EXHIBIT 10.9

                     INVESTOR REGISTRATION RIGHTS AGREEMENT
                     --------------------------------------

     THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November
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___, 2005, by and among NS8 CORPORATION, a Delaware corporation (the "Company"),
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and  the  undersigned  investors  listed on Schedule I attached hereto (each, an
"Investor"  and  collectively,  the  "Investors").
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WHEREAS:

A.     In  connection  with  the  Securities Purchase Agreement by and among the
parties  hereto of even date herewith (the "Securities Purchase Agreement"), the
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Company  has  agreed,  upon  the  terms  and  subject  to  the conditions of the
Securities  Purchase  Agreement,  to  issue  and  sell  to the Investors secured
convertible debentures (the "Convertible Debentures") which shall be convertible
                             ----------------------
into  that number of shares of the Company's common stock, par value $0.0001 per
share  (the  "Common  Stock"),  pursuant to the terms of the Securities Purchase
              -------------
Agreement  for  an  aggregate  purchase price of up to Three Million One Hundred
Sixty  Three  Thousand  Four  Hundred  Thirty Dollars ($3,163,430).  Capitalized
terms  not  defined  herein  shall  have  the  meaning  ascribed  to them in the
Securities  Purchase  Agreement.

B.     To  induce  the  Investors to execute and deliver the Securities Purchase
Agreement,  the  Company has agreed to provide certain registration rights under
the  Securities  Act  of  1933,  as amended, and the rules and regulations there
under,  or  any  similar successor statute (collectively, the "Securities Act"),
                                                               --------------
and  applicable  state  securities  laws.

NOW,  THEREFORE,  in  consideration  of  the  premises  and the mutual covenants
contained  herein  and  other  good  and valuable consideration, the receipt and
sufficiency  of  which  are  hereby  acknowledged, the Company and the Investors
hereby  agree  as  follows:

     1.     DEFINITIONS.
            -----------

     As  used  in  this  Agreement, the following terms shall have the following
meanings:

     (a)     "Person"  means  a  corporation,  a  limited  liability company, an
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association,  a  partnership,  an  organization,  a  business,  an individual, a
governmental  or  political  subdivision  thereof  or  a  governmental  agency.

     (b)     "Register,"  "registered,"  and  "registration"  refer  to  a
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registration  effected  by  preparing  and  filing  one  or  more  Registration
Statements (as defined below) in compliance with the Securities Act and pursuant
to  Rule  415  under  the  Securities  Act  or  any successor rule providing for
offering  securities  on  a  continuous  or  delayed basis ("Rule 415"), and the
                                                             --------
declaration  or  ordering  of effectiveness of such Registration Statement(s) by
the  United  States  Securities  and  Exchange  Commission  (the  "SEC").
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                                     EX-127
<PAGE>

     (c)     "Registrable  Securities" means the shares of Common Stock issuable
              -----------------------
to  the  Investors upon conversion of the Convertible Debentures pursuant to the
Securities Purchase Agreement and the Warrant Shares (as such term is defined in
the  Securities  Purchase  Agreement.

     (d)     "Registration  Statement"  means a registration statement under the
              -----------------------
Securities  Act  which  covers  the  Registrable  Securities.

     2.     REGISTRATION.
            ------------

     (a)     Subject  to the terms and conditions of this Agreement, the Company
shall prepare and file, no later than thirty (30) days from the date hereof (the
"Scheduled  Filing Deadline"), with the SEC a registration statement on Form S-1
 --------------------------
or  SB-2 (or, if the Company is then eligible, on Form S-3) under the Securities
Act  (the  "Initial  Registration Statement") for the resale by the Investors of
            -------------------------------
the Registrable Securities, which includes at least 350,000,000 shares of Common
Stock  to  be  issued  upon  conversion of the Convertible Debentures along with
25,000,000  shares  of  Common  Stock upon exercise of the Warrants of even date
herewith.  The  Company  shall  cause  the  Registration  Statement  to  remain
effective  until all of the Registrable Securities have been sold.  Prior to the
filing  of  the Registration Statement with the SEC, the Company shall furnish a
copy of the Initial Registration Statement to the Investors for their review and
comment.  The  Investors  shall  furnish  comments  on  the Initial Registration
Statement  to  the  Company within twenty-four (24) hours of the receipt thereof
from  the  Company.

     (b)     Effectiveness  of  the Initial Registration Statement.  The Company
             -----------------------------------------------------
shall  use  its  best  efforts  (i)  to  have the Initial Registration Statement
declared  effective  by  the SEC no later than one hundred five (105) days after
the date hereof (the "Scheduled Effective Deadline") and (ii) to insure that the
                      ----------------------------
Initial Registration Statement and any subsequent Registration Statement remains
in effect until all of the Registrable Securities have been sold, subject to the
terms  and  conditions  of  this  Agreement.  It  shall  be  an event of default
hereunder  if  the  Initial Registration Statement is not filed by the Scheduled
Filling  Deadline  or  declared  effective  by the Scheduled Effective Deadline.

     (c)     Failure  to  File  or  Obtain  Effectiveness  of  the  Registration
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Statement.  In  the  event  the  Registration  Statement  is  not  filed  by the
Scheduled  Filing  Deadline or is not declared effective by the SEC on or before
the  Scheduled  Effective  Deadline,  or if after the Registration Statement has
been  declared  effective  by  the  SEC,  sales  cannot  be made pursuant to the
Registration  Statement  (whether  because of a failure to keep the Registration
Statement  effective,  failure  to disclose such information as is necessary for
sales  to  be  made  pursuant to the Registration Statement, failure to register
sufficient  shares  of  Common Stock or otherwise then as partial relief for the
damages  to  any holder of Registrable Securities by reason of any such delay in
or reduction of its ability to sell the underlying shares of Common Stock (which
remedy  shall  not  be exclusive of any other remedies at law or in equity), the
Company will pay as liquidated damages (the "Liquidated Damages") to the holder,
                                             ------------------
at  the  holder's option, either a cash amount or shares of the Company's Common
Stock  within  three  (3)  business  days,  after demand therefore, equal to two
percent  (2%)  of the liquidated value of the Convertible Debentures outstanding
as Liquidated Damages for each thirty (30) day period after the Scheduled Filing
Deadline  or  the  Scheduled  Effective  Date  as  the  case  may  be.


                                     EX-128
<PAGE>

     (d)     Liquidated  Damages.  The  Company  and  the  Investor  hereto
             -------------------
acknowledge  and  agree  that the sums payable under subsection 2(c) above shall
constitute liquidated damages and not penalties and are in addition to all other
rights  of  the  Investor,  including  the right to call a default.  The parties
further acknowledge that (i) the amount of loss or damages likely to be incurred
is  incapable  or is difficult to precisely estimate, (ii) the amounts specified
in  such  subsections  bear a reasonable relationship to, and are not plainly or
grossly  disproportionate  to,  the  probable  loss  likely  to  be  incurred in
connection  with  any  failure  by  the  Company  to  obtain  or  maintain  the
effectiveness  of  a  Registration  Statement,  (iii) one of the reasons for the
Company  and  the  Investor  reaching  an  agreement  as to such amounts was the
uncertainty and cost of litigation regarding the question of actual damages, and
(iv)  the  Company  and the Investor are sophisticated business parties and have
been  represented  by  sophisticated  and able legal counsel and negotiated this
Agreement  at  arm's  length.

     3.     RELATED  OBLIGATIONS.
            --------------------

     (a)     The  Company  shall  keep  the  Registration  Statement  effective
pursuant  to  Rule  415  at all times until the date on which the Investor shall
have  sold all the Registrable Securities covered by such Registration Statement
(the  "Registration  Period"),  which  Registration  Statement  (including  any
       --------------------
amendments  or supplements thereto and prospectuses contained therein) shall not
contain any untrue statement of a material fact or omit to state a material fact
required  to  be stated therein, or necessary to make the statements therein, in
light  of  the  circumstances  in  which  they  were  made,  not  misleading.

     (b)     The  Company  shall  prepare  and file with the SEC such amendments
(including  post-effective  amendments)  and  supplements  to  a  Registration
Statement  and  the  prospectus  used  in  connection  with  such  Registration
Statement,  which  prospectus  is  to  be filed pursuant to Rule 424 promulgated
under  the  Securities  Act,  as  may  be  necessary  to  keep such Registration
Statement  effective  at  all  times during the Registration Period, and, during
such  period,  comply  with the provisions of the Securities Act with respect to
the  disposition  of  all  Registrable Securities of the Company covered by such
Registration  Statement  until  such  time as all of such Registrable Securities
shall  have  been  disposed  of  in  accordance  with  the  intended  methods of
disposition  by  the seller or sellers thereof as set forth in such Registration
Statement.  In  the  case  of  amendments  and  supplements  to  a  Registration
Statement  which  are required to be filed pursuant to this Agreement (including
pursuant  to  this  Section  3(b)) by reason of the Company's filing a report on
Form  10-KSB,  Form  10-QSB  or  Form  8-K  or  any  analogous  report under the
Securities  Exchange  Act  of 1934, as amended (the "Exchange Act"), the Company
                                                     ------------
shall  incorporate  such report by reference into the Registration Statement, if
applicable,  or  shall  file  such amendments or supplements with the SEC on the
same day on which the Exchange Act report is filed which created the requirement
for  the  Company  to  amend  or  supplement  the  Registration  Statement.

     (c)     The  Company  shall  furnish  to  each  Investor  whose Registrable
Securities  are  included  in any Registration Statement, without charge, (i) at
least  one  (1) copy of such Registration Statement as declared effective by the
SEC  and any amendment(s) thereto, including financial statements and schedules,
all  documents  incorporated  therein  by  reference,  all  exhibits  and  each
preliminary prospectus, (ii) ten (10) copies of the final prospectus included in
such  Registration Statement and all amendments and supplements thereto (or such
other  number  of copies as such Investor may reasonably request) and (iii) such


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<PAGE>

other  documents  as  such  Investor may reasonably request from time to time in
order  to facilitate the disposition of the Registrable Securities owned by such
Investor.

     (d)     The  Company shall use its best efforts to (i) register and qualify
the  Registrable Securities covered by a Registration Statement under such other
securities  or "blue sky" laws of such jurisdictions in the United States as any
Investor reasonably requests, (ii) prepare and file in those jurisdictions, such
amendments  (including  post-effective  amendments)  and  supplements  to  such
registrations  and  qualifications  as  may  be  necessary  to  maintain  the
effectiveness  thereof  during  the  Registration  Period, (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in
effect  at  all  times  during  the Registration Period, and (iv) take all other
actions  reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, that the Company shall not be
required  in  connection  therewith  or  as  a condition thereto to (w) make any
change  to  its articles of incorporation or by-laws, (x) qualify to do business
in  any jurisdiction where it would not otherwise be required to qualify but for
this  Section  3(d),  (y)  subject  itself  to  general  taxation  in  any  such
jurisdiction,  or  (z)  file a general consent to service of process in any such
jurisdiction.  The  Company  shall  promptly  notify  each  Investor  who  holds
Registrable  Securities  of  the receipt by the Company of any notification with
respect  to  the  suspension  of the registration or qualification of any of the
Registrable  Securities  for sale under the securities or "blue sky" laws of any
jurisdiction  in  the  United  States  or  its  receipt  of actual notice of the
initiation  or  threat  of  any  proceeding  for  such  purpose.

     (e)     As  promptly  as  practicable after becoming aware of such event or
development,  the Company shall notify each Investor in writing of the happening
of  any  event  as  a  result of which the prospectus included in a Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omission  to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made,  not  misleading  (provided that in no event shall such notice contain any
material, nonpublic information), and promptly prepare a supplement or amendment
to such Registration Statement to correct such untrue statement or omission, and
deliver  ten  (10) copies of such supplement or amendment to each Investor.  The
Company  shall  also  promptly  notify  each  Investor  in  writing  (i)  when a
prospectus  or  any  prospectus  supplement or post-effective amendment has been
filed,  and  when  a  Registration Statement or any post-effective amendment has
become  effective (notification of such effectiveness shall be delivered to each
Investor  by  facsimile  on  the  same  day  of such effectiveness), (ii) of any
request  by the SEC for amendments or supplements to a Registration Statement or
related prospectus or related information, and (iii) of the Company's reasonable
determination  that a post-effective amendment to a Registration Statement would
be  appropriate.

     (f)     The  Company  shall use its best efforts to prevent the issuance of
any stop order or other suspension of effectiveness of a Registration Statement,
or  the suspension of the qualification of any of the Registrable Securities for
sale  in  any  jurisdiction  within the United States of America and, if such an
order  or  suspension  is  issued,  to  obtain  the  withdrawal of such order or
suspension at the earliest possible moment and to notify each Investor who holds
Registrable  Securities  being  sold  of  the  issuance  of  such  order and the
resolution  thereof  or its receipt of actual notice of the initiation or threat
of  any  proceeding  for  such  purpose.


                                     EX-130
<PAGE>

     (g)     At  the  reasonable  request  of  any  Investor,  the Company shall
furnish  to  such Investor, on the date of the effectiveness of the Registration
Statement  and  thereafter  from  time  to time on such dates as an Investor may
reasonably request (i) a letter, dated such date, from the Company's independent
certified  public  accountants  in form and substance as is customarily given by
independent  certified  public  accountants  to  underwriters in an underwritten
public  offering,  and  (ii)  an  opinion,  dated  as  of  such date, of counsel
representing  the  Company for purposes of such Registration Statement, in form,
scope  and substance as is customarily given in an underwritten public offering,
addressed  to  the  Investors.

     (h)     The Company shall make available for inspection by (i) any Investor
and  (ii)  one (1) firm of accountants or other agents retained by the Investors
(collectively,  the "Inspectors") all pertinent financial and other records, and
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pertinent  corporate  documents and properties of the Company (collectively, the
"Records"), as shall be reasonably deemed necessary by each Inspector, and cause
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the  Company's officers, directors and employees to supply all information which
any  Inspector  may  reasonably  request; provided, however, that each Inspector
shall  agree,  and each Investor hereby agrees, to hold in strict confidence and
shall  not  make  any  disclosure  (except to an Investor) or use  any Record or
other information which the Company determines in good faith to be confidential,
and  of  which  determination  the  Inspectors  are  so notified, unless (a) the
disclosure  of  such  Records is necessary to avoid or correct a misstatement or
omission  in  any  Registration  Statement  or  is  otherwise required under the
Securities  Act, (b) the release of such Records is ordered pursuant to a final,
non-appealable  subpoena  or  order from a court or government body of competent
jurisdiction,  or  (c)  the  information in such Records has been made generally
available  to  the  public  other than by disclosure in violation of this or any
other  agreement  of  which  the Inspector and the Investor has knowledge.  Each
Investor  agrees that it shall, upon learning that disclosure of such Records is
sought  in  or  by  a  court  or  governmental body of competent jurisdiction or
through other means, give prompt notice to the Company and allow the Company, at
its  expense,  to  undertake  appropriate action to prevent disclosure of, or to
obtain  a  protective  order  for,  the  Records  deemed  confidential.

     (i)     The Company shall hold in confidence and not make any disclosure of
information concerning an Investor provided to the Company unless (i) disclosure
of  such  information  is  necessary  to comply with federal or state securities
laws, (ii) the disclosure of such information is necessary to avoid or correct a
misstatement  or  omission  in  any Registration Statement, (iii) the release of
such  information  is  ordered  pursuant  to  a  subpoena  or  other  final,
non-appealable  order  from  a  court  or  governmental  body  of  competent
jurisdiction,  or (iv) such information has been made generally available to the
public  other  than  by  disclosure  in violation of this Agreement or any other
agreement.  The  Company  agrees that it shall, upon learning that disclosure of
such  information  concerning  an  Investor  is  sought  in  or  by  a  court or
governmental  body of competent jurisdiction or through other means, give prompt
written  notice  to  such  Investor  and  allow such Investor, at the Investor's
expense,  to undertake appropriate action to prevent disclosure of, or to obtain
a  protective  order  for,  such  information.

     (j)     The  Company  shall  use  its  best efforts either to cause all the
Registrable  Securities  covered by a Registration Statement (i) to be listed on
each  securities exchange on which securities of the same class or series issued
by  the  Company  are  then  listed,  if any, if the listing of such Registrable
Securities  is  then  permitted  under  the  rules  of such exchange or (ii) the


                                     EX-131
<PAGE>

inclusion  for quotation on the National Association of Securities Dealers, Inc.
OTC  Bulletin  Board for such Registrable Securities.  The Company shall pay all
fees  and  expenses  in  connection  with  satisfying  its obligation under this
Section  3(j).

     (k)     The Company shall cooperate with the Investors who hold Registrable
Securities being offered and, to the extent applicable, to facilitate the timely
preparation  and  delivery  of certificates (not bearing any restrictive legend)
representing the Registrable Securities to be offered pursuant to a Registration
Statement  and  enable such certificates to be in such denominations or amounts,
as  the  case  may be, as the Investors may reasonably request and registered in
such  names  as  the  Investors  may  request.

     (l)     The  Company  shall  use  its best efforts to cause the Registrable
Securities  covered  by  the  applicable Registration Statement to be registered
with  or  approved  by such other governmental agencies or authorities as may be
necessary  to  consummate  the  disposition  of  such  Registrable  Securities.

     (m)     The  Company shall make generally available to its security holders
as soon as practical, but not later than ninety (90) days after the close of the
period  covered  thereby,  an  earnings  statement  (in  form complying with the
provisions  of  Rule  158 under the Securities Act) covering a twelve (12) month
period  beginning  not  later than the first day of the Company's fiscal quarter
next  following  the  effective  date  of  the  Registration  Statement.

     (n)     The Company shall otherwise use its best efforts to comply with all
applicable  rules and regulations of the SEC in connection with any registration
hereunder.

     (o)     Within  two  (2) business days after a Registration Statement which
covers  Registrable  Securities  is  declared  effective by the SEC, the Company
shall  deliver, and shall cause legal counsel for the Company to deliver, to the
transfer  agent  for  such  Registrable Securities (with copies to the Investors
whose  Registrable  Securities  are  included  in  such  Registration Statement)
confirmation that such Registration Statement has been declared effective by the
SEC  in  the  form  attached  hereto  as  Exhibit  A.
                                          ----------

     (p)     The  Company  shall  take all other reasonable actions necessary to
expedite  and  facilitate disposition by the Investors of Registrable Securities
pursuant  to  a  Registration  Statement.

     4.     OBLIGATIONS  OF  THE  INVESTORS.
            -------------------------------

     Each  Investor  agrees that, upon receipt of any notice from the Company of
the  happening  of  any event of the kind described in Section 3(f) or the first
sentence  of  3(e),  such  Investor  will immediately discontinue disposition of
Registrable  Securities  pursuant to any Registration Statement(s) covering such
Registrable  Securities  until  such  Investor's  receipt  of  the copies of the
supplemented  or  amended  prospectus contemplated by Section 3(e) or receipt of
notice that no supplement or amendment is required.  Notwithstanding anything to
the  contrary,  the Company shall cause its transfer agent to deliver unlegended
certificates  for  shares  of  Common  Stock  to  a transferee of an Investor in
accordance  with  the  terms  of the Securities Purchase Agreement in connection
with  any  sale  of Registrable Securities with respect to which an Investor has
entered  into  a  contract  for sale prior to the Investor's receipt of a notice


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from  the Company of the happening of any event of the kind described in Section
3(f)  or  the  first  sentence  of  3(e)  and for which the Investor has not yet
settled.

     5.     EXPENSES  OF  REGISTRATION.
            --------------------------

     All  expenses  incurred  in  connection  with  registrations,  filings  or
qualifications  pursuant to Sections 2 and 3, including, without limitation, all
registration,  listing  and  qualifications fees, printers, legal and accounting
fees  shall  be  paid  by  the  Company.

     6.     INDEMNIFICATION.
            ---------------

     With respect to Registrable Securities which are included in a Registration
Statement  under  this  Agreement:

     (a)     To  the  fullest  extent  permitted  by  law, the Company will, and
hereby  does,  indemnify, hold harmless and defend each Investor, the directors,
officers,  partners,  employees, agents, representatives of, and each Person, if
any,  who  controls any Investor within the meaning of the Securities Act or the
Exchange  Act  (each,  an  "Indemnified  Person"),  against  any losses, claims,
                            -------------------
damages,  liabilities,  judgments,  fines, penalties, charges, costs, reasonable
attorneys'  fees,  amounts  paid  in  settlement  or  expenses, joint or several
(collectively,  "Claims")  incurred in investigating, preparing or defending any
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action, claim, suit, inquiry, proceeding, investigation or appeal taken from the
foregoing  by  or  before  any  court  or  governmental, administrative or other
regulatory  agency,  body  or the SEC, whether pending or threatened, whether or
not  an  indemnified party is or may be a party thereto ("Indemnified Damages"),
                                                          -------------------
to  which  any  of them may become subject insofar as such Claims (or actions or
proceedings,  whether  commenced or threatened, in respect thereof) arise out of
or  are  based  upon:  (i) any untrue statement or alleged untrue statement of a
material  fact  in  a  Registration  Statement  or  any post-effective amendment
thereto  or  in  any  filing  made  in  connection with the qualification of the
offering  under  the  securities or other "blue sky" laws of any jurisdiction in
which Registrable Securities are offered ("Blue Sky Filing"), or the omission or
                                           ---------------
alleged  omission  to  state  a  material  fact required to be stated therein or
necessary  to  make  the  statements  therein  not  misleading;  (ii) any untrue
statement  or alleged untrue statement of a material fact contained in any final
prospectus  (as  amended  or  supplemented,  if  the Company files any amendment
thereof  or supplement thereto with the SEC) or the omission or alleged omission
to  state  therein  any  material  fact  necessary  to  make the statements made
therein,  in  light of the circumstances under which the statements therein were
made, not misleading; or (iii) any violation or alleged violation by the Company
of  the  Securities  Act,  the  Exchange  Act, any other law, including, without
limitation,  any  state  securities  law,  or any rule or regulation there under
relating  to  the  offer  or  sale  of  the Registrable Securities pursuant to a
Registration  Statement  (the matters in the foregoing clauses (i) through (iii)
being,  collectively,  "Violations").  The Company shall reimburse the Investors
                        ----------
and  each such controlling person promptly as such expenses are incurred and are
due  and  payable,  for  any  legal  fees  or  disbursements or other reasonable
expenses incurred by them in connection with investigating or defending any such
Claim.  Notwithstanding  anything  to  the  contrary  contained  herein,  the
indemnification agreement contained in this Section 6(a): (x) shall not apply to
a  Claim by an Indemnified Person arising out of or based upon a Violation which
occurs  in reliance upon and in conformity with information furnished in writing
to  the  Company by such Indemnified Person expressly for use in connection with
the  preparation  of the Registration Statement or any such amendment thereof or


                                     EX-133
<PAGE>

supplement thereto; (y) shall not be available to the extent such Claim is based
on  a  failure  of  the  Investor  to  deliver  or  to cause to be delivered the
prospectus  made  available  by  the Company, if such prospectus was timely made
available  by  the  Company pursuant to Section 3(c); and (z) shall not apply to
amounts  paid  in settlement of any Claim if such settlement is effected without
the  prior  written  consent  of  the  Company,  which  consent  shall  not  be
unreasonably  withheld.  Such  indemnity  shall  remain in full force and effect
regardless  of  any investigation made by or on behalf of the Indemnified Person
and  shall  survive  the transfer of the Registrable Securities by the Investors
pursuant  to  Section  9  hereof.

     (b)     In  connection  with a Registration Statement, each Investor agrees
to  severally  and  not jointly indemnify, hold harmless and defend, to the same
extent and in the same manner as is set forth in Section 6(a), the Company, each
of  its  directors,  each of its officers, employees, representatives, or agents
and  each  Person,  if  any,  who controls the Company within the meaning of the
Securities  Act  or  the Exchange Act (each an "Indemnified Party"), against any
                                                -----------------
Claim  or Indemnified Damages to which any of them may become subject, under the
Securities  Act,  the  Exchange  Act  or  otherwise,  insofar  as  such Claim or
Indemnified Damages arise out of or is based upon any Violation, in each case to
the  extent, and only to the extent, that such Violation occurs in reliance upon
and  in  conformity  with  written  information furnished to the Company by such
Investor  expressly for use in connection with such Registration Statement; and,
subject  to  Section  6(d),  such  Investor  will  reimburse  any legal or other
expenses  reasonably  incurred  by  them  in  connection  with  investigating or
defending  any  such  Claim;  provided,  however,  that  the indemnity agreement
contained  in  this  Section 6(b) and the agreement with respect to contribution
contained  in  Section  7  shall  not apply to amounts paid in settlement of any
Claim  if  such settlement is effected without the prior written consent of such
Investor,  which  consent shall not be unreasonably withheld; provided, further,
however, that the Investor shall be liable under this Section 6(b) for only that
amount  of a Claim or Indemnified Damages as does not exceed the net proceeds to
such Investor as a result of the sale of Registrable Securities pursuant to such
Registration  Statement.  Such  indemnity  shall remain in full force and effect
regardless  of  any investigation made by or on behalf of such Indemnified Party
and  shall  survive  the transfer of the Registrable Securities by the Investors
pursuant  to  Section  9.  Notwithstanding  anything  to  the contrary contained
herein,  the  indemnification  agreement  contained  in  this  Section 6(b) with
respect  to  any  prospectus  shall  not inure to the benefit of any Indemnified
Party  if  the  untrue  statement  or omission of material fact contained in the
prospectus  was corrected and such new prospectus was delivered to each Investor
prior  to  such  Investor's  use  of  the prospectus to which the Claim relates.

     (c)     Promptly  after  receipt  by  an  Indemnified Person or Indemnified
Party  under  this  Section  6  of  notice  of the commencement of any action or
proceeding  (including any governmental action or proceeding) involving a Claim,
such  Indemnified  Person  or  Indemnified  Party  shall,  if a Claim in respect
thereof  is  to  be  made  against  any indemnifying party under this Section 6,
deliver  to the indemnifying party a written notice of the commencement thereof,
and  the  indemnifying party shall have the right to participate in, and, to the
extent  the  indemnifying  party so desires, jointly with any other indemnifying
party  similarly  noticed, to assume control of the defense thereof with counsel
mutually  satisfactory  to  the indemnifying party and the Indemnified Person or
the  Indemnified  Party,  as  the  case  may  be;  provided,  however,  that  an
Indemnified  Person  or Indemnified Party shall have the right to retain its own
counsel  with  the  fees  and expenses of not more than one (1) counsel for such


                                     EX-134
<PAGE>

Indemnified  Person  or  Indemnified Party to be paid by the indemnifying party,
if, in the reasonable opinion of counsel retained by the indemnifying party, the
representation  by  such  counsel of the Indemnified Person or Indemnified Party
and  the  indemnifying  party  would be inappropriate due to actual or potential
differing  interests  between  such  Indemnified Person or Indemnified Party and
any other party represented by such counsel in such proceeding.  The Indemnified
Party or Indemnified Person shall cooperate fully with the indemnifying party in
connection  with  any  negotiation or defense of any such action or claim by the
indemnifying  party  and shall furnish to the indemnifying party all information
reasonably  available  to  the  Indemnified  Party  or  Indemnified Person which
relates  to  such  action  or  claim.  The  indemnifying  party  shall  keep the
Indemnified  Party  or  Indemnified Person fully apprised at all times as to the
status  of  the defense or any settlement negotiations with respect thereto.  No
indemnifying  party  shall  be liable for any settlement of any action, claim or
proceeding  effected  without its prior written consent; provided, however, that
the  indemnifying  party shall not unreasonably withhold, delay or condition its
consent.  No  indemnifying party shall, without the prior written consent of the
Indemnified  Party  or  Indemnified  Person, consent to entry of any judgment or
enter  into  any  settlement  or  other  compromise which does not include as an
unconditional  term  thereof  the  giving  by  the claimant or plaintiff to such
Indemnified  Party  or  Indemnified  Person  of  a release from all liability in
respect  to such claim or litigation.  Following indemnification as provided for
hereunder,  the  indemnifying  party  shall  be  subrogated to all rights of the
Indemnified Party or Indemnified Person with respect to all third parties, firms
or  corporations relating to the matter for which indemnification has been made.
The  failure  to  deliver  written  notice  to  the  indemnifying party within a
reasonable  time  of  the commencement of any such action shall not relieve such
indemnifying  party  of  any  liability to the Indemnified Person or Indemnified
Party  under this Section 6, except to the extent that the indemnifying party is
prejudiced  in  its  ability  to  defend  such  action.

     (d)     The  indemnification  required  by  this Section 6 shall be made by
periodic  payments  of the amount thereof during the course of the investigation
or  defense, as and when bills are received or Indemnified Damages are incurred.

     (e)     The  indemnity  agreements contained herein shall be in addition to
(i) any cause of action or similar right of the Indemnified Party or Indemnified
Person  against  the  indemnifying party or others, and (ii) any liabilities the
indemnifying  party  may  be  subject  to  pursuant  to  the  law.

     7.     CONTRIBUTION.
            ------------

     To the extent any indemnification by an indemnifying party is prohibited or
limited  by  law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section
6  to  the  fullest  extent  permitted  by law; provided, however, that:  (i) no
seller  of Registrable Securities guilty of fraudulent misrepresentation (within
the  meaning  of  Section  11(f)  of  the  Securities  Act) shall be entitled to
contribution  from  any  seller  of Registrable Securities who was not guilty of
fraudulent misrepresentation; and (ii) contribution by any seller of Registrable
Securities  shall be limited in amount to the net amount of proceeds received by
such  seller  from  the  sale  of  such  Registrable  Securities.


                                     EX-135
<PAGE>

     8.     REPORTS  UNDER  THE  EXHANGE  ACT.
            ---------------------------------

     With  a  view to making available to the Investors the benefits of Rule 144
promulgated  under  the  Securities Act or any similar rule or regulation of the
SEC  that may at any time permit the Investors to sell securities of the Company
to  the  public  without  registration  ("Rule  144")  the  Company  agrees  to:
                                          ---------

     (a)     make  and  keep  public  information  available, as those terms are
understood  and  defined  in  Rule  144;

     (b)     file  with  the  SEC  in  a  timely  manner  all  reports and other
documents  required of the Company under the Securities Act and the Exchange Act
so long as the Company remains subject to such requirements (it being understood
that  nothing herein shall limit the Company's obligations under Section 4(c) of
the  Securities  Purchase  Agreement)  and  the filing of such reports and other
documents  as  are  required  by  the  applicable  provisions  of  Rule 144; and

     (c)     furnish  to each Investor so long as such Investor owns Registrable
Securities,  promptly  upon request, (i) a written statement by the Company that
it  has complied with the reporting requirements of Rule 144, the Securities Act
and  the Exchange Act, (ii) a copy of the most recent annual or quarterly report
of the Company and such other reports and documents so filed by the Company, and
(iii)  such  other  information  as  may  be  reasonably requested to permit the
Investors  to  sell  such  securities pursuant to Rule 144 without registration.

     9.     AMENDMENT  OF  REGISTRATION  RIGHTS.
            -----------------------------------

     Provisions  of this Agreement may be amended and the observance thereof may
be waived (either generally or in a particular instance and either retroactively
or  prospectively),  only  with the written consent of the Company and Investors
who  then  hold  at  least  two-thirds (2/3) of the Registrable Securities.  Any
amendment  or waiver effected in accordance with this Section 9 shall be binding
upon each Investor and the Company.  No such amendment shall be effective to the
extent  that  it  applies  to  fewer  than all of the holders of the Registrable
Securities.  No consideration shall be offered or paid to any Person to amend or
consent  to  a  waiver or modification of any provision of any of this Agreement
unless  the  same  consideration  also  is offered to all of the parties to this
Agreement.

     10.     MISCELLANEOUS.
             -------------

     (a)     A  Person  is  deemed  to  be  a  holder  of Registrable Securities
whenever  such  Person  owns  or  is  deemed  to  own of record such Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two  (2)  or  more Persons with respect to the same Registrable
Securities,  the  Company  shall  act  upon the basis of instructions, notice or
election  received  from  the  registered  owner of such Registrable Securities.

     (b)     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 receipt, when sent by facsimile (provided confirmation of
transmission is mechanically or electronically generated and kept on file by the


                                     EX-136
<PAGE>

sending  party);  or  (iii) one (1) business 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  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  an  Investor,  to  its  address  and facsimile number on the Schedule of
Investors attached hereto, with copies to such Investor's representatives as set
forth  on  the  Schedule  of Investors or to such other address and/or facsimile
number  and/or  to the attention of such other person as the recipient party has
specified by written notice given to each other party five (5) days prior to the
effectiveness  of such change.  Written confirmation of receipt (A) given by the
recipient  of  such  notice,  consent,  waiver  or  other  communication,  (B)
mechanically  or  electronically  generated  by  the  sender's facsimile machine
containing  the time, date, recipient facsimile number and an image of the first
page  of  such  transmission  or  (C) provided by a courier or overnight courier
service  shall  be rebuttable evidence of personal service, receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with  clause  (i),  (ii)  or  (iii)  above,  respectively.

     (c)     Failure  of  any  party  to exercise any right or remedy under this
Agreement  or otherwise, or delay by a party in exercising such right or remedy,
shall  not  operate  as  a  waiver  thereof.

     (d)     The  laws  of  the  State  of  New  Jersey  shall govern all issues
concerning  the  relative  rights  of  the  Company  and  the  Investors  as its
stockholders.  All  other  questions  concerning  the  construction,  validity,
enforcement  and  interpretation  of  this  Agreement  shall  be governed by the
internal laws of the State of New Jersey, without giving effect to any choice of
law  or conflict of law provision or rule (whether of the State of New Jersey or
any  other  jurisdiction)  that  would  cause the application of the laws of any
jurisdiction  other than the State of New Jersey.  Each party hereby irrevocably
submits to the non-exclusive jurisdiction of the Superior Courts of the State of
New  Jersey,  sitting  in  Hudson  County, New Jersey and federal courts for the
District  of  New Jersey sitting Newark, New Jersey, for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated
hereby  or  discussed  herein,  and hereby irrevocably waives, and agrees not to
assert  in  any  suit, action or proceeding, any claim that it is not personally
subject  to  the  jurisdiction  of  any  such  court,  that such suit, action or
proceeding  is  brought in an inconvenient forum or that the venue of such suit,


                                     EX-137
<PAGE>

action or proceeding is improper.  Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action
or  proceeding  by  mailing a copy thereof to such party at the address for such
notices to it under this Agreement and agrees that such service shall constitute
good  and  sufficient  service of process and notice thereof.  Nothing contained
herein  shall  be  deemed  to limit in any way any right to serve process in any
manner permitted by law.  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.  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT  IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF  ANY  DISPUTE  HEREUNDER  OR  IN  CONNECTION  HEREWITH OR ARISING OUT OF THIS
AGREEMENT  OR  ANY  TRANSACTION  CONTEMPLATED  HEREBY.

     (e)     This  Agreement,  the  Irrevocable Transfer Agent Instructions, the
Securities  Purchase  Agreement  and related documents including the Convertible
Debenture  and  the  Escrow  Agreement  dated  the  date hereof by and among the
Company,  the  Investors set forth on the Schedule of Investors attached hereto,
and  David  Gonzalez,  Esq.  (the "Escrow Agreement") and the Security Agreement
                                   ----------------
dated the date hereof (the "Security Agreement") constitute the entire agreement
                            ------------------
among  the parties hereto with respect to the subject matter hereof and thereof.
There  are  no  restrictions,  promises,  warranties or undertakings, other than
those  set  forth  or  referred  to  herein  and  therein.  This  Agreement, the
Irrevocable  Transfer  Agent Instructions, the Securities Purchase Agreement and
related  documents including the Convertible Debenture, the Escrow Agreement and
the  Security  Agreement supersede all prior agreements and understandings among
the  parties  hereto  with  respect  to  the  subject matter hereof and thereof.

     (f)     This  Agreement  shall  inure to the benefit of and be binding upon
the  permitted  successors  and  assigns  of  each  of  the  parties  hereto.

     (g)     The  headings  in  this  Agreement are for convenience of reference
only  and  shall  not  limit  or  otherwise  affect  the  meaning  hereof.

     (h)     This  Agreement  may be executed in identical counterparts, each of
which  shall be deemed an original but all of which shall constitute one and the
same  agreement.  This  Agreement, once executed by a party, may be delivered to
the  other  party  hereto  by facsimile transmission of a copy of this Agreement
bearing  the  signature  of  the  party  so  delivering  this  Agreement.

     (i)     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.

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.

     (j)     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.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                     EX-138
<PAGE>

     IN  WITNESS  WHEREOF,  the  parties  have caused this Investor Registration
Rights  Agreement  to  be  duly executed as of day and year first above written.

                                                            COMPANY:
                                                            NS8 CORPORATION

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


                                     EX-139
<PAGE>

                                   SCHEDULE I
                                   ----------

                              SCHEDULE OF INVESTORS
                              ---------------------

<TABLE>
<CAPTION>
                                                                            Address/Facsimile
Name                                              Signature                 Number of Investors
---------------------------------------  ----------------------------  ------------------------------
<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

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

</TABLE>


                                     EX-140
<PAGE>

                                    EXHIBIT A

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

Attention:

Re:     NS8  CORPORATION
        ----------------

Ladies  and  Gentlemen:

     We  are counsel to NS8 Corporation, a Delaware corporation (the "Company"),
                                                                      -------
and  have  represented  the  Company  in connection with that certain Securities
Purchase  Agreement  (the  "Securities  Purchase Agreement") entered into by and
                            ------------------------------
among  the  Company  and  the  investors  named  therein  (collectively,  the
"Investors") pursuant to which the Company issued to the Investors shares of its
Common Stock, par value $0.0001 per share (the "Common Stock").  Pursuant to the
                                                ------------
Purchase  Agreement,  the  Company  also  has entered into a Registration Rights
Agreement  with  the  Investors  (the  "Investor Registration Rights Agreement")
                                        --------------------------------------
pursuant  to  which  the  Company  agreed,  among  other things, to register the
Registrable  Securities  (as defined in the Registration Rights Agreement) under
the  Securities  Act  of 1933, as amended (the "Securities Act").  In connection
                                                --------------
with  the  Company's  obligations  under  the  Registration Rights Agreement, on
____________  ____,  the Company filed a Registration Statement on Form ________
(File  No. 333-_____________) (the "Registration Statement") with the Securities
                                    ----------------------
and  Exchange SEC (the "SEC") relating to the Registrable Securities which names
                        ---
each  of  the  Investors  as  a  selling  stockholder  there  under.

     In  connection with the foregoing, we advise you 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 Securities Act at [ENTER TIME OF
EFFECTIVENESS]  on [ENTER DATE OF EFFECTIVENESS] 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 Registrable
Securities  are  available  for  resale under the Securities Act pursuant to the
Registration  Statement.

                                                               Very truly yours,

                                                               [Law Firm]

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

cc:     [LIST  NAMES  OF  INVESTORS]


                                     EX-141
<PAGE>