EXHIBIT 10.5

                          SECURITIES PURCHASE AGREEMENT
                          -----------------------------

     THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of November
                                               ---------
___, 2005, by and among NS8 CORPORATION, a Delaware corporation (the "Company"),
                                                                      -------
and  the Buyers listed on Schedule I attached hereto (individually, a "Buyer" or
                                                                       -----
collectively  "Buyers").
               ------

                                   WITNESSETH
                                   ----------

     WHEREAS,  the  Company  and  the Buyer(s) are executing and delivering this
Agreement in reliance upon an exemption from securities registration pursuant to
Section  4(2) and/or Rule 506 of Regulation D ("Regulation D") as promulgated by
                                                ------------
the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act
                                                  ---
of  1933,  as  amended  (the  "Securities  Act");
                               ---------------

     WHEREAS,  the  parties  desire  that,  upon  the  terms  and subject to the
conditions  contained  herein, the Company shall issue and sell to the Buyer(s),
as  provided  herein,  and  the  Buyer(s) shall purchase up to Three Million One
Hundred Sixty Three Thousand Four Hundred Thirty Dollars ($3,163,430) of secured
convertible  debentures  (the  "Convertible  Debentures"),  which  shall  be
                                -----------------------
convertible  into  shares  of the Company's common stock, par value $0.0001 (the
"Common  Stock") (as converted, the "Conversion Shares"), of which the aggregate
 ------------                        -----------------
amount  of  One  Million  Eight Hundred Sixty Three Thousand Four Hundred Thirty
Dollars  ($1,863,430)  was  previously  funded  pursuant  to the promissory note
issued  by  the  Company  to  the  Buyer on May 27, 2005 and the promissory note
issued  by  the  Company to the Buyer on June 9, 2004 (consisting of outstanding
principal along with accrued and unpaid interest), Five Hundred Thousand Dollars
shall  be  funded on the fifth (5th) business day following the date hereof (the
"First  Closing"),  Five Hundred Thousand Dollars ($500,000) shall be funded two
 --------------
(2)  business  days  prior  to  the  date  the  registration  statement  (the
"Registration Statement") is filed, pursuant to the Investor Registration Rights
 ----------------------
Agreement  dated the date hereof, with the United States Securities and Exchange
Commission (the "SEC") (the "Second Closing") and Three Hundred Thousand Dollars
                 ---         --------------
($300,000)  shall  be  funded on the fifth (5th) business day following the date
the  Registration  Statement  is  declared  effective  by  the  SEC  (the "Third
                                                                           -----
Closing")  (individually  referred to as a "Closing" collectively referred to as
-------                                     -------
the  "Closings"),  for a total purchase price of up to Three Million One Hundred
      --------
Sixty  Three  Thousand  Four Hundred Thirty Dollars ($3,163,430), (the "Purchase
                                                                        --------
Price")  in  the  respective  amounts  set  forth opposite each Buyer(s) name on
-----
Schedule  I  (the  "Subscription  Amount");
                    --------------------

     WHEREAS,  contemporaneously  with  the  execution  and  delivery  of  this
Agreement, the parties hereto are executing and delivering a Registration Rights
Agreement  substantially in the form attached hereto as Exhibit A (the "Investor
                                                        ----------      --------
Registration  Rights  Agreement")  pursuant  to  which the Company has agreed to
-------------------------------
provide  certain  registration rights under the Securities Act and the rules and
regulations  promulgated  there  under,  and  applicable  state securities laws;

     WHEREAS,  the  aggregate proceeds of the sale of the Convertible Debentures
contemplated  hereby  shall be held in escrow pursuant to the terms of an escrow
agreement  substantially  in the form of the Escrow Agreement attached hereto as
Exhibit  B;
----------


                                      EX-52
<PAGE>

     WHEREAS,  contemporaneously  with  the  execution  and  delivery  of  this
Agreement,  the  parties  hereto  are  executing  and  delivering an Amended and
Restated Security Agreement substantially in the form attached hereto as Exhibit
                                                                         -------
C (the "Security Agreement") pursuant to which the Company has agreed to provide
-       ------------------
the  Buyer a security interest in Pledged Collateral (as this term is defined in
the  Security  Agreement)  to  secure  the  Company's  obligations  under  this
Agreement,  the  Convertible  Debenture,  the  Investor  Registration  Rights
Agreement,  the Irrevocable Transfer Agent Instructions, the Security Agreement,
the  Subsidiary Security Agreement, the Pledge and Escrow Agreement or any other
obligations  of  the  Company  to  the  Buyer;

     WHEREAS,  contemporaneously  with  the  execution  and  delivery  of  this
Agreement,  the  parties hereto are executing and delivering a Pledge and Escrow
Agreement  substantially  in  the form attached hereto as Exhibit D (the "Pledge
                                                          ---------       ------
and  Escrow  Agreement") pursuant to which the Company has agreed to provide the
----------------------
Buyer  a security interest in the Pledged Shares (as this term is defined in the
Pledge  and  Escrow  Agreement)  to  secure the Company's obligations under this
Agreement,  the  Convertible  Debenture,  the  Investor  Registration  Rights
Agreement,  the Irrevocable Transfer Agent Instructions, the Security Agreement,
the  Subsidiary Security Agreement, the Pledge and Escrow Agreement or any other
obligations  of  the  Company  to  the  Buyer;

     WHEREAS,  contemporaneously  with  the  execution  and  delivery  of  this
Agreement,  the parties hereto are executing and delivering Irrevocable Transfer
Agent  Instructions  substantially in the form attached hereto as Exhibit E (the
                                                                  ---------
"Irrevocable  Transfer  Agent  Instructions");  and
 ------------------------------------------

     WHEREAS,  contemporaneously  with  the  execution  and  delivery  of  this
Agreement,  the  parties  hereto  and  CanOnline  Media  Corporation,  a British
Columbia corporation, and CanOnline Global Media Inc., a Washington corporation,
each a wholly owned subsidiary of the Company (the "Subsidiaries"), is executing
                                                    ------------
and delivering a security agreement substantially in the form attached hereto as
Exhibit  F (collectively, the "Subsidiary Security Agreement") pursuant to which
----------                     -----------------------------
the  Company  and  the  Subsidiaries have agreed to provide the Buyer a security
interest  in  Pledged  Collateral  (as  this  term  is defined in the Subsidiary
Security  Agreement)  to  secure the Company's obligations under this Agreement,
the  Convertible  Debenture,  the  Investor  Registration  Rights Agreement, the
Irrevocable  Transfer Agent Instructions, the Security Agreement, the Subsidiary
Security  Agreement, the Pledge and Escrow Agreement or any other obligations of
the  Company  to  the  Buyer.

     NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  and  other
agreements contained in this Agreement the Company and the Buyer(s) hereby agree
as  follows:

     1.     PURCHASE  AND  SALE  OF  CONVERTIBLE  DEBENTURES.
            ------------------------------------------------

     (a)     Purchase  of  Convertible  Debentures.  Subject to the satisfaction
             -------------------------------------
(or  waiver)  of  the terms and conditions of this Agreement, each Buyer agrees,
severally and not jointly, to purchase at each Closing and the Company agrees to
sell  and  issue  to  each  Buyer,  severally  and not jointly, at each Closing,
Convertible Debentures in amounts corresponding with the Subscription Amount set


                                      EX-53
<PAGE>

forth opposite each Buyer's name on Schedule I hereto.  Upon execution hereof by
a  Buyer,  the  Buyer  shall  wire  transfer  the  Subscription Amount set forth
opposite  his  name on Schedule I in same-day funds or a check payable to "David
Gonzalez,  Esq.,  as  Escrow Agent for NS8 Corporation/Cornell Capital Partners,
LP",  which Subscription Amount shall be held in escrow pursuant to the terms of
the  Escrow  Agreement  (as  hereinafter  defined)  and  disbursed in accordance
therewith.  Notwithstanding the foregoing, a Buyer may withdraw his Subscription
Amount  and  terminate  this  Agreement  as  to such Buyer at any time after the
execution  hereof  and  prior  to  Closing  (as  hereinafter  defined).

     (b)     Closing  Date.  The  First  Closing of the purchase and sale of the
             -------------
Convertible  Debentures  shall take place at 10:00 a.m. Eastern Standard Time on
the  fifth (5th) business day following the date hereof, subject to notification
of  satisfaction  of the conditions to the First Closing set forth herein and in
Sections  6  and  7  below  (or  such later date as is mutually agreed to by the
Company  and the Buyer(s)) (the "First Closing Date"), the Second Closing of the
                                 ------------------
purchase  and  sale of the Convertible Debentures shall take place at 10:00 a.m.
Eastern  Standard  Time two (2) business days prior to the date the Registration
Statement  is filed with the SEC, subject to notification of satisfaction of the
conditions  to the Second Closing set forth herein and in Sections 6 and 7 below
(or  such  later  date as is mutually agreed to by the Company and the Buyer(s))
(the  "Second  Closing  Date") and the Third Closing of the purchase and sale of
       ---------------------
the  Convertible Debentures shall take place at 10:00 a.m. Eastern Standard Time
on the fifth (5th) business day following the date the Registration Statement is
declared  effective  by  the SEC, subject to notification of satisfaction of the
conditions  to  the Third Closing set forth herein and in Sections 6 and 7 below
(or  such  later  date as is mutually agreed to by the Company and the Buyer(s))
(the  "Third  Closing  Date")  (collectively referred to a the "Closing Dates").
       --------------------                                     -------------
The  Closings  shall  occur  on  the  respective Closing Dates at the offices of
Yorkville  Advisors, LLC, 101 Hudson Street, Suite 3700, Jersey City, New Jersey
07302  (or  such  other  place  as  is mutually agreed to by the Company and the
Buyer(s)).

     (c)     Escrow  Arrangements;  Form  of  Payment.  Upon execution hereof by
             ----------------------------------------
Buyer(s)  and  pending  the  Closings, the aggregate proceeds of the sale of the
Convertible  Debentures  to  Buyer(s)  pursuant  hereto  shall be deposited in a
non-interest  bearing  escrow account with David Gonzalez, Esq., as escrow agent
(the  "Escrow  Agent"), pursuant to the terms of an escrow agreement between the
       -------------
Company,  the  Buyer(s)  and  the  Escrow  Agent  in the form attached hereto as
Exhibit  B  (the  "Escrow Agreement").  Subject to the satisfaction of the terms
      ----         ----------------
and  conditions  of  this  Agreement, on the Closing Dates, (i) the Escrow Agent
shall  deliver  to  the  Company  in  accordance  with  the  terms of the Escrow
Agreement  such  aggregate  proceeds for the Convertible Debentures to be issued
and  sold  to  such  Buyer(s)  and (ii) the Company shall deliver to each Buyer,
Convertible  Debentures  which  such Buyer(s) is purchasing in amounts indicated
opposite  such  Buyer's  name  on  Schedule  I,  duly  executed on behalf of the
Company.

     2.     BUYER'S  REPRESENTATIONS  AND  WARRANTIES.
            -----------------------------------------

     Each  Buyer  represents  and  warrants,  severally  and  not jointly, that:

     (a)     Investment  Purpose.  Each  Buyer  is  acquiring  the  Convertible
             -------------------
Debentures  and,  upon  conversion  of  Convertible  Debentures,  the Buyer will
acquire  the Conversion Shares then issuable, for its own account for investment
only  and  not with a view towards, or for resale in connection with, the public
sale  or  distribution  thereof, except pursuant to sales registered or exempted
under  the Securities Act; provided, however, that by making the representations


                                      EX-54
<PAGE>

herein, such Buyer reserves the right to dispose of the Conversion Shares at any
time  in  accordance  with  or  pursuant  to an effective Registration Statement
covering  such  Conversion Shares or an available exemption under the Securities
Act.

     (b)     Accredited Investor Status.  Each Buyer is an "Accredited Investor"
             --------------------------                     -------------------
as  that  term  is  defined  in  Rule  501(a)(3)  of  Regulation  D.

     (c)     Reliance  on  Exemptions.  Each  Buyer  understands  that  the
             ------------------------
Convertible  Debentures are being offered and sold to it in reliance on specific
exemptions from the registration requirements of United States federal and state
securities  laws  and  that  the  Company  is relying in part upon the truth and
accuracy  of, and such Buyer's compliance with, the representations, warranties,
agreements, acknowledgments and understandings of such Buyer set forth herein in
order  to  determine  the availability of such exemptions and the eligibility of
such  Buyer  to  acquire  such  securities.

     (d)     Information.  Each  Buyer  and  its  advisors  (and  his  or,  its
             -----------
counsel),  if  any,  have  been  furnished  with  all  materials relating to the
business,  finances  and  operations  of  the  Company and information he deemed
material to making an informed investment decision regarding his purchase of the
Convertible  Debentures  and the Conversion Shares, which have been requested by
such  Buyer.  Each  Buyer  and  its  advisors,  if  any,  have been afforded the
opportunity  to  ask  questions of the Company and its management.  Neither such
inquiries  nor any other due diligence investigations conducted by such Buyer or
its  advisors, if any, or its representatives shall modify, amend or affect such
Buyer's  right to rely on the Company's representations and warranties contained
in  Section  3  below.  Each  Buyer  understands  that  its  investment  in  the
Convertible Debentures and the Conversion Shares involves a high degree of risk.
Each Buyer is in a position regarding the Company, which, based upon employment,
family relationship or economic bargaining power, enabled and enables such Buyer
to obtain information from the Company in order to evaluate the merits and risks
of  this  investment.  Each  Buyer  has  sought  such  accounting, legal and tax
advice,  as  it has considered necessary to make an informed investment decision
with respect to its acquisition of the Convertible Debentures and the Conversion
Shares.

     (e)     No  Governmental  Review.  Each  Buyer  understands  that no United
             ------------------------
States  federal  or  state agency or any other government or governmental agency
has  passed  on  or  made  any  recommendation or endorsement of the Convertible
Debentures  or  the  Conversion  Shares,  or  the fairness or suitability of the
investment in the Convertible Debentures or the Conversion Shares, nor have such
authorities  passed  upon  or  endorsed  the  merits  of  the  offering  of  the
Convertible  Debentures  or  the  Conversion  Shares.

     (f)     Transfer or Resale.  Each Buyer understands that except as provided
             ------------------
in  the  Investor  Registration Rights Agreement: (i) the Convertible Debentures
have not been and are not being registered under the Securities Act or any state
securities  laws, and may not be offered for sale, sold, assigned or transferred
unless  (A)  subsequently  registered  thereunder,  or (B) such Buyer shall have
delivered  to the Company an opinion of counsel, in a generally acceptable form,
to  the  effect  that such securities to be sold, assigned or transferred may be
sold,  assigned  or  transferred pursuant to an exemption from such registration
requirements;  (ii)  any  sale  of  such securities made in reliance on Rule 144


                                      EX-55
<PAGE>

under  the Securities Act (or a successor rule thereto) ("Rule 144") may be made
                                                          --------
only  in  accordance  with the terms of Rule 144 and further, if Rule 144 is not
applicable,  any  resale  of  such  securities  under circumstances in which the
seller  (or  the  person  through  whom the sale is made) may be deemed to be an
underwriter  (as  that  term  is  defined  in  the  Securities  Act) may require
compliance  with  some other exemption under the Securities Act or the rules and
regulations  of  the SEC thereunder; and (iii) neither the Company nor any other
person  is under any obligation to register such securities under the Securities
Act  or  any state securities laws or to comply with the terms and conditions of
any exemption thereunder.  The Company reserves the right to place stop transfer
instructions  against  the  shares  and  certificates for the Conversion Shares.

     (g)     Legends.  Each  Buyer  understands  that  the certificates or other
             -------
instruments representing the Convertible Debentures and or the Conversion Shares
shall  bear a restrictive legend in substantially the following form (and a stop
-transfer  order  may  be  placed  against transfer of such stock certificates):

          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 SOLELY FOR
          INVESTMENT  PURPOSES  AND NOT WITH A VIEW TOWARD RESALE 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 GENERALLY ACCEPTABLE FORM, THAT
          REGISTRATION  IS  NOT  REQUIRED  UNDER  SAID  ACT  OR APPLICABLE STATE
          SECURITIES  LAWS.

The  legend  set  forth  above  shall  be removed and the Company within two (2)
business days shall issue a certificate without such legend to the holder of the
Conversion  Shares  upon  which  it is stamped, if, unless otherwise required by
state  securities  laws, (i) in connection with a sale transaction, provided the
Conversion  Shares are registered under the Securities Act or (ii) in connection
with  a sale transaction, after such holder provides the Company with an opinion
of  counsel,  which  opinion shall be in form, substance and scope customary for
opinions  of  counsel  in  comparable  transactions, to the effect that a public
sale,  assignment  or  transfer  of  the  Conversion  Shares may be made without
registration  under  the  Securities  Act.

     (h)     Authorization,  Enforcement.  This  Agreement  has  been  duly  and
             ---------------------------
validly  authorized,  executed  and  delivered  on behalf of such Buyer and is a
valid  and  binding  agreement  of such Buyer enforceable in accordance with its
terms,  except  as  such  enforceability may be limited by general principles of
equity  or  applicable  bankruptcy,  insolvency,  reorganization,  moratorium,
liquidation  and  other  similar  laws  relating to, or affecting generally, the
enforcement  of  applicable  creditors'  rights  and  remedies.


                                      EX-56
<PAGE>

     (i)     Receipt  of  Documents.  Each  Buyer  and  his  or  its counsel has
             ----------------------
received  and  read  in  their  entirety:  (i)  this  Agreement  and  each
representation,  warranty and covenant set forth herein, the Security Agreement,
the  Investor  Registration  Rights  Agreement,  the  Escrow  Agreement,  the
Irrevocable  Transfer Agent Agreement, and the Pledge and Escrow Agreement; (ii)
all  due  diligence  and  other information necessary to verify the accuracy and
completeness  of  such  representations,  warranties  and  covenants;  (iii) the
Company's  Form  10-KSB  for  the  fiscal year ended December 31, 2004; (iv) the
Company's Form 10-QSB for the fiscal quarter ended June 30, 2005 and (v) answers
to  all questions each Buyer submitted to the Company regarding an investment in
the  Company; and each Buyer has relied on the information contained therein and
has  not  been  furnished  any  other  documents,  literature,  memorandum  or
prospectus.

     (j)     Due  Formation of Corporate and Other Buyers.  If the Buyer(s) is a
             --------------------------------------------
corporation,  trust,  partnership  or  other  entity  that  is not an individual
person, it has been formed and validly exists and has not been organized for the
specific  purpose of purchasing the Convertible Debentures and is not prohibited
from  doing  so.

     (k)     No Legal Advice From the Company.  Each Buyer acknowledges, that it
             --------------------------------
had  the  opportunity to review this Agreement and the transactions contemplated
by  this  Agreement  with  his  or  its own legal counsel and investment and tax
advisors.  Each  Buyer is relying solely on such counsel and advisors and not on
any  statements  or representations of the Company or any of its representatives
or  agents  for legal, tax or investment advice with respect to this investment,
the  transactions  contemplated  by this Agreement or the securities laws of any
jurisdiction.

     3.     REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY.
            --------------------------------------------------

     The  Company  represents and warrants to each of the Buyers that, except as
set  forth  in  the  SEC  Documents  (as  defined  herein):

     (a)     Organization  and  Qualification.  The Company and its subsidiaries
             --------------------------------
are  corporations duly organized and validly existing in good standing under the
laws  of the jurisdiction in which they are incorporated, and have the requisite
corporate  power  to  own their properties and to carry on their business as now
being  conducted.  Each of the Company and its subsidiaries is duly qualified as
a  foreign  corporation  to  do  business  and  is  in  good  standing  in every
jurisdiction  in  which  the  nature  of the business conducted by it makes such
qualification  necessary,  except  to  the  extent  that  the  failure  to be so
qualified or be in good standing would not have a material adverse effect on the
Company  and  its  subsidiaries  taken  as  a  whole.

     (b)     Authorization, Enforcement, Compliance with Other Instruments.  (i)
             -------------------------------------------------------------
The  Company  has  the requisite corporate power and authority to enter into and
perform this Agreement, the Security Agreement, the Investor Registration Rights
Agreement,  the  Irrevocable Transfer Agent Agreement, the Escrow Agreement, the
Pledge  and  Escrow  Agreement, the Warrants of even date herewith issued by the
Company  to  the Buyer and any related agreements (collectively the "Transaction
                                                                     -----------
Documents") and to issue the Convertible Debentures and the Conversion Shares in
---------
accordance with the terms hereof and thereof, (ii) the execution and delivery of
the  Transaction  Documents  by  the  Company  and the consummation by it of the


                                      EX-57
<PAGE>

transactions contemplated hereby and thereby, including, without limitation, the
issuance  of  the  Convertible  Debentures  the  Conversion  Shares  and  the
reservation for issuance and the issuance of the Conversion Shares issuable upon
conversion or exercise thereof, have been duly authorized by the Company's Board
of Directors and no further consent or authorization is required by the Company,
its Board of Directors or its stockholders, (iii) the Transaction Documents have
been  duly executed and delivered by the Company, (iv) the Transaction Documents
constitute  the valid and binding obligations of the Company enforceable against
the Company in accordance with their terms, except as such enforceability may be
limited  by  general  principles of equity or applicable bankruptcy, insolvency,
reorganization,  moratorium,  liquidation  or  similar  laws  relating  to,  or
affecting  generally,  the  enforcement  of creditors' rights and remedies.  The
authorized  officer  of the Company executing the Transaction Documents knows of
no  reason  why  the  Company cannot file the registration statement as required
under the Investor Registration Rights Agreement or perform any of the Company's
other  obligations  under  such  documents.

     (c)     Capitalization.  As of the date hereof the authorized capital stock
             --------------
of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001
and  5,000,000 shares of Preferred Stock, par value $0.0001 ("Preferred Stock").
                                                              ---------------
As  of  August  18,  2005,  104,390,721  shares  of Common Stock were issued and
7,100,722  shares  of  Common  Stock were issued and outstanding for unexchanged
shares  of  CanOnline  Global Media, Inc. and zero shares of Preferred Stock are
issued and outstanding.  All of such outstanding shares have been validly issued
and  are fully paid and nonassessable.  Except as disclosed in the SEC Documents
(as  defined  in  Section  3(f)),  no  shares  of  Common  Stock  are subject to
preemptive  rights  or  any  other  similar  rights or any liens or encumbrances
suffered or permitted by the Company.  Except as disclosed in the SEC Documents,
as  of  the  date  of  this  Agreement,  (i)  there  are no outstanding options,
warrants,  scrip,  rights to subscribe to, calls or commitments of any character
whatsoever  relating to, or securities or rights convertible into, any shares of
capital  stock  of  the  Company  or  any  of  its  subsidiaries,  or contracts,
commitments,  understandings  or arrangements by which the Company or any of its
subsidiaries  is or may become bound to issue additional shares of capital stock
of the Company or any of its subsidiaries or options, warrants, scrip, rights to
subscribe  to,  calls or commitments of any character whatsoever relating to, or
securities  or  rights  convertible  into,  any  shares  of capital stock of the
Company  or  any  of its subsidiaries, (ii) except as otherwise disclosed in the
SEC  Documents,  there are no outstanding debt securities and (iii) there are no
agreements or arrangements under which the Company or any of its subsidiaries is
obligated  to  register the sale of any of their securities under the Securities
Act  (except  pursuant to the Registration Rights Agreement) and (iv) except for
the letter dated July 8, 2005, there are no outstanding comment letters from the
SEC  or  any  other  regulatory  agency.  There are no securities or instruments
containing  anti-dilution  or  similar  provisions that will be triggered by the
issuance  of  the  Convertible  Debentures  as described in this Agreement.  The
Company  has  furnished  to  the  Buyer true and correct copies of the Company's
Articles  of  Incorporation, as amended and as in effect on the date hereof (the
"Articles  of  Incorporation"),  and  the Company's By-laws, as in effect on the
 ---------------------------
date hereof (the "By-laws"), and the terms of all securities convertible into or
                  -------
exercisable  for  Common Stock and the material rights of the holders thereof in
respect  thereto  other  than stock options issued to employees and consultants.


                                      EX-58
<PAGE>

     (d)     Issuance  of  Securities.  The  Convertible  Debentures  are  duly
             ------------------------
authorized and, upon issuance in accordance with the terms hereof, shall be duly
issued, fully paid and nonassessable, are free from all taxes, liens and charges
with  respect  to  the  issue  thereof.  The  Conversion  Shares  issuable  upon
conversion  of the Convertible Debentures have been duly authorized and reserved
for  issuance.  Upon  conversion  or exercise in accordance with the Convertible
Debentures  the  Conversion  Shares  will  be  duly  issued,  fully  paid  and
nonassessable.

     (e)     No  Conflicts.  The  execution,  delivery  and  performance  of the
             -------------
Transaction  Documents by the Company and the consummation by the Company of the
transactions  contemplated  hereby  will  not  (i)  result in a violation of the
Articles  of  Incorporation,  any certificate of designations of any outstanding
series of preferred stock of the Company or the By-laws or (ii) conflict with or
constitute  a  default  (or  an event which with notice or lapse of time or both
would  become  a  default)  under,  or give to others any rights of termination,
amendment,  acceleration  or  cancellation  of,  any  agreement,  indenture  or
instrument to which the Company or any of its subsidiaries is a party, or result
in  a  violation  of  any  law,  rule,  regulation,  order,  judgment  or decree
(including  federal  and state securities laws and regulations and the rules and
regulations  of  The  National  Association  of  Securities  Dealers  Inc.'s OTC
Bulletin Board on which the Common Stock is quoted) applicable to the Company or
any  of its subsidiaries or by which any property or asset of the Company or any
of  its  subsidiaries  is  bound  or  affected.  Neither  the  Company  nor  its
subsidiaries  is in violation of any term of or in default under its Articles of
Incorporation  or  By-laws  or  their  organizational  charter  or  by-laws,
respectively,  or  any  material  contract,  agreement,  mortgage, indebtedness,
indenture,  instrument,  judgment,  decree  or  order  or  any  statute, rule or
regulation  applicable  to the Company or its subsidiaries.  The business of the
Company  and its subsidiaries is not being conducted, and shall not be conducted
in  violation  of any material law, ordinance, or regulation of any governmental
entity.  Except  as  specifically contemplated by this Agreement and as required
under  the  Securities Act and any applicable state securities laws, the Company
is  not  required  to obtain any consent, authorization or order of, or make any
filing or registration with, any court or governmental agency in order for it to
execute, deliver or perform any of its obligations under or contemplated by this
Agreement  or  the  Registration  Rights  Agreement in accordance with the terms
hereof  or  thereof.  All  consents,  authorizations,  orders,  filings  and
registrations  which the Company is required to obtain pursuant to the preceding
sentence  have  been  obtained  or effected on or prior to the date hereof.  The
Company  and  its  subsidiaries  are unaware of any facts or circumstance, which
might  give  rise  to  any  of  the  foregoing.

     (f)     SEC  Documents:  Financial  Statements.  Since January 1, 2003, the
             --------------------------------------
Company  has filed all reports, schedules, forms, statements and other documents
required  to  be  filed  by it with the SEC under the Securities Exchange Act of
1934,  as  amended (the "Exchange Act") (all of the foregoing filed prior to the
                         ------------
date  hereof  or amended after the date hereof and all exhibits included therein
and  financial  statements  and  schedules thereto and documents incorporated by
reference  therein,  being hereinafter referred to as the "SEC Documents").  The
                                                           -------------
Company  has delivered to the Buyers or their representatives, or made available
through  the  SEC's  website at http://www.sec.gov., true and complete copies of
the  SEC  Documents.  As  of their respective dates, the financial statements of
the Company disclosed in the SEC Documents (the "Financial Statements") complied
                                                 --------------------
as  to form in all material respects with applicable accounting requirements and
the  published  rules  and  regulations  of  the SEC with respect thereto.  Such


                                      EX-59
<PAGE>

financial  statements  have  been prepared in accordance with generally accepted
accounting principles, consistently applied, during the periods involved (except
(i)  as  may  be  otherwise  indicated in such Financial Statements or the notes
thereto, or (ii) in the case of unaudited interim statements, to the extent they
may  exclude  footnotes  or  may be condensed or summary statements) and, fairly
present in all material respects the financial position of the Company as of the
dates  thereof  and the results of its operations and cash flows for the periods
then  ended  (subject,  in  the case of unaudited statements, to normal year-end
audit  adjustments).  No  other  information  provided  by  or  on behalf of the
Company  to  the  Buyer  which  is not included in the SEC Documents, including,
without  limitation,  information  referred  to  in this Agreement, contains any
untrue  statement  of  a  material  fact  or  omits  to  state any material fact
necessary  in  order  to  make  the  statements  therein,  in  the  light of the
circumstances  under  which  they  were  made,  not  misleading.

     (g)     10(b)-5.  The SEC Documents do not include any untrue statements of
             -------
material fact, nor do they omit to state any material fact required to be stated
therein  necessary  to  make  the statements made, in light of the circumstances
under  which  they  were  made,  not  misleading.

     (h)     Absence  of  Litigation.  There  is  no  action,  suit, proceeding,
             -----------------------
inquiry  or  investigation  before  or  by  any  court, public board, government
agency,  self-regulatory  organization  or body pending against or affecting the
Company,  the  Common  Stock  or  any  of the Company's subsidiaries, wherein an
unfavorable decision, ruling or finding would (i) have a material adverse effect
on  the  transactions  contemplated hereby (ii) adversely affect the validity or
enforceability  of,  or  the  authority or ability of the Company to perform its
obligations  under,  this Agreement or any of the documents contemplated herein,
or (iii) have a material adverse effect on the business, operations, properties,
financial  condition  or  results  of  operations  of  the  Company  and  its
subsidiaries  taken  as  a  whole.

     (i)     Acknowledgment  Regarding  Buyer's  Purchase  of  the  Convertible
             ------------------------------------------------------------------
Debentures.  The  Company  acknowledges  and  agrees that the Buyer(s) is acting
----------
solely  in  the  capacity  of  an  arm's  length  purchaser with respect to this
Agreement  and  the  transactions  contemplated  hereby.  The  Company  further
acknowledges that the Buyer(s) is not acting as a financial advisor or fiduciary
of  the  Company (or in any similar capacity) with respect to this Agreement and
the transactions contemplated hereby and any advice given by the Buyer(s) or any
of  their respective representatives or agents in connection with this Agreement
and  the  transactions  contemplated hereby is merely incidental to such Buyer's
purchase  of  the  Convertible Debentures or the Conversion Shares.  The Company
further  represents  to the Buyer that the Company's decision to enter into this
Agreement has been based solely on the independent evaluation by the Company and
its  representatives.

     (j)     No  General  Solicitation.  Neither  the  Company,  nor  any of its
             -------------------------
affiliates,  nor  any  person  acting on its or their behalf, has engaged in any
form  of  general  solicitation  or  general  advertising (within the meaning of
Regulation  D  under the Securities Act) in connection with the offer or sale of
the  Convertible  Debentures  or  the  Conversion  Shares.

     (k)     No  Integrated  Offering.  Neither  the  Company,  nor  any  of its
             ------------------------
affiliates,  nor  any  person  acting  on  its  or their behalf has, directly or


                                      EX-60
<PAGE>

indirectly,  made any offers or sales of any security or solicited any offers to
buy  any  security,  under  circumstances that would require registration of the
Convertible  Debentures  or  the  Conversion  Shares under the Securities Act or
cause this offering of the Convertible Debentures or the Conversion Shares to be
integrated  with  prior  offerings by the Company for purposes of the Securities
Act.

     (l)     Employee  Relations.  Neither  the  Company  nor  any  of  its
             -------------------
subsidiaries  is  involved  in  any  labor  dispute nor, to the knowledge of the
Company or any of its subsidiaries, is any such dispute threatened.  None of the
Company's  or its subsidiaries' employees is a member of a union and the Company
and its subsidiaries believe that their relations with their employees are good.

     (m)     Intellectual Property Rights.  The Company and its subsidiaries own
             ----------------------------
or  possess  adequate  rights  or  licenses  to use all trademarks, trade names,
service  marks,  service  mark  registrations,  service  names,  patents, patent
rights,  copyrights,  inventions,  licenses,  approvals,  governmental
authorizations,  trade  secrets and rights necessary to conduct their respective
businesses  as  now conducted.  The Company and its subsidiaries do not have any
knowledge  of  any infringement by the Company or its subsidiaries of trademark,
trade  name  rights,  patents,  patent rights, copyrights, inventions, licenses,
service  names, service marks, service mark registrations, trade secret or other
similar  rights  of  others,  and,  to  the knowledge of the Company there is no
claim,  action  or proceeding being made or brought against, or to the Company's
knowledge,  being  threatened against, the Company or its subsidiaries regarding
trademark,  trade  name,  patents, patent rights, invention, copyright, license,
service  names, service marks, service mark registrations, trade secret or other
infringement;  and  the Company and its subsidiaries are unaware of any facts or
circumstances  which  might  give  rise  to  any  of  the  foregoing.

     (n)     Environmental  Laws.  The  Company  and its subsidiaries are (i) in
             -------------------
compliance  with  any  and all applicable foreign, federal, state and local laws
and  regulations  relating  to  the  protection  of human health and safety, the
environment  or  hazardous  or  toxic  substances  or  wastes,  pollutants  or
contaminants ("Environmental Laws"), (ii) have received all permits, licenses or
               ------------------
other  approvals required of them under applicable Environmental Laws to conduct
their  respective  businesses  and  (iii)  are  in compliance with all terms and
conditions  of  any  such  permit,  license  or  approval.

     (o)     Title.  Any  real  property  and facilities held under lease by the
             -----
Company  and  its  subsidiaries  are  held  by  them under valid, subsisting and
enforceable leases with such exceptions as are not material and do not interfere
with  the use made and proposed to be made of such property and buildings by the
Company  and  its  subsidiaries.

     (p)     Insurance.  The Company and each of its subsidiaries are insured by
             ---------
insurers  of  recognized  financial responsibility against such losses and risks
and  in  such  amounts  as  management of the Company believes to be prudent and
customary  in  the  businesses  in  which  the  Company and its subsidiaries are
engaged.  Neither  the  Company  nor  any  such  subsidiary has been refused any
insurance  coverage  sought  or applied for and neither the Company nor any such
subsidiary  has  any  reason  to  believe  that it will not be able to renew its
existing  insurance  coverage  as  and  when  such coverage expires or to obtain
similar  coverage  from  similar  insurers  as  may be necessary to continue its
business at a cost that would not materially and adversely affect the condition,


                                      EX-61
<PAGE>

financial  or  otherwise, or the earnings, business or operations of the Company
and  its  subsidiaries,  taken  as  a  whole.

     (q)     Regulatory  Permits.  The  Company and its subsidiaries possess all
             -------------------
material  certificates,  authorizations  and  permits  issued by the appropriate
federal,  state  or  foreign  regulatory  authorities necessary to conduct their
respective  businesses,  and  neither  the  Company  nor any such subsidiary has
received any notice of proceedings relating to the revocation or modification of
any  such  certificate,  authorization  or  permit.

     (r)     Internal  Accounting  Controls.  The  Company  and  each  of  its
             ------------------------------
subsidiaries  maintain  a  system  of internal accounting controls sufficient to
provide  reasonable  assurance  that (i) transactions are executed in accordance
with  management's  general  or  specific  authorizations, (ii) transactions are
recorded  as  necessary  to  permit  preparation  of  financial  statements  in
conformity  with  generally accepted accounting principles and to maintain asset
accountability,  and  (iii) the recorded amounts for assets is compared with the
existing  assets  at  reasonable  intervals and appropriate action is taken with
respect  to  any  differences.

     (s)     No  Material Adverse Breaches, etc.  Neither the Company nor any of
             ----------------------------------
its  subsidiaries  is  subject  to  any  charter,  corporate  or  other  legal
restriction,  or  any  judgment,  decree, order, rule or regulation which in the
judgment  of  the  Company's officers has or is expected in the future to have a
material  adverse  effect  on  the  business,  properties, operations, financial
condition,  results  of  operations  or  prospects  of  the  Company  or  its
subsidiaries.  Except  as  disclosed in the Disclosure Schedule (the "Disclosure
                                                                      ----------
Schedule")  attached  hereto  as  Exhibit  G, neither the Company nor any of its
--------
subsidiaries  is  in  breach  of  any contract or agreement which breach, in the
judgment  of  the  Company's  officers,  has  or  is expected to have a material
adverse  effect  on  the  business, properties, operations, financial condition,
results  of  operations  or  prospects  of  the  Company  or  its  subsidiaries.

     (t)     Tax  Status.  The Company and each of its subsidiaries has made and
             -----------
filed  all  federal  and  state  income  and  all other tax returns, reports and
declarations required by any jurisdiction to which it is subject and (unless and
only  to  the extent that the Company and each of its subsidiaries has set aside
on  its  books  provisions reasonably adequate for the payment of all unpaid and
unreported  taxes)  has  paid  all  taxes and other governmental assessments and
charges  that  are  material  in  amount,  shown or determined to be due on such
returns,  reports  and  declarations, except those being contested in good faith
and  has set aside on its books provision reasonably adequate for the payment of
all  taxes  for periods subsequent to the periods to which such returns, reports
or declarations apply.  There are no unpaid taxes in any material amount claimed
to  be  due by the taxing authority of any jurisdiction, and the officers of the
Company  know  of  no  basis  for  any  such  claim.

     (u)     Certain  Transactions.  Except  for  arm's  length  transactions
             ---------------------
pursuant  to which the Company makes payments in the ordinary course of business
upon  terms  no  less favorable than the Company could obtain from third parties
and  other  than the grant of stock options disclosed in the SEC Documents, none
of  the officers, directors, or employees of the Company is presently a party to
any transaction with the Company (other than for services as employees, officers
and directors), including any contract, agreement or other arrangement providing
for  the  furnishing  of  services  to  or  by,  providing for rental of real or


                                      EX-62
<PAGE>

personal  property  to  or  from, or otherwise requiring payments to or from any
officer,  director  or  such  employee  or, to the knowledge of the Company, any
corporation,  partnership, trust or other entity in which any officer, director,
or  any  such  employee  has  a substantial interest or is an officer, director,
trustee  or  partner.

     (v)     Fees  and Rights of First Refusal.  The Company is not obligated to
             ---------------------------------
offer  the  securities  offered  hereunder  on a right of first refusal basis or
otherwise  to any third parties including, but not limited to, current or former
shareholders  of  the  Company,  underwriters,  brokers,  agents  or other third
parties.

     4.     COVENANTS.

     (a)     Best  Efforts.  Each  party  shall  use  its best efforts to timely
             -------------
satisfy  each  of the conditions to be satisfied by it as provided in Sections 6
and  7  of  this  Agreement.

     (b)     Form  D.  The  Company  agrees to file a Form D with respect to the
             -------
Conversion  Shares  as required under Regulation D and to provide a copy thereof
to  each  Buyer promptly after such filing.  The Company shall, on or before the
Closing  Date,  take  such  action  as the Company shall reasonably determine is
necessary  to  qualify  the  Conversion  Shares,  or obtain an exemption for the
Conversion  Shares  for  sale  to  the  Buyers  at  the Closing pursuant to this
Agreement  under  applicable  securities or "Blue Sky" laws of the states of the
United  States,  and  shall  provide evidence of any such action so taken to the
Buyers  on  or  prior  to  the  Closing  Date.

     (c)     Reporting  Status.  Until  the  earlier of (i) the date as of which
             -----------------
the  Buyer(s) may sell all of the Conversion Shares without restriction pursuant
to  Rule  144(k) promulgated under the Securities Act (or successor thereto), or
(ii)  the  date  on  which  (A)  the Buyer(s) shall have sold all the Conversion
Shares  and  (B)  none  of  the  Convertible  Debentures  are  outstanding  (the
"Registration  Period"),  the  Company shall file in a timely manner all reports
         ------------
required  to  be  filed  with  the  SEC  pursuant  to  the  Exchange Act and the
regulations  of  the  SEC   thereunder,  and the Company shall not terminate its
status  as an issuer required to file reports under the Exchange Act even if the
Exchange Act or the rules and regulations thereunder would otherwise permit such
termination.

     (d)     Use  of  Proceeds.  The Company will use the proceeds from the sale
             -----------------
of  the  Convertible  Debentures  for  general  corporate  and  working  capital
purposes.

     (e)     Reservation  of  Shares.  The  Company  shall  take  all  action
             -----------------------
reasonably  necessary  to  at  all  times  have authorized, and reserved for the
purpose of issuance, such number of shares of Common Stock as shall be necessary
to  effect  the  issuance  of the Conversion Shares.  If at any time the Company
does  not  have available such shares of Common Stock as shall from time to time
be  sufficient  to  effect  the  conversion of all of the Conversion Shares, the
Company  shall call and hold a special meeting of the shareholders within thirty
(30)  days  of such occurrence, for the sole purpose of increasing the number of
shares authorized.  The Company's management shall recommend to the shareholders
to  vote in favor of increasing the number of shares of Common Stock authorized.
Management  shall  also vote all of its shares in favor of increasing the number
of  authorized  shares  of  Common  Stock.


                                      EX-63
<PAGE>

     (f)     Listings  or  Quotation.  The  Company  shall  promptly  secure the
             -----------------------
listing  or  quotation  of  the  Conversion Shares upon each national securities
exchange,  automated  quotation system or The National Association of Securities
Dealers  Inc.'s  Over-The-Counter  Bulletin  Board ("OTCBB") or other market, if
                                                     -----
any,  upon  which  shares  of Common Stock are then listed or quoted (subject to
official notice of issuance) and shall use its best efforts to maintain, so long
as  any  other  shares  of  Common Stock shall be so listed, such listing of all
Conversion  Shares from time to time issuable under the terms of this Agreement.
The Company shall maintain the Common Stock's authorization for quotation on the
OTCBB.

     (g)     Fees  and  Expenses.
             -------------------

     (i)     Each  of  the  Company  and  the  Buyer(s)  shall pay all costs and
expenses  incurred  by  such  party  in  connection  with  the  negotiation,
investigation, preparation, execution and delivery of the Transaction Documents.
The  Company  shall  pay  Yorkville  Advisors  Management LLC a fee equal to One
Hundred  Thirty  Thousand  Dollars  ($130,000).

     (ii)     The  Company  shall  pay  a  structuring fee to Yorkville Advisors
Management, LLC of Fifteen Thousand ($15,000), which shall be paid directly from
the  proceeds  of  the  First  Closing.

     (iii)     The  Company  shall  issue to the Buyer (A) a warrant to purchase
Five  Million  (5,000,000) shares of the Company's Common Stock  for a period of
five  (5)  years  at  an  exercise  price  of $0.075 per share, (B) a warrant to
purchase  Ten  Million  (10,000,000) shares of the Company's Common Stock  for a
period  of  five  (5)  years  at an exercise price of $0.06 per share, and (C) a
warrant  to  purchase  Ten  Million  (10,000,000) shares of the Company's Common
Stock  for  a  period  of five (5) years at an exercise price of $0.05 per share
(all  the  shares  of Common Stock underlying the warrants in this Section shall
collectively  be referred to as the "Warrant Shares").  The Warrant Shares shall
                                     --------------
have  "piggy-back"  and  demand  registration  rights.

     (h)     Corporate  Existence.  So long as any of the Convertible Debentures
             --------------------
remain  outstanding, the Company shall not directly or indirectly consummate any
merger,  reorganization,  restructuring, reverse stock split consolidation, sale
of  all  or substantially all of the Company's assets or any similar transaction
or  related  transactions  (each  such  transaction, an "Organizational Change")
                                                         ---------------------
unless,  prior to the consummation an Organizational Change, the Company obtains
the  written  consent  of  each  Buyer.  In any such case, the Company will make
appropriate  provision  with  respect  to  such holders' rights and interests to
insure that the provisions of this Section 4(h) will thereafter be applicable to
the  Convertible  Debentures.

     (i)     Transactions  With  Affiliates.  So  long  as  any  Convertible
             ------------------------------
Debentures  are  outstanding, the Company shall not, and shall cause each of its
subsidiaries  not  to,  enter  into,  amend, modify or supplement, or permit any
subsidiary  to  enter  into,  amend,  modify  or  supplement  any  agreement,
transaction,  commitment,  or  arrangement  with  any of its or any subsidiary's
officers,  directors,  person  who were officers or directors at any time during
the  previous two (2) years, stockholders who beneficially own five percent (5%)
or  more  of  the  Common  Stock,  or  Affiliates (as defined below) or with any
individual  related  by  blood,  marriage, or adoption to any such individual or
with  any entity in which any such entity or individual owns a five percent (5%)


                                      EX-64
<PAGE>

or  more  beneficial interest (each a "Related Party"), except for (a) customary
                                       -------------
employment  arrangements  and  benefit  programs  on  reasonable  terms, (b) any
investment  in  an  Affiliate  of  the Company,  (c) any agreement, transaction,
commitment,  or  arrangement  on an arms-length basis on terms no less favorable
than  terms  which  would  have  been  obtainable  from a person other than such
Related  Party, (d) any agreement, transaction, commitment, or arrangement which
is  approved  by  a  majority of the disinterested directors of the Company; for
purposes  hereof,  any  director  who  is  also an officer of the Company or any
subsidiary  of the Company shall not be a disinterested director with respect to
any  such  agreement,  transaction, commitment, or arrangement.  "Affiliate" for
                                                                  ---------
purposes  hereof  means, with respect to any person or entity, another person or
entity  that, directly or indirectly, (i) has a ten percent (10%) or more equity
interest  in  that  person  or entity, (ii) has ten percent (10%) or more common
ownership  with  that person or entity, (iii) controls that person or entity, or
(iv)  shares common control with that person or entity.  "Control" or "controls"
                                                          -------      --------
for  purposes  hereof  means  that  a  person or entity has the power, direct or
indirect,  to  conduct  or  govern  the  policies  of  another person or entity.

     (j)     Transfer  Agent.  The  Company  covenants  and  agrees that, in the
             ---------------
event  that  the Company's agency relationship with the transfer agent should be
terminated  for  any  reason  prior  to  a date which is two (2) years after the
Closing  Date,  the  Company  shall immediately appoint a new transfer agent and
shall  require  that the new transfer agent execute and agree to be bound by the
terms  of  the  Irrevocable  Transfer  Agent  Instructions  (as defined herein).

     (k)     Restriction  on  Issuance  of  the  Capital  Stock.  So long as any
             --------------------------------------------------
Convertible Debentures are outstanding, the Company shall not, without the prior
written  consent  of  the Buyer(s), which shall not be unreasonably withheld (i)
issue or sell shares of Common Stock or Preferred Stock without consideration or
for  a  consideration  per  share  less  than  the bid price of the Common Stock
determined  immediately  prior  to its issuance, (ii) issue any warrant, option,
right, contract, call, or other security instrument granting the holder thereof,
the  right  to acquire Common Stock without consideration or for a consideration
less  than  such  Common Stock's Bid Price value determined immediately prior to
it's  issuance,  (iii)  enter into any security instrument granting the holder a
security  interest  in  any  and  all  assets  of  the Company, or (iv) file any
registration  statement  on  Form S-8.  Notwithstanding the foregoing, the above
restriction shall not apply to only those holders of the Company's stock options
contained in the Stock Option Grants (the "Stock Option Grants") attached hereto
                                           -------------------
as  Exhibit  F.

     (l)     Neither  the  Buyer(s) nor any of its affiliates have an open short
position  in  the  Common  Stock of the Company, and the Buyer(s) agrees that it
shall  not,  and  that  it will cause its affiliates not to, engage in any short
sales of or hedging transactions with respect to the Common Stock as long as any
Convertible  Debenture  or  warrants to purchase the Warrant Shares shall remain
outstanding.

     (m)     Rights  of  First  Refusal.  So  long as any portion of Convertible
             --------------------------
Debentures  are  outstanding, if the Company intends to raise additional capital
by  the  issuance  or  sale  of  capital stock of the Company, including without
limitation  shares  of  any class of common stock, any class of preferred stock,
options, warrants or any other securities convertible or exercisable into shares


                                      EX-65
<PAGE>

of  common stock (whether the offering is conducted by the Company, underwriter,
placement  agent  or any third party) the Company shall be obligated to offer to
the  Buyers  such issuance or sale of capital stock, by providing in writing the
principal  amount  of  capital  it  intends to raise and outline of the material
terms  of  such  capital  raise,  prior to the offering such issuance or sale of
capital  stock  to  any  third parties including, but not limited to, current or
former officers or directors, current or former shareholders and/or investors of
the  obligor,  underwriters, brokers, agents or other third parties.  The Buyers
shall  have  ten  (10)  business days from receipt of such notice of the sale or
issuance  of  capital stock to accept or reject all or a portion of such capital
raising  offer.

     5.     TRANSFER  AGENT  INSTRUCTIONS.
            -----------------------------

     (a)     The Company shall issue the Irrevocable Transfer Agent Instructions
to  its  transfer  agent  irrevocably  appointing  David  Gonzalez,  Esq. as the
Company's  agent  for  purpose  of having certificates issued, registered in the
name  of  the  Buyer(s)  or its respective nominee(s), for the Conversion Shares
representing  such  amounts  of Convertible Debentures as specified from time to
time  by  the  Buyer(s)  to  the  Company  upon  conversion  of  the Convertible
Debentures, for interest owed pursuant to the Convertible Debenture, and for any
and all Liquidated Damages (as this term is defined in the Investor Registration
Rights  Agreement).  David  Gonzalez,  Esq.  shall  be  paid a cash fee of Fifty
Dollars  ($50)  for every occasion they act pursuant to the Irrevocable Transfer
Agent Instructions.  The Company shall not change its transfer agent without the
express  written  consent of the Buyer(s), which may be withheld by the Buyer(s)
in  its  sole  discretion.  Prior to registration of the Conversion Shares under
the  Securities  Act,  all  such  certificates shall bear the restrictive legend
specified  in  Section  2(g)  of  this  Agreement.  The Company warrants that no
instruction  other  than the Irrevocable Transfer Agent Instructions referred to
in this Section 5, and stop transfer instructions to give effect to Section 2(g)
hereof  (in  the  case  of  the  Conversion Shares prior to registration of such
shares  under  the  Securities Act) will be given by the Company to its transfer
agent  and  that the Conversion Shares shall otherwise be freely transferable on
the  books  and  records  of  the  Company as and to the extent provided in this
Agreement  and  the  Investor  Registration  Rights  Agreement.  Nothing in this
Section  5  shall  affect  in  any  way the Buyer's obligations and agreement to
comply with all applicable securities laws upon resale of Conversion Shares.  If
the Buyer(s) provides the Company with an opinion of counsel, in form, scope and
substance  customary  for  opinions of counsel in comparable transactions to the
effect  that  registration  of a resale by the Buyer(s) of any of the Conversion
Shares  is  not  required under the Securities Act, the Company shall within two
(2)  business days instruct its transfer agent to issue one or more certificates
in  such  name and in such denominations as specified by the Buyer.  The Company
acknowledges  that  a  breach  by  it  of  its  obligations hereunder will cause
irreparable  harm  to  the  Buyer  by  vitiating  the  intent and purpose of the
transaction contemplated hereby.  Accordingly, the Company acknowledges that the
remedy  at  law  for  a  breach  of its obligations under this Section 5 will be
inadequate  and  agrees,  in  the  event of a breach or threatened breach by the
Company  of  the  provisions  of  this  Section  5,  that  the Buyer(s) shall be
entitled,  in  addition  to  all  other  available  remedies,  to  an injunction
restraining  any  breach  and requiring immediate issuance and transfer, without
the  necessity  of  showing economic loss and without any bond or other security
being  required.


                                      EX-66
<PAGE>

     6.     CONDITIONS  TO  THE  COMPANY'S  OBLIGATION  TO  SELL.
            ----------------------------------------------------

     The  obligation  of the Company hereunder to issue and sell the Convertible
Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or
before  the  Closing  Dates,  of each of the following conditions, provided that
these  conditions  are  for  the Company's sole benefit and may be waived by the
Company  at  any  time  in  its  sole  discretion:

     (a)     Each  Buyer  shall  have  executed  the  Transaction  Documents and
delivered  them  to  the  Company.

     (b)     The  Buyer(s) shall have delivered to the Escrow Agent the Purchase
Price for Convertible Debentures in respective amounts as set forth next to each
Buyer  as outlined on Schedule I attached hereto and the Escrow Agent shall have
delivered  the  net  proceeds  to  the  Company  by wire transfer of immediately
available  U.S. funds pursuant to the wire instructions provided by the Company.

     (c)     The  representations  and  warranties of the Buyer(s) shall be true
and  correct  in  all  material  respects as of the date when made and as of the
Closing  Dates  as  though  made  at  that  time (except for representations and
warranties  that  speak  as  of  a  specific  date), and the Buyer(s) shall have
performed,  satisfied  and complied in all material respects with the covenants,
agreements  and conditions required by this Agreement to be performed, satisfied
or  complied  with  by  the  Buyer(s)  at  or  prior  to  the  Closing  Dates.

     7.     CONDITIONS  TO  THE  BUYER'S  OBLIGATION  TO  PURCHASE.
            ------------------------------------------------------

     (a)     The  obligation  of  the  Buyer(s)  hereunder  to  purchase  the
Convertible  Debentures  at the First Closing is subject to the satisfaction, at
or  before  the  First  Closing  Date,  of  each  of  the  following conditions:

     (i)     The  Company  shall  have  executed  the  Transaction Documents and
delivered  the  same  to  the  Buyer(s).

     (ii)     The  Common  Stock shall be authorized for quotation on the OTCBB,
trading  in  the  Common Stock shall not have been suspended for any reason, and
all  the  Conversion  Shares  issuable  upon  the  conversion of the Convertible
Debentures  shall  be  approved  by  the  OTCBB.

     (iii)     The  representations  and warranties of the Company shall be true
and  correct  in  all  material  respects (except to the extent that any of such
representations and warranties is already qualified as to materiality in Section
3  above,  in  which case, such representations and warranties shall be true and
correct  without  further  qualification) as of the date when made and as of the
Closing  Date  as  though  made  at  that  time  (except for representations and
warranties  that  speak  as  of  a  specific  date)  and  the Company shall have
performed,  satisfied  and complied in all material respects with the covenants,
agreements  and conditions required by this Agreement to be performed, satisfied
or  complied  with by the Company at or prior to the Closing Date.  If requested
by  the  Buyer,  the  Buyer  shall  have received a certificate, executed by the
President  of the Company, dated as of the Closing Date, to the foregoing effect
and  as  to  such  other  matters  as  may  be reasonably requested by the Buyer
including,  without  limitation  an  update as of the Closing Date regarding the
representation  contained  in  Section  3(c)  above.


                                      EX-67
<PAGE>

     (iv)     The  Company shall have executed and delivered to the Buyer(s) the
Convertible  Debentures  in  the  respective  amounts  set  forth  opposite each
Buyer(s)  name  on  Schedule  I  attached  hereto.

     (v)     The  Buyer(s)  shall  have  received  an  opinion  of  counsel from
McGuireWoods,  LLP  in  a  form  satisfactory  to  the  Buyer(s).

     (vi)     The  Company  shall have provided to the Buyer(s) a certificate of
good standing from the secretary of state from the state in which the company is
incorporated.

     (vii)     The  Company shall have filed a form UCC-1 or such other forms as
may  be  required  to  perfect  the  Buyer's interest in the Pledged Property as
detailed  in  the Security Agreement dated the date hereof and provided proof of
such  filing  to  the  Buyer(s).

     (viii)     The Company shall have delivered to the Escrow Agent the Pledged
Shares  as  well  as  executed and medallion guaranteed stock powers as required
pursuant  to  the  Pledge  and  Escrow  Agreement.

     (ix)     The  Company  shall have provided to the Buyer an acknowledgement,
to  the  satisfaction  of  the  Buyer,  from the Company's independent certified
public  accountants  as to its ability to provide all consents required in order
to  file  a  registration  statement  in  connection  with  this  transaction.

     (x)     The  Company shall have reserved out of its authorized and unissued
Common  Stock,  solely  for  the  purpose  of  effecting  the  conversion of the
Convertible  Debentures,  shares of Common Stock to effect the conversion of all
of  the  Conversion  Shares  then  outstanding.

     (xi)     The Irrevocable Transfer Agent Instructions, in form and substance
satisfactory  to  the  Buyer,  shall  have been delivered to and acknowledged in
writing  by  the  Company's  transfer  agent.

     (b)     The  obligation of the Buyer(s) hereunder to accept the Convertible
Debentures  at  the  Second Closing is subject to the satisfaction, at or before
the  Second  Closing  Date,  of  each  of  the  following  conditions:

     (i)     The  Common  Stock  shall be authorized for quotation on the OTCBB,
trading  in  the  Common Stock shall not have been suspended for any reason, and
all  the  Conversion  Shares  issuable  upon  the  conversion of the Convertible
Debentures  shall  be  approved  by  the  OTCBB.

     (ii)     The  representations  and  warranties of the Company shall be true
and  correct  in  all  material  respects (except to the extent that any of such
representations and warranties is already qualified as to materiality in Section
3  above,  in  which case, such representations and warranties shall be true and
correct  without  further  qualification) as of the date when made and as of the
Second  Closing Date as though made at that time (except for representations and
warranties  that  speak  as  of  a  specific  date)  and  the Company shall have
performed,  satisfied  and complied in all material respects with the covenants,


                                      EX-68
<PAGE>

agreements  and conditions required by this Agreement to be performed, satisfied
or  complied  with  by  the  Company at or prior to the Second Closing Date.  If
requested by the Buyer, the Buyer shall have received a certificate, executed by
two  officers  of  the  Company,  dated  as  of  the Second Closing Date, to the
foregoing  effect and as to such other matters as may be reasonably requested by
the  Buyer including, without limitation an update as of the Second Closing Date
regarding  the  representation  contained  in  Section  3(c)  above.

     (iii)     The Company shall have executed and delivered to the Buyer(s) the
Convertible  Debentures  in  the  respective  amounts  set  forth  opposite each
Buyer(s)  name  on  Schedule  I  attached  hereto.

     (iv)     The  Company  shall have increased its number of authorized shares
of  Common  Stock to a number satisfactory to the Buyers in its sole discretion.

     (v)     The  Company shall have certified that all conditions to the Second
Closing  have  been  satisfied  and  that the Company will file the Registration
Statement  with the SEC in compliance with the rules and regulations promulgated
by  the  SEC  for filing thereof two (2) business days after the Second Closing.
If requested by the Buyer, the Buyer shall have received a certificate, executed
by  the two officers of the Company, dated as of the Second Closing Date, to the
foregoing  effect.  The  Buyers have no obligation to fund at the Second Closing
if  the  Company  has  filed  the  Registration  Statement.

     (vi)     No  default  or  event  of  default  shall have occurred under any
Transaction  Document.

     (c)     The  obligation of the Buyer(s) hereunder to accept the Convertible
Debentures at the Third Closing is subject to the satisfaction, at or before the
Third  Closing  Date,  of  each  of  the  following  conditions:

     (i)     The  Common  Stock  shall be authorized for quotation on the OTCBB,
trading  in  the  Common Stock shall not have been suspended for any reason, and
all  the  Conversion  Shares  issuable  upon  the  conversion of the Convertible
Debentures  shall  be  approved  by  the  OTCBB.

     (ii)     The  representations  and  warranties of the Company shall be true
and  correct  in  all  material  respects (except to the extent that any of such
representations and warranties is already qualified as to materiality in Section
3  above,  in  which case, such representations and warranties shall be true and
correct  without  further  qualification) as of the date when made and as of the
Third  Closing  Date as though made at that time (except for representations and
warranties  that  speak  as  of  a  specific  date)  and  the Company shall have
performed,  satisfied  and complied in all material respects with the covenants,
agreements  and conditions required by this Agreement to be performed, satisfied
or  complied  with  by  the  Company  at or prior to the Third Closing Date.  If
requested by the Buyer, the Buyer shall have received a certificate, executed by
two  officers  of  the  Company,  dated  as  of  the  Third Closing Date, to the
foregoing  effect and as to such other matters as may be reasonably requested by


                                      EX-69
<PAGE>

the  Buyer  including, without limitation an update as of the Third Closing Date
regarding  the  representation  contained  in  Section  3(c)  above.

     (iii)     The Company shall have executed and delivered to the Buyer(s) the
Convertible  Debentures  in  the  respective  amounts  set  forth  opposite each
Buyer(s)  name  on  Schedule  I  attached  hereto.

     (iv)     No  default  or  event  of  default  shall have occurred under any
Transaction  Document.

     8.     INDEMNIFICATION.
            ---------------

     (a)     In  consideration  of  the  Buyer's  execution and delivery of this
Agreement  and  acquiring  the  Convertible Debentures and the Conversion Shares
hereunder,  and in addition to all of the Company's other obligations under this
Agreement,  the  Company  shall defend, protect, indemnify and hold harmless the
Buyer(s)  and each other holder of the Convertible Debentures and the Conversion
Shares,  and  all of their officers, directors, employees and agents (including,
without  limitation,  those  retained  in  connection  with  the  transactions
contemplated by this Agreement) (collectively, the "Buyer Indemnitees") from and
                                                    -----------------
against  any  and  all  actions, causes of action, suits, claims, losses, costs,
penalties,  fees,  liabilities and damages, and expenses in connection therewith
(irrespective  of whether any such Buyer Indemnitee is a party to the action for
which  indemnification hereunder is sought), and including reasonable attorneys'
fees  and  disbursements  (the "Indemnified Liabilities"), incurred by the Buyer
                                -----------------------
Indemnitees or any of them as a result of, or arising out of, or relating to (a)
any  misrepresentation  or  breach of any representation or warranty made by the
Company  in  this  Agreement,  the  Convertible  Debentures  or  the  Investor
Registration  Rights  Agreement or any other certificate, instrument or document
contemplated  hereby  or  thereby,  (b) any breach of any covenant, agreement or
obligation  of  the  Company  contained  in  this  Agreement,  or  the  Investor
Registration  Rights  Agreement or any other certificate, instrument or document
contemplated  hereby  or  thereby,  or  (c)  any  cause of action, suit or claim
brought or made against such Indemnitee and arising out of or resulting from the
execution,  delivery,  performance or enforcement of this Agreement or any other
instrument, document or agreement executed pursuant hereto by any of the parties
hereto, any transaction financed or to be financed in whole or in part, directly
or  indirectly,  with the proceeds of the issuance of the Convertible Debentures
or  the  status  of  the  Buyer  or  holder  of  the Convertible Debentures  the
Conversion Shares,  as a Buyer of Convertible Debentures in the Company.  To the
extent  that  the  foregoing undertaking by the Company may be unenforceable for
any  reason,  the Company shall make the maximum contribution to the payment and
satisfaction  of each of the Indemnified Liabilities, which is permissible under
applicable  law.

     (b)     In  consideration  of  the Company's execution and delivery of this
Agreement,  and  in  addition to all of the Buyer's other obligations under this
Agreement,  the  Buyer  shall  defend,  protect, indemnify and hold harmless the
Company  and  all  of  its officers, directors, employees and agents (including,
without  limitation,  those  retained  in  connection  with  the  transactions
contemplated  by  this Agreement) (collectively, the "Company Indemnitees") from
                                                      -------------------


                                      EX-70
<PAGE>

and  against  any and all Indemnified Liabilities incurred by the Indemnitees or
any  of  them  as  a  result  of,  or  arising  out  of,  or relating to (a) any
misrepresentation  or  breach  of  any  representation  or  warranty made by the
Buyer(s)  in  this  Agreement,  instrument  or  document  contemplated hereby or
thereby  executed  by  the  Buyer,  (b) any breach of any covenant, agreement or
obligation  of  the  Buyer(s)  contained  in  this  Agreement,  the  Investor
Registration  Rights  Agreement or any other certificate, instrument or document
contemplated  hereby  or  thereby  executed  by  the  Buyer, or (c) any cause of
action,  suit  or claim brought or made against such Company Indemnitee based on
material  misrepresentations  or  due to a material breach and arising out of or
resulting  from  the  execution,  delivery,  performance  or enforcement of this
Agreement,  the  Investor Registration Rights Agreement or any other instrument,
document or agreement executed pursuant hereto by any of the parties hereto.  To
the extent that the foregoing undertaking by each Buyer may be unenforceable for
any  reason,  each  Buyer shall make the maximum contribution to the payment and
satisfaction  of each of the Indemnified Liabilities, which is permissible under
applicable  law.

     9.     GOVERNING  LAW:  MISCELLANEOUS.
            ------------------------------

     (a)     Governing Law.  This Agreement shall be governed by and interpreted
             -------------
in  accordance  with  the  laws of the State of New Jersey without regard to the
principles  of  conflict  of  laws.  The  parties  further agree that any action
between  them shall be heard in Hudson County, New Jersey, and expressly consent
to  the  jurisdiction  and venue of the Superior Court of New Jersey, sitting in
Hudson  County  and  the  United  States  District Court for the District of New
Jersey  sitting  in  Newark, New Jersey for the adjudication of any civil action
asserted  pursuant  to  this  Paragraph.

     (b)     Counterparts.  This  Agreement  may  be  executed  in  two  or more
             ------------
identical  counterparts,  all  of  which  shall  be  considered one and the same
agreement  and shall become effective when counterparts have been signed by each
party  and  delivered  to  the  other party.  In the event any signature page is
delivered  by  facsimile  transmission,  the  party using such means of delivery
shall  cause  four  (4)  additional  original  executed  signature  pages  to be
physically  delivered  to  the other party within five (5) days of the execution
and  delivery  hereof.

     (c)     Headings.  The  headings  of  this Agreement are for convenience of
             --------
reference  and  shall  not  form  part of, or affect the interpretation of, this
Agreement.

     (d)     Severability.  If  any provision of this Agreement shall be invalid
             ------------
or  unenforceable in any jurisdiction, such invalidity or unenforceability shall
not  affect the validity or enforceability of the remainder of this Agreement in
that  jurisdiction  or  the  validity or enforceability of any provision of this
Agreement  in  any  other  jurisdiction.

     (e)     Entire  Agreement, Amendments.  This Agreement supersedes all other
             -----------------------------
prior  oral  or  written  agreements  between  the  Buyer(s), the Company, their
affiliates  and  persons  acting  on  their  behalf  with respect to the matters
discussed  herein,  and  this  Agreement  and  the instruments referenced herein
contain  the  entire  understanding  of  the parties with respect to the matters
covered  herein  and  therein  and,  except  as specifically set forth herein or
therein,  neither  the Company nor any Buyer makes any representation, warranty,
covenant  or  undertaking  with  respect  to such matters.  No provision of this


                                      EX-71
<PAGE>

Agreement may be waived or amended other than by an instrument in writing signed
by  the  party  to  be  charged  with  enforcement.

     (f)     Notices.  Any  notices,  consents, waivers, or other communications
             -------
required  or  permitted to be given under the terms of this Agreement must be in
writing  and  will  be  deemed  to  have  been  delivered (i) upon receipt, when
delivered personally; (ii) upon confirmation of receipt, when sent by facsimile;
(iii)  three  (3)  days  after being sent by U.S. certified mail, return receipt
requested,  or  (iv)  one  (1)  day  after  deposit with a nationally recognized
overnight  delivery  service,  in  each  case properly addressed to the party to
receive  the  same.  The addresses and facsimile numbers for such communications
shall  be:

If  to  the  Company,  to:     NS8  Corporation
                               600  University  Street  -  Suite  1525
                               Seattle,  WA  98101
                               Attention:  Anthony  Alda
                               Telephone:  (604)  677-6994
                               Facsimile:  (604)  677-7011

With  a  copy  to:             McGuireWoods,  LLP
                               1345  Avenue  of  the  Americas
                               New  York,  NY  10105
                               Attention:  Louis  W.  Zehil,  Esq.
                               Telephone:  (212)  548-2138
                               Facsimile:  (212)  680-2175

     If to the Buyer(s), to its address and facsimile number on Schedule I, with
copies  to  the  Buyer's  counsel  as set forth on Schedule I.  Each party shall
provide  five (5) days' prior written notice to the other party of any change in
address  or  facsimile  number.

     (g)     Successors  and  Assigns.  This Agreement shall be binding upon and
             ------------------------
inure to the benefit of the parties and their respective successors and assigns.
Neither  the  Company nor any Buyer shall assign this Agreement or any rights or
obligations  hereunder  without  the  prior  written  consent of the other party
hereto.

     (h)     No  Third  Party Beneficiaries.  This Agreement is intended for the
             ------------------------------
benefit  of  the  parties  hereto  and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by,  any  other  person.

     (i)     Survival.  Unless  this Agreement is terminated under Section 9(l),
             --------
the  representations and warranties of the Company and the Buyer(s) contained in
Sections 2 and 3, the agreements and covenants set forth in Sections 4, 5 and 9,
and  the  indemnification  provisions  set forth in Section 8, shall survive the
Closing  for  a  period  of  two  (2)  years  following  the  date  on which the
Convertible Debentures are converted in full.  The Buyer(s) shall be responsible
only  for  its  own  representations,  warranties,  agreements  and  covenants
hereunder.


                                      EX-72
<PAGE>

     (j)     Publicity.  The  Company  and  the Buyer(s) shall have the right to
             ---------
approve,  before  issuance  any press release or any other public statement with
respect  to  the  transactions  contemplated hereby made by any party; provided,
however,  that  the Company shall be entitled, without the prior approval of the
Buyer(s),  to issue any press release or other public disclosure with respect to
such  transactions  required  under  applicable  securities  or  other  laws  or
regulations  (the  Company shall use its best efforts to consult the Buyer(s) in
connection  with  any such press release or other public disclosure prior to its
release  and  Buyer(s)  shall  be  provided  with  a  copy  thereof upon release
thereof).

     (k)     Further  Assurances.  Each  party shall do and perform, or cause to
             -------------------
be  done  and performed, all such further acts and things, and shall execute and
deliver  all  such other agreements, certificates, instruments and documents, as
the  other  party  may  reasonably  request in order to carry out the intent and
accomplish  the  purposes  of  this  Agreement  and  the  consummation  of  the
transactions  contemplated  hereby.

     (l)     Termination.  In the event that the Closing shall not have occurred
             -----------
with  respect  to  the  Buyers on or before five (5) business days from the date
hereof due to the Company's or the Buyer's failure to satisfy the conditions set
forth  in Sections 6 and 7 above (and the non-breaching party's failure to waive
such unsatisfied condition(s)), the non-breaching party shall have the option to
terminate  this  Agreement  with respect to such breaching party at the close of
business  on  such  date  without  liability  of  any  party to any other party;
provided,  however, that if this Agreement is terminated by the Company pursuant
to  this  Section  9(l),  the  Company  shall  remain obligated to reimburse the
Buyer(s)  for  the  fees  and  expenses  of  Yorkville  Advisors Management, LLC
described  in  Section  4(g)  above.

     (m)     No  Strict  Construction.  The language used in this Agreement will
             ------------------------
be  deemed  to  be  the  language  chosen by the parties to express their mutual
intent,  and  no rules of strict construction will be applied against any party.



                    [REMAINDER PAGE INTENTIONALLY LEFT BLANK]


                                      EX-73
<PAGE>

     IN  WITNESS WHEREOF, the Buyers and the Company have caused this Securities
Purchase  Agreement  to  be  duly  executed  as of the date first written above.


                                                            COMPANY:
                                                            NS8 CORPORATION

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


                                      EX-74
<PAGE>

                                    EXHIBIT A

                 FORM OF INVESTOR REGISTRATION RIGHTS AGREEMENT
                 ----------------------------------------------



                                      EX-75
<PAGE>

                                    EXHIBIT B

                            FORM OF ESCROW AGREEMENT
                            ------------------------


                                      EX-76
<PAGE>

                                    EXHIBIT C

                               SECURITY AGREEMENT
                               ------------------


                                      EX-77
<PAGE>

                                    EXHIBIT D



                           PLEDGE AND ESCROW AGREEMENT
                           ---------------------------




                                      EX-78
<PAGE>

                                    EXHIBIT E



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


                                      EX-79
<PAGE>

                                    EXHIBIT F



                            THE SUBSIDIARY AGREEMENT
                            ------------------------


                                      EX-80
<PAGE>

                                    EXHIBIT G



                               DISCLOSURE SCHEDULE
                               -------------------


                                      EX-81
<PAGE>

                                    EXHIBIT F



                               DISCLOSURE SCHEDULE
                               -------------------


                                      EX-82
<PAGE>

<TABLE>
<CAPTION>

                                                     SCHEDULE I
                                                     ----------
                                                 SCHEDULE OF BUYERS
                                                 ------------------


                                              Address/Facsimile                  Amount of
Name                                              Signature                   Number of Buyer          Subscription
---------------------------------------  ----------------------------  ------------------------------  -------------

<S>                                      <C>                           <C>                             <C>
Cornell Capital Partners, LP             By:  Yorkville Advisors, LLC  101 Hudson Street - Suite 3700  $   3,163,430
                                         Its:  General Partner         Jersey City, NJ  07302
                                                                       Facsimile:  (201) 985-8266

                                         By: /s/ Mark Angelo
                                             -----------------
                                         Name: Mark Angelo
                                         Its: Portfolio Manager

With a copy to:                          David Gonzalez, Esq.          101 Hudson Street - Suite 3700
                                                                       Jersey City, NJ 07302
                                                                       Facsimile:  (201) 985-8266
</TABLE>


                                      EX-83
<PAGE>