records of the Company; provided that counsel to the Company delivers
(i) the Notice of Effectiveness set forth in Exhibit II attached hereto and (ii)
                                             ----------
an  opinion of counsel in the form set forth in Exhibit III attached hereto, and
                                                -----------
that  if  the  Conversion Shares, Warrant Shares and the Interest Shares are not
registered  for  sale  under the Securities Act of 1933, as amended (the "Act"),
and  the  Transfer  Agent has received an opinion of counsel to the Company that
the  issuance  of  the  Conversion  Shares  and the Interest Shares is an exempt
transaction  under  the  Act,  then  the certificates for the Conversion Shares,
Warrant  Shares  and  Interest  Shares  shall  bear  the  following  legend:


                                     EX-150
<PAGE>

"THE  SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF  1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
THE  SECURITIES  HAVE  BEEN  ACQUIRED  FOR INVESTMENT AND MAY NOT BE OFFERED FOR
SALE,  SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT  FOR  THE  SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY
ACCEPTABLE  TO  THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE  STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT."

c.     In  the  event  that counsel to the Company fails or refuses to render an
opinion  as  required  to  issue  the  Conversion  Shares in accordance with the
preceding paragraph (either with or without restrictive legends, as applicable),
then  the  Company  irrevocably and expressly authorizes David Gonzalez, Esq. to
render such opinion.  The Transfer Agent shall accept and be entitled to rely on
such  opinion  for  the  purposes  of  issuing  the  Conversion  Shares.

d.     Instructions Applicable to Escrow Agent.  Upon the Escrow Agent's receipt
of  a properly completed conversion notice substantially in the form attached as
an exhibit to the Debentures or instructions to exercise the Warrant, the Escrow
Agent shall, within one (1) Trading Day thereafter, send to the Transfer Agent a
Conversion  Notice  in  the  form  attached  hereto as Exhibit I, or an Exercise
                                                       ---------
Notice,  which shall constitute an irrevocable instruction to the Transfer Agent
to  process  such  Conversion  Notice  or Exercise Notice in accordance with the
terms  of  these  instructions.

2.     Escrowed  Shares.

a.     With  respect  to  the  Escrowed  Shares, upon an event of default as set
forth in the Pledge Agreement, the Escrow Agent shall send written notice to the
Transfer Agent ("Escrow Notice") to transfer such number of Escrow Shares as set
                --------------
forth  in the Escrow Notice to the Buyers.  Upon receipt of an Escrow Notice and
the  Escrow  Shares  properly endorsed for transfer accompanied by an opinion of
counsel  the Transfer Agent shall promptly transfer such number of Escrow Shares
to  the  Buyers  as  shall  be  set  forth in the Escrow Notice delivered to the
Transfer  Agent  by the Escrow Agent. Further, the Transfer Agent shall promptly
transfer  such shares from the Buyers to any subsequent transferee promptly upon
receipt  of  written  notice  from  the  Buyers or their counsel.  If the Escrow
Shares are not registered for sale under the Securities Act of 1933, as amended,
then  the  certificates for the Escrow Shares shall bear the legend set forth in
Section  1b.


                                     EX-151
<PAGE>

b.     In  the  event  that counsel to the Company fails or refuses to render an
opinion  as  may  be  required by the Transfer Agent to affect a transfer of the
Escrow  Shares (either with or without restrictive legends, as applicable), then
the  Company irrevocably and expressly authorizes David Gonzalez, Esq. to render
such  opinion.  The  Transfer Agent shall accept and be entitles to rely on such
opinion  for  the  purpose  of  transferring  the  Escrow  Shares.

3.     All  Shares.

a.     The  Transfer  Agent  shall  reserve  for  issuance  to  the  Buyers  the
Conversion  Shares,  the  Escrowed  Shares  and Warrant Shares.  All such shares
shall  remain  in  reserve with the Transfer Agent until the Buyers provides the
Transfer  Agent  instructions that the shares or any part of them shall be taken
out  of  reserve  and  shall  no  longer  be  subject  to  the  terms  of  these
instructions.

b.     The  Transfer  Agent shall rely exclusively on the Conversion Notice, the
Escrow  Notice or the Exercise Notice and shall have no liability for relying on
such  instructions.  Any  Conversion  Notice,  Escrow  Notice or Exercise Notice
delivered  hereunder shall constitute an irrevocable instruction to the Transfer
Agent  to  process  such notice or notices in accordance with the terms thereof.
Such  notice or notices may be transmitted to the Transfer Agent by facsimile or
any  commercially  reasonable  method.

c.     The  Company hereby confirms to the Transfer Agent and the Buyers that no
instructions  other  than as contemplated herein will be given to Transfer Agent
by  the  Company  with  respect  to  the matters referenced herein.  The Company
hereby authorizes the Transfer Agent, and the Transfer Agent shall be obligated,
to  disregard any contrary instructions received by or on behalf of the Company.

     Certain  Notice  Regarding  the  Escrow Agent. The Company and the Transfer
Agent hereby acknowledge that the Escrow Agent is general counsel to the Buyers,
a  partner  of  the  general  partner of the Buyers and counsel to the Buyers in
connection  with the transactions contemplated and referred herein.  The Company
and  the  Transfer  Agent  agree  that  in  the  event of any dispute arising in
connection  with  this Agreement or otherwise in connection with any transaction
or  agreement  contemplated  and  referred  herein,  the  Escrow  Agent shall be
permitted  to  continue  to represent the Buyers and neither the Company nor the
Transfer  Agent  will  seek  to  disqualify  such  counsel.

     The  Company  hereby agrees that it shall not replace the Transfer Agent as
the  Company's  transfer  agent without the prior written consent of the Buyers.

     The  Company  hereby confirms to Continental Stock and the Investor that no
instructions  other  than  as  contemplated  herein will be given to Continental
Stock by the Company with respect to the shares of Common Stock.  Such shares of
Common  Stock  shall  remain in reserve with Continental Stock until the Company
and the Investor mutually provide Continental Stock instructions that the shares
of Common Stock may be removed from  the reserve  The Company hereby agrees that
it  shall  not  replace Continental Stock as the Company's transfer agent during
the  term  of  this Agreement without the prior written consent of the Investor.


                                     EX-152
<PAGE>

     Should  Continental  Stock  resign as transfer agent, the Company shall use
its  best  efforts  to  obtain a suitable replacement transfer agent which agent
shall  have  agreed  to serve as transfer agent and to be bound by the terms and
conditions  of  these  Transfer  Agent  Instructions  within  the  Notice Period
referenced  above.  The  Company's  obligation  to obtain a suitable replacement
transfer  agent  shall  not  affect  Continental  Stock's  ability  to  resign.

     The Company hereby acknowledge and confirm that complying with the terms of
this Agreement does not and shall not prohibit Continental Stock from satisfying
any  and  all  responsibilities  and  duties  it  may  owe  to  the  Company.

     The Company acknowledges that the Buyers are relying on the representations
and covenants made by the Company hereunder and are a material inducement to the
Buyers  purchasing  convertible  debentures  under  the  Securities  Purchase
Agreement.  The  Company  further acknowledges that without such representations
and  covenants  of the Company made hereunder, the Buyers would not purchase the
Debentures.

     The  Company  specifically  acknowledges  and agrees that in the event of a
breach  or  threatened  breach  by  a  party hereto of any provision hereof, the
Buyers  will  be  irreparably  damaged  and  that  damages  at  law  would be an
inadequate  remedy  if  these  Irrevocable  Transfer Agent Instructions were not
specifically  enforced. Therefore, in the event of a breach or threatened breach
by  a  party hereto, including, without limitation, the attempted termination of
the  agency  relationship  created  by  this  instrument,  the  Buyers  shall be
entitled,  in  addition  to  all  other  rights  or  remedies,  to an injunction
restraining  such breach, without being required to show any actual damage or to
post  any bond or other security, and/or to a decree for specific performance of
the  provisions  of  these  Transfer  Agent  Instructions.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
                                     EX-153
<PAGE>

     IN WITNESS WHEREOF, the parties have caused this letter agreement regarding
Irrevocable  Transfer Agent Instructions to be duly executed and delivered as of
the  date  first  written  above.

                                                        COMPANY:

                                                        NS8 CORPORATION

                                                        By: /s/ Anthony Alda
                                                        Name: Anthony Alda
                                                        Title: CEO

                                                        /s/ David Gonzalez, Esq.
                                                        --------------------
                                                        David Gonzalez, Esq.


CONTINENTAL  STOCK  TRANSFER  &  TRUST  COMPANY

By: /s/ William  F.  Seegraber
    ---------------------------
Name:  William  F.  Seegraber
       ----------------------
Title: Vice  President


                                     EX-154
<PAGE>

<TABLE>
<CAPTION>
                                          SCHEDULE I
                                          ----------
                                      SCHEDULE OF BUYERS
                                      ------------------


                                                                     Address/Facsimile
Name                                      Signature                   Number of Buyers
-------------------------------  ----------------------------  ------------------------------
<S>                              <C>                           <C>
Cornell Capital Partners, LP     By:  Yorkville Advisors, LLC  101 Hudson Street - Suite 3700
                                 Its:  General Partner         Jersey City, NJ  07302
                                                               Facsimile:   (201) 985-8266

                                 By: /s/ Mark Angelo
                                     ---------------
                                 Name:  Mark Angelo
                                 Its:  Portfolio Manager
</TABLE>


                                     EX-155
<PAGE>

                                    EXHIBIT I
                                    ---------

                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS
                   ------------------------------------------

                            FORM OF CONVERSION NOTICE
                            -------------------------

     Reference  is  made  to  the Securities Purchase Agreement (the "Securities
                                                                      ----------
Purchase  Agreement")  between  NS8 Corporation, (the "Company"), and the Buyers
   ----------------                                    -------
set  forth  on  Schedule  I  attached  thereto  dated  November  ____  2005.  In
accordance  with  and  pursuant  to  the  Securities  Purchase  Agreement,  the
undersigned  hereby  elects  to  convert  convertible  debentures into shares of
common  stock,  par value $0.0001 per share (the "Common Stock"), of the Company
                                                  ------------
for  the  amount  indicated  below  as  of  the  date  specified  below.

Conversion  Date:
                                            ------------------------------------
Amount  to  be  converted:                  $
                                            ------------------------------------
Conversion  Price:                          $
                                            ------------------------------------
Shares  of  Common  Stock  Issuable:
                                            ------------------------------------
Amount  of  Debenture  unconverted:         $
                                            ------------------------------------
Amount  of  Interest  Converted:            $
                                            ------------------------------------
Conversion  Price  of  Interest:            $
                                            ------------------------------------
Shares  of  Common  Stock  Issuable:
                                            ------------------------------------
Amount  of  Liquidated  Damages:            $
                                            ------------------------------------
Conversion  Price  of  Liquidated  Damages: $
                                            ------------------------------------
Shares  of  Common  Stock  Issuable:
                                            ------------------------------------
Total Number of shares of Common Stock to be issued:
                                                      --------------------------


                                     EX-156
<PAGE>

Please  issue  the  shares  of  Common  Stock  in  the following name and to the
following  address:


Issue  to:
                                            ------------------------------------
Authorized  Signature:
                                            ------------------------------------
Name:
                                            ------------------------------------
Title:
                                            ------------------------------------
Phone  #:
                                            ------------------------------------
Broker  DTC  Participant  Code:
                                            ------------------------------------
Account  Number*:
                                            ------------------------------------

     * Note that receiving broker must initiate transaction on DWAC System.


                                     EX-157
<PAGE>

                                   EXHIBIT II
                                   ----------

                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS
                   ------------------------------------------

                         FORM OF NOTICE OF EFFECTIVENESS
                         -------------------------------
                            OF REGISTRATION STATEMENT
                            -------------------------

_________,  2005

________


Attention:

RE:     NS8  CORPORATION

Ladies  and  Gentlemen:

     We  are  counsel  to NS8 Corporation, (the "Company"), and have represented
                                                 -------
the Company in connection with that certain Securities Purchase Agreement, dated
as  of  November __, 2005 (the "Securities Purchase Agreement"), entered into by
                                -----------------------------
and  among  the  Company and the Buyers set forth on Schedule I attached thereto
(collectively  the "Buyers") pursuant to which the Company has agreed to sell to
                    ------
the  Buyers  up  to  One Million Eight Hundred Sixty Three Thousand Four Hundred
Thirty  Dollars  ($3,163,430)  of secured convertible debentures, which shall be
convertible into shares (the "Conversion Shares") of the Company's common stock,
                              -----------------
par  value  $0.0001 per share (the "Common Stock"), in accordance with the terms
                                    ------------
of  the  Securities  Purchase  Agreement.  Pursuant  to  the Securities Purchase
Agreement,  the  Company  also has entered into a Registration Rights Agreement,
dated  as  of  November  ___,  2005, with the Buyers (the "Investor Registration
                                                           ---------------------
Rights  Agreement") pursuant to which the Company agreed, among other things, to
-----------------
register the Conversion Shares under the Securities Act of 1933, as amended (the
"1933  Act").  In connection with the Company's obligations under the Securities
 ---------
Purchase  Agreement and the Registration Rights Agreement, on _______, 2005, the
Company  filed  a  Registration  Statement  (File  No.  ___-_________)  (the
"Registration  Statement")  with  the  Securities  and  Exchange Commission (the
 -----------------------
"SEC")  relating  to  the  sale  of  the  Conversion  Shares.

     In  connection  with  the  foregoing,  we  advise the Transfer Agent that a
member  of  the SEC's staff has advised us by telephone that the SEC has entered
an  order  declaring  the Registration Statement effective under the 1933 Act at
____ P.M. on __________, 2005 and we have no knowledge, after telephonic inquiry
of a member of the SEC's staff, that any stop order suspending its effectiveness
has  been issued or that any proceedings for that purpose are pending before, or
threatened  by,  the  SEC and the Conversion Shares are available for sale under
the  1933  Act  pursuant  to  the  Registration  Statement.


                                     EX-158
<PAGE>

     The  Buyers  has  confirmed  it  shall  comply with all securities laws and
regulations  applicable  to  it  including  applicable  prospectus  delivery
requirements  upon  sale  of  the  Conversion  Shares.



                                                         Very truly yours,

                                                         By:
                                                              ------------------


                                     EX-159
<PAGE>

                                   EXHIBIT III
                                   -----------

                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS
                   ------------------------------------------

                                 FORM OF OPINION
                                 ---------------


________________  2005

VIA  FACSIMILE  AND  REGULAR  MAIL
----------------------------------
________


Attention:

     RE:     NS8  CORPORATION

Ladies  and  Gentlemen:

     We  have  acted  as  special counsel to NS8 Corporation (the "Company"), in
                                                                   -------
connection  with  the  registration  of  ___________shares (the "Shares") of its
                                                                 ------
common  stock  with the Securities and Exchange Commission (the "SEC").  We have
                                                                 ---
not  acted  as  your counsel.  This opinion is given at the request and with the
consent  of  the  Company.

     In  rendering  this opinion we have relied on the accuracy of the Company's
Registration  Statement on Form SB-2, as amended (the "Registration Statement"),
                                                       ----------------------
filed by the Company with the SEC on _________ ___, 2005.  The Company filed the
Registration  Statement  on behalf of certain selling stockholders (the "Selling
                                                                         -------
Stockholders").  This  opinion relates solely to the Selling Shareholders listed
------------
on  Exhibit  "A"  hereto  and  number  of Shares set forth opposite such Selling
    ------------
Stockholders'  names.  The  SEC declared the Registration Statement effective on
__________  ___,  2005.

     We  understand  that  the  Selling  Stockholders  acquired  the Shares in a
private  offering  exempt from registration under the Securities Act of 1933, as
amended. Information regarding the Shares to be sold by the Selling Shareholders
is  contained  under  the  heading  "Selling  Stockholders"  in the Registration
Statement,  which  information is incorporated herein by reference. This opinion
does  not  relate to the issuance of the Shares to the Selling Stockholders. The
opinions  set  forth herein relate solely to the sale or transfer by the Selling
Stockholders  pursuant  to  the Registration Statement under the Federal laws of
the  United  States of America. We do not express any opinion concerning any law
of  any  state  or  other  jurisdiction.


                                     EX-160
<PAGE>

     In rendering this opinion we have relied upon the accuracy of the foregoing
statements.

     Based  on  the  foregoing,  it  is  our  opinion  that the Shares have been
registered  with the Securities and Exchange Commission under the Securities Act
of  1933,  as  amended,  and  that  ________  may remove the restrictive legends
contained on the Shares. This opinion relates solely to the number of Shares set
forth  opposite  the  Selling  Stockholders  listed  on  Exhibit  "A"  hereto.
                                                         ------------

     This opinion is furnished to Transfer Agent specifically in connection with
the  issuance  of  the Shares, and solely for your information and benefit. This
letter  may not be relied upon by Transfer Agent in any other connection, and it
may not be relied upon by any other person or entity for any purpose without our
prior  written consent. This opinion may not be assigned, quoted or used without
our  prior written consent. The opinions set forth herein are rendered as of the
date  hereof  and we will not supplement this opinion with respect to changes in
the  law  or  factual  matters  subsequent  to  the  date  hereof.

Very truly yours,




                                     EX-161
<PAGE>

                                   EXHIBIT "A"
                                   -----------

                         (LIST OF SELLING STOCKHOLDERS)
                         ------------------------------


Name:                                                            No. of  Shares:
---------------------------------------------------------------  ---------------





                                     EX-162
<PAGE>