EXHIBIT 10.3

                                                      Dated:  November ___, 2005

NEITHER  THIS  DEBENTURE  NOR  THE  SECURITIES  INTO  WHICH  THIS  DEBENTURE  IS
CONVERTIBLE  HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE  SECURITIES  COMMISSION  OF  ANY  STATE  IN  RELIANCE UPON AN EXEMPTION FROM
REGISTRATION  UNDER  THE  SECURITIES  ACT  OF  1933, AS AMENDED (THE "SECURITIES
                                                                      ----------
ACT"),  AND,  ACCORDINGLY,  MAY  NOT  BE  OFFERED  OR SOLD EXCEPT PURSUANT TO AN
---
EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE  SECURITIES ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION  FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT  AND  IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES  LAWS.

No.  CCP-4                                                              $500,000

                                 NS8 CORPORATION

                          Secured Convertible Debenture


                             Due November ___, 2008

This  Amended  and  Restated  Secured  Convertible  Debenture  (the "Debenture")
                                                                     ---------
is issued by NS8 CORPORATION, a Delaware corporation (the "Obligor"), to CORNELL
                                                           -------
CAPITAL  PARTNERS,  LP  (the  "Holder"),  pursuant  to  that  certain Securities
                               ------
Purchase  Agreement (the "Securities Purchase Agreement") of even date herewith.
                          -----------------------------

FOR  VALUE  RECEIVED,  the  Obligor  hereby promises to pay to the Holder or its
successors  and  assigns  the  principal  sum  of  Five Hundred Thousand Dollars
($500,000)  together with accrued but unpaid interest on or before November ___,
2008  (the  "Maturity  Date")  in  accordance  with  the  following  terms:
             --------------

Interest.  Interest  shall  accrue  on  the  outstanding  principal  balance
--------
hereof  at  an  annual  rate  equal  to  ten  percent  (10%).  Interest shall be
calculated on the basis of a 360-day year and the actual number of days elapsed,
to  the  extent permitted by applicable law.  Interest hereunder will be paid to
the  Holder  or  its  assignee  (as  defined  in  Section  4) in whose name this
Debenture is registered on the records of the Obligor regarding registration and
transfers  of  Debentures  (the  "Debenture  Register").
                                  -------------------

Right of Redemption.  The Obligor at its option shall have the right, with three
-------------------
(3)  business days advance written notice (the "Redemption Notice"), to redeem a
                                                -----------------
portion  or  all  amounts outstanding under this Debenture prior to the Maturity
Date  only  if  the  closing  bid price of the of the Obligor's Common Stock, as
reported  by  Bloomberg,  LP,  is  less  than the Fixed Price at the time of the
Redemption  Notice the Obligor shall pay an amount equal to the principal amount
outstanding  and  accrued  interest being redeemed, plus a redemption premium of
twenty percent (20%) ("Redemption Premium") of the amount redeemed (collectively
                       ------------------


                                      EX-19
<PAGE>

referred  to  as  the  "Redemption  Amount").  The  Obligor shall deliver to the
                        ------------------
Holder  the  Redemption  Amount  on  the  third  (3rd)  business  day  after the
Redemption  Notice.

Notwithstanding  the  foregoing  in  the  event  that the Obligor has elected to
redeem  a portion of the outstanding principal amount and accrued interest under
this  Debenture  the Holder shall still be entitled to effectuate Conversions as
contemplated  hereunder.

Security  Agreements.  This  Debenture  is  secured  by the Amended and Restated
-------------------
Security  Agreement (the "Security Agreement") of even date herewith between the
                          ------------------
Obligor  and  the  Holder,  the  Subsidiary  Security Agreement by and among the
Obligor,  the Holder and CanOnline Media Corporation and CanOnline Global Media,
Inc.,  each  a  direct or indirect wholly owned subsidiary of the Obligor, and a
Pledge and Escrow Agreement (the "Pledge Agreement") of even date herewith among
                                  ----------------
the  Obligor,  the  Holder,  and  the  Escrow  Agent.

Consent  of  Holder  to  Sell  Capital  Stock  or  Grant  Security Interests. So
----------------------------------------------------------------------
long as any of the principal amount or interest on this Debenture remains unpaid
and unconverted, the Obligor shall not, without the prior consent of the Holder,
(i)  issue  or  sell  any  common  stock  or  preferred  stock  with  or without
consideration,  (ii)  issue or sell any preferred stock, warrant, option, right,
contract,  call, or other security or instrument granting the holder thereof the
right  to  acquire  common stock with or without consideration, (iii) enter into
any  security  instrument  granting the holder a security interest in any of the
assets  of  the  Obligor,  or (iv) file any registration statements on Form S-8.
Notwithstanding  the  foregoing,  the  above restriction shall not apply to only
those  holders  of  the  Obligor's  stock  options contained in the Stock Option
Grants  (the  "Stock  Option  Grants")  attached  as Exhibit F of the Securities
               ---------------------
Purchase  Agreement  of  even  date  herewith  hereto.

Rights  of  First  Refusal.  So  long  as  any  portion  of  this  Debenture  is
--------------------------
outstanding (including principal or accrued interest), if the Obligor intends to
raise  additional  capital  by  the  issuance  or  sale  of capital stock of the
Obligor,  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 of common stock (whether the offering is conducted by
the  Obligor, underwriter, placement agent or any third party) the Obligor shall
be  obligated  to offer to the Holder 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 Holder 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.

This  Debenture  is  subject  to  the  following  additional  provisions:

Section  1.     This  Debenture is exchangeable for an equal aggregate principal
----------
amount  of Debentures of different authorized denominations, as requested by the
Holder  surrendering  the  same.  No  service  charge  will  be  made  for  such
registration  of  transfer  or  exchange.

Section  2.     Events  of  Default.
----------      -------------------


                                      EX-20
<PAGE>

(a)     An  "Event  of  Default",  wherever  used  herein,  means any one of the
             ------------------
following  events  (whatever  the  reason  and  whether it shall be voluntary or
involuntary  or effected by operation of law or pursuant to any judgment, decree
or order of any court, or any order, rule or regulation of any administrative or
governmental  body):

     (i)  Any  default  in the payment of the principal of, interest on or other
charges in respect of this Debenture, free of any claim of subordination, as and
when  the same shall become due and payable (whether on a Conversion Date or the
Maturity  Date  or  by  acceleration  or  otherwise);

     (ii)  The  Obligor  shall  fail  to  observe or perform any other covenant,
agreement or warranty contained in, or otherwise commit any breach or default of
any  provision  of  this  Debenture (except as may be covered by Section 2(a)(i)
hereof) or any Transaction Document (as defined in Section 4) which is not cured
with  in  the  time  prescribed;

     (iii) The Obligor or any subsidiary of the Obligor shall commence, or there
shall  be  commenced  against the Obligor or any subsidiary of the Obligor under
any  applicable  bankruptcy  or insolvency laws as now or hereafter in effect or
any successor thereto, or the Obligor or any subsidiary of the Obligor commences
any  other proceeding under any reorganization, arrangement, adjustment of debt,
relief  of debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction  whether  now or hereafter in effect relating to the Obligor or any
subsidiary  of  the  Obligor  or  there  is commenced against the Obligor or any
subsidiary  of  the  Obligor any such bankruptcy, insolvency or other proceeding
which  remains  undismissed  for  a  period  of  61  days; or the Obligor or any
subsidiary  of the Obligor is adjudicated insolvent or bankrupt; or any order of
relief  or  other order approving any such case or proceeding is entered; or the
Obligor  or  any  subsidiary  of  the  Obligor  suffers  any  appointment of any
custodian,  private  or  court  appointed  receiver  or  the  like for it or any
substantial  part of its property which continues undischarged or unstayed for a
period  of  sixty one (61) days; or the Obligor or any subsidiary of the Obligor
makes  a  general assignment for the benefit of creditors; or the Obligor or any
subsidiary of the Obligor shall fail to pay, or shall state that it is unable to
pay,  or  shall be unable to pay, its debts generally as they become due; or the
Obligor  or  any subsidiary of the Obligor shall call a meeting of its creditors
with  a  view  to  arranging  a  composition, adjustment or restructuring of its
debts;  or  the  Obligor  or  any  subsidiary of the Obligor shall by any act or
failure to act expressly indicate its consent to, approval of or acquiescence in
any  of  the foregoing; or any corporate or other action is taken by the Obligor
or  any  subsidiary  of  the  Obligor  for  the  purpose of effecting any of the
foregoing;

     (iv)  The  Obligor or any subsidiary of the Obligor shall default in any of
its  obligations  under any other debenture or any mortgage, credit agreement or
other  facility,  indenture  agreement,  factoring agreement or other instrument
under  which  there may be issued, or by which there may be secured or evidenced
any  indebtedness for borrowed money or money due under any long term leasing or
factoring  arrangement  of  the  Obligor  or any subsidiary of the Obligor in an
amount  exceeding  $100,000,  whether  such  indebtedness  now  exists  or shall
hereafter be created and such default shall result in such indebtedness becoming
or  being declared due and payable prior to the date on which it would otherwise
become  due  and  payable;


                                      EX-21
<PAGE>

     (v)  The  Common  Stock  shall cease to be quoted for trading or listed for
trading on either the Nasdaq OTC Bulletin Board ("OTC"), Nasdaq SmallCap Market,
                                                  ---
New  York  Stock Exchange, American Stock Exchange or the Nasdaq National Market
(each,  a  "Subsequent  Market")  and  shall  not  again be quoted or listed for
            ------------------
trading  thereon  within  five  (5)  Trading  Days  of  such  delisting;

     (vi)  The  Obligor or any subsidiary of the Obligor shall be a party to any
Change  of  Control  Transaction  (as  defined  in  Section  4);

     (vii)  The  Obligor  shall  fail to file the Underlying Shares Registration
Statement  (as  defined in Section 4) with the Commission (as defined in Section
4), or the Underlying Shares Registration Statement shall not have been declared
effective  by  the Commission, in each case within the time periods set forth in
the  Registration Rights Agreement of even date herewith between the Obligor and
the  Holder;

     (viii) If the effectiveness of the Underlying Shares Registration Statement
lapses  for any reason or the Holder shall not be permitted to resell the shares
of  Common  Stock  underlying  this  Debenture  under  the  Underlying  Shares
Registration  Statement,  in  either  case,  for  more than five (5) consecutive
Trading  Days  or  an  aggregate  of  eight  Trading  Days  (which  need  not be
consecutive  Trading  Days);

     (ix)  The  Obligor  shall  fail  for  any  reason  to  deliver Common Stock
certificates to a Holder prior to the fifth (5th) Trading Day after a Conversion
Date  or  the  Obligor  shall  provide notice to the Holder, including by way of
public  announcement,  at any time, of its intention not to comply with requests
for  conversions  of  this  Debenture  in  accordance  with  the  terms  hereof;

     (x)  The  Obligor  shall fail for any reason to deliver the payment in cash
pursuant  to  a Buy-In (as defined herein) within three (3) days after notice is
claimed  delivered  hereunder;

(b)  During  the  time  that  any  portion  of  this  Debenture  is outstanding,
if  any  Event  of  Default  has  occurred and has not been cured by the Obligor
within  ten (10) calendar days of , the full principal amount of this Debenture,
together  with  interest and other amounts owing in respect thereof, to the date
of  acceleration  shall  become  at  the  Holder's election, immediately due and
payable  in  cash,  provided  however, the Holder may request (but shall have no
obligation  to  request) payment of such amounts in Common Stock of the Obligor.
If an Event of Default occurs and remains uncured, the Conversion Price shall be
reduced to $0.015.  In addition to any other remedies, the Holder shall have the
right  (but  not the obligation) to convert this Debenture at any time after (x)
an  Event  of  Default  or  (y)  the  Maturity Date at the Conversion Price then
in-effect.  The  Holder  need  not  provide  and  the  Obligor hereby waives any
presentment,  demand,  protest  or  other notice of any kind, and the Holder may
immediately  and  without  expiration of any grace period enforce any and all of
its  rights  and remedies hereunder and all other remedies available to it under
applicable  law. Such declaration may be rescinded and annulled by Holder at any
time  prior  to  payment hereunder. No such rescission or annulment shall affect
any subsequent Event of Default or impair any right consequent thereon.  Upon an
Event  of  Default, notwithstanding any other provision of this Debenture or any


                                      EX-22
<PAGE>

Transaction  Document,  the  Holder  shall  have no obligation to comply with or
adhere  to  any  limitations, if any, on the conversion of this Debenture or the
sale  of  the  Underlying  Shares.

Section  3.     Conversion.
----------      ----------

(a)  (i)  Conversion  at  Option  of  Holder.
          ----------------------------------

          (A) This Debenture shall be convertible into shares of Common Stock at
     the  option of the Holder, in whole or in part at any time and from time to
     time,  after  the Original Issue Date (as defined in Section 4) (subject to
     the  limitations  on  conversion set forth in Section 3(a)(ii) hereof). The
     number  of  shares  of  Common  Stock  issuable upon a conversion hereunder
     equals the quotient obtained by dividing (x) the outstanding amount of this
     Debenture  to  be  converted  by  (y)  the  Conversion Price (as defined in
     Section  3(c)(i)).  The  Obligor shall deliver Common Stock certificates to
     the  Holder  prior  to the Fifth (5th) Trading Day after a Conversion Date.

          (B)  Notwithstanding  anything to the contrary contained herein, if on
     any  Conversion  Date: (1) the number of shares of Common Stock at the time
     authorized,  unissued  and unreserved for all purposes, or held as treasury
     stock, is insufficient to pay principal and interest hereunder in shares of
     Common  Stock;  (2) the Common Stock is not listed or quoted for trading on
     the  OTC  or  on  a Subsequent Market; (3) the Obligor has failed to timely
     satisfy  its conversion; or (4) the issuance of such shares of Common Stock
     would result in a violation of Section 3(a)(ii), then, at the option of the
     Holder,  the Obligor, in lieu of delivering shares of Common Stock pursuant
     to Section 3(a)(i)(A), shall deliver, within three (3) Trading Days of each
     applicable  Conversion  Date, an amount in cash equal to the product of the
     outstanding  principal amount to be converted plus any interest due therein
     divided by the Conversion Price and multiplied by the highest closing price
     of  the  stock  from  date of the conversion notice till the date that such
     cash  payment  is  made.

     Further, if the Obligor shall not have delivered any cash due in respect of
conversion  of  this  Debenture  or  as payment of interest thereon by the fifth
(5th)  Trading  Day  after the Conversion Date, the Holder may, by notice to the
Obligor, require the Obligor to issue shares of Common Stock pursuant to Section
3(c), except that for such purpose the Conversion Price applicable thereto shall
be  the lesser of the Conversion Price on the Conversion Date and the Conversion
Price  on the date of such Holder demand. Any such shares will be subject to the
provisions  of  this  Section.

          (C) The Holder shall effect conversions by delivering to the Obligor a
     completed  notice  in  the form attached hereto as Exhibit A (a "Conversion
                                                                      ----------
     Notice").  The  date  on  which  a  Conversion  Notice  is delivered is the
     "Conversion  Date."  Unless  the  Holder is converting the entire principal
      ----------------
     amount  outstanding  under  this  Debenture,  the Holder is not required to
     physically  surrender  this  Debenture  to  the  Obligor in order to effect
     conversions.  Conversions  hereunder  shall have the effect of lowering the
     outstanding  principal amount of this Debenture plus all accrued and unpaid
     interest  thereon  in  an  amount  equal  to the applicable conversion. The
     Holder  and the Obligor shall maintain records showing the principal amount
     converted  and the date of such conversions. In the event of any dispute or
     discrepancy,  the  records  of  the  Holder  shall  be  controlling  and
     determinative  in  the  absence  of  manifest  error.


                                      EX-23
<PAGE>

     (ii)  Certain  Conversion  Restrictions.
           ---------------------------------

          (A)  A  Holder  may  not  convert  this Debenture or receive shares of
     Common Stock as payment of interest hereunder to the extent such conversion
     or  receipt  of  such interest payment would result in the Holder, together
     with  any  affiliate  thereof,  beneficially  owning  (as  determined  in
     accordance with Section 13(d) of the Exchange Act and the rules promulgated
     thereunder)  in excess of 4.9% of the then issued and outstanding shares of
     Common  Stock, including shares issuable upon conversion of, and payment of
     interest  on,  this Debenture held by such Holder after application of this
     Section.  Since  the  Holder will not be obligated to report to the Obligor
     the  number  of  shares  of  Common  Stock  it  may  hold  at the time of a
     conversion  hereunder,  unless  the conversion at issue would result in the
     issuance  of  shares  of  Common  Stock  in  excess  of  4.9%  of  the then
     outstanding shares of Common Stock without regard to any other shares which
     may be beneficially owned by the Holder or an affiliate thereof, the Holder
     shall  have  the  authority  and  obligation  to  determine  whether  the
     restriction  contained in this Section will limit any particular conversion
     hereunder  and to the extent that the Holder determines that the limitation
     contained  in  this  Section applies, the determination of which portion of
     the  principal  amount  of  this  Debenture  is  convertible  shall  be the
     responsibility  and obligation of the Holder. If the Holder has delivered a
     Conversion  Notice  for  a principal amount of this Debenture that, without
     regard  to  any  other  shares  that  the  Holder  or  its  affiliates  may
     beneficially  own,  would result in the issuance in excess of the permitted
     amount  hereunder,  the  Obligor  shall  notify the Holder of this fact and
     shall honor the conversion for the maximum principal amount permitted to be
     converted  on such Conversion Date in accordance with the periods described
     in  Section  3(a)(i)(A) and, at the option of the Holder, either retain any
     principal  amount tendered for conversion in excess of the permitted amount
     hereunder  for future conversions or return such excess principal amount to
     the  Holder.  The provisions of this Section may be waived by a Holder (but
     only  as  to itself and not to any other Holder) upon not less than 65 days
     prior  notice to the Obligor. Other Holders shall be unaffected by any such
     waiver.

(b)  (i) Nothing herein shall limit a Holder's right to pursue actual damages or
declare  an  Event  of  Default  pursuant to Section 2 herein for the Obligor 's
failure  to  deliver  certificates  representing  shares  of  Common  Stock upon
conversion  within  the  period  specified herein and such Holder shall have the
right  to  pursue  all  remedies  available to it at law or in equity including,
without  limitation,  a decree of specific performance and/or injunctive relief,
in  each  case  without  the  need to post a bond or provide other security. The
exercise  of  any  such  rights  shall  not  prohibit the Holder from seeking to
enforce  damages  pursuant  to any other Section hereof or under applicable law.

     (ii)     In  addition  to  any other rights available to the Holder, if the
Obligor fails to deliver to the Holder such certificate or certificates pursuant
to  Section 3(a)(i)(A) by the fifth (5th) Trading Day after the Conversion Date,
and  if  after  such  fifth  (5th)  Trading Day the Holder purchases (in an open
market  transaction  or  otherwise) Common Stock to deliver in satisfaction of a
sale  by  such  Holder  of  the  Underlying  Shares which the Holder anticipated
receiving  upon  such conversion (a "Buy-In"), then the Obligor shall (A) pay in
                                     ------
cash  to  the Holder (in addition to any remedies available to or elected by the
Holder)  the  amount  by  which (x) the Holder's total purchase price (including
brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the
product  of  (1) the aggregate number of shares of Common Stock that such Holder
anticipated  receiving from the conversion at issue multiplied by (2) the market


                                      EX-24
<PAGE>

price  of  the Common Stock at the time of the sale giving rise to such purchase
obligation  and  (B)  at the option of the Holder, either reissue a Debenture in
the  principal  amount equal to the principal amount of the attempted conversion
or  deliver  to  the Holder the number of shares of Common Stock that would have
been issued had the Obligor timely complied with its delivery requirements under
Section  3(a)(i)(A).  For example, if the Holder purchases Common Stock having a
total  purchase  price of $11,000 to cover a Buy-In with respect to an attempted
conversion  of  Debentures  with  respect  to  which  the  market  price  of the
Underlying  Shares on the date of conversion was a total of $10,000 under clause
(A)  of the immediately preceding sentence, the Obligor shall be required to pay
the  Holder  $1,000.  The  Holder  shall  provide  the  Obligor  written  notice
indicating  the  amounts  payable  to  the  Holder  in  respect  of  the Buy-In.

(c)  (i)  The  Holder  is  entitled,  at  its  option,  to  convert,  and  sell
on  the  same  day, at any time, until payment in full of this Debenture, all or
any  part  of the principal amount of the Debenture, plus accrued interest, into
shares  of  the Company's common stock, par value $0.001 per share, at the price
per share equal to the lesser of (a) $0.075 (the "Fixed Price") or (b) an amount
                                                  -----------
equal  to  ninety  percent  (90%)  of the average of the three (3) lowest volume
weighted average prices of the Common Stock, as quoted by Bloomberg, LP, for the
thirty  (30) trading days immediately preceding the Conversion Date which may be
adjusted  pursuant  to the other terms of this Debenture.  Subparagraphs (a) and
(b)  above  are  individually  referred  to  as  a  "Conversion  Price."
                                                     ------------------

     (ii)     If  the  Obligor, at any time while this Debenture is outstanding,
shall (a) pay a stock dividend or otherwise make a distribution or distributions
on  shares  of  its  Common  Stock  or  any  other  equity  or equity equivalent
securities  payable  in shares of Common Stock, (b) subdivide outstanding shares
of Common Stock into a larger number of shares, (c) combine (including by way of
reverse stock split) outstanding shares of Common Stock into a smaller number of
shares,  or  (d)  issue  by  reclassification  of shares of the Common Stock any
shares of capital stock of the Obligor, then the Fixed Price shall be multiplied
by  a  fraction  of  which the numerator shall be the number of shares of Common
Stock  (excluding  treasury shares, if any) outstanding before such event and of
which  the denominator shall be the number of shares of Common Stock outstanding
after  such  event.  Any  adjustment  made pursuant to this Section shall become
effective  immediately  after  the  record  date  for  the  determination  of
stockholders  entitled to receive such dividend or distribution and shall become
effective  immediately  after  the  effective date in the case of a subdivision,
combination  or  re-classification.

(iii)     If the Obligor, at any time while this Debenture is outstanding, shall
issue rights, options or warrants to all holders of Common Stock (and not to the
Holder)  entitling them to subscribe for or purchase shares of Common Stock at a
price  per  share  less  than  the  Fixed  Price,  then the Fixed Price shall be
multiplied by a fraction, of which the denominator shall be the number of shares
of  the Common Stock (excluding treasury shares, if any) outstanding on the date
of  issuance of such rights or warrants (plus the number of additional shares of
Common  Stock  offered for subscription or purchase), and of which the numerator
shall be the number of shares of the Common Stock (excluding treasury shares, if
any)  outstanding  on  the date of issuance of such rights or warrants, plus the
number  of  shares  which  the  aggregate  offering price of the total number of
shares  so  offered  would purchase at the Fixed Price. Such adjustment shall be
made  whenever  such  rights  or warrants are issued, and shall become effective
immediately after the record date for the determination of stockholders entitled
to receive such rights, options or warrants. However, upon the expiration of any


                                      EX-25
<PAGE>

such  right,  option  or  warrant  to  purchase  shares  of the Common Stock the
issuance  of which resulted in an adjustment in the Fixed Price pursuant to this
Section,  if  any  such right, option or warrant shall expire and shall not have
been  exercised,  the  Fixed  Price  shall  immediately  upon such expiration be
recomputed  and  effective  immediately upon such expiration be increased to the
price  which  it  would  have  been (but reflecting any other adjustments in the
Fixed  Price  made pursuant to the provisions of this Section after the issuance
of  such rights or warrants) had the adjustment of the Fixed Price made upon the
issuance  of such rights, options or warrants been made on the basis of offering
for  subscription  or  purchase  only  that number of shares of the Common Stock
actually  purchased  upon  the  exercise  of  such  rights,  options or warrants
actually  exercised.

(iv)     If  the  Obligor  or any subsidiary thereof, as applicable, at any time
while  this  Debenture  is  outstanding,  shall  issue shares of Common Stock or
rights,  warrants, options or other securities or debt that are convertible into
or  exchangeable  for  shares  of  Common  Stock  ("Common  Stock  Equivalents")
                                                    --------------------------
entitling  any  Person  to  acquire shares of Common Stock, at a price per share
less  than  the  Fixed  Price (if the holder of the Common Stock or Common Stock
Equivalent  so  issued shall at any time, whether by operation of purchase price
adjustments,  reset provisions, floating conversion, exercise or exchange prices
or otherwise, or due to warrants, options or rights per share which is issued in
connection  with such issuance, be entitled to receive shares of Common Stock at
a  price  per  share  which is less than the Fixed Price, such issuance shall be
deemed to have occurred for less than the Fixed Price), then, at the sole option
of  the  Holder,  the  Fixed  Price  shall be adjusted to mirror the conversion,
exchange  or  purchase  price  for such Common Stock or Common Stock Equivalents
(including any reset provisions thereof) at issue. Such adjustment shall be made
whenever  such  Common Stock or Common Stock Equivalents are issued. The Obligor
shall  notify  the  Holder  in  writing,  no  later  than  one (1)  business day
following the issuance of any Common Stock or Common Stock Equivalent subject to
this Section, indicating therein the applicable issuance price, or of applicable
reset  price,  exchange  price,  conversion  price  and  other pricing terms. No
adjustment  under  this  Section  shall  be  made  as  a result of issuances and
exercises  of options to purchase shares of Common Stock issued for compensatory
purposes  pursuant to any of the Obligor's stock option or stock purchase plans.

(v)     If  the  Obligor, at any time while this Debenture is outstanding, shall
distribute  to  all holders of Common Stock (and not to the Holder) evidences of
its  indebtedness  or  assets or rights or warrants to subscribe for or purchase
any  security,  then  in  each such case the Fixed Price at which this Debenture
shall  thereafter  be  convertible  shall be determined by multiplying the Fixed
Price  in effect immediately prior to the record date fixed for determination of
stockholders  entitled  to  receive such distribution by a fraction of which the
denominator  shall  be  the  Closing  Bid Price determined as of the record date
mentioned  above,  and of which the numerator shall be such Closing Bid Price on
such  record  date  less  the  then fair market value at such record date of the
portion  of such assets or evidence of indebtedness so distributed applicable to
one  outstanding  share  of  the  Common  Stock  as  determined  by the Board of
Directors  in good faith. In either case the adjustments shall be described in a
statement  provided  to  the  Holder  of  the  portion of assets or evidences of
indebtedness  so distributed or such subscription rights applicable to one share
of Common Stock. Such adjustment shall be made whenever any such distribution is
made  and  shall  become  effective  immediately after the record date mentioned
above.


                                      EX-26
<PAGE>

(vi)     In  case  of any reclassification of the Common Stock or any compulsory
share  exchange  pursuant  to  which  the  Common  Stock is converted into other
securities,  cash or property, the Holder shall have the right thereafter to, at
its  option,  (A)  convert  the then outstanding principal amount, together with
all  accrued  but  unpaid interest and any other amounts then owing hereunder in
respect  of  this  Debenture into the shares of stock and other securities, cash
and property receivable upon or deemed to be held by holders of the Common Stock
following  such  reclassification  or  share  exchange,  and  the Holder of this
Debenture  shall  be  entitled  upon  such  event  to  receive  such  amount  of
securities,  cash  or  property as the shares of the Common Stock of the Obligor
into  which the then outstanding principal amount, together with all accrued but
unpaid  interest  and  any other amounts then owing hereunder in respect of this
Debenture  could  have been converted immediately prior to such reclassification
or share exchange would have been entitled, or (B) require the Obligor to prepay
the  outstanding principal amount of this Debenture, plus all interest and other
amounts  due  and  payable thereon. The entire prepayment price shall be paid in
cash.  This  provision  shall similarly apply to successive reclassifications or
share  exchanges.

(vii)     The  Obligor  shall  maintain  a  share  reserve  of not less than one
percent  (100%)  of  the shares of Common Stock issuable upon conversion of this
Debenture;  and  within  three  (3)  Business  Days following the receipt by the
Obligor  of  a  Holder's notice that such minimum number of Underlying Shares is
not  so  reserved,  the  Obligor  shall  promptly reserve a sufficient number of
shares  of  Common  Stock  to  comply  with  such  requirement.

(viii)     All  calculations  under  this  Section  3 shall be rounded up to the
nearest  $0.001  of  a  share.

(ix)     Whenever  the Fixed Price is adjusted pursuant to Section 3 hereof, the
Obligor shall promptly mail to the Holder a notice setting forth the Fixed Price
after such adjustment and setting forth a brief statement of the facts requiring
such  adjustment.

(x)     If  (A) the Obligor shall declare a dividend (or any other distribution)
on  the  Common Stock; (B) the Obligor shall declare a special nonrecurring cash
dividend on or a redemption of the Common Stock; (C) the Obligor shall authorize
the  granting to all holders of the Common Stock rights or warrants to subscribe
for  or  purchase any shares of capital stock of any class or of any rights; (D)
the  approval of any stockholders of the Obligor shall be required in connection
with  any  reclassification  of the Common Stock, any consolidation or merger to
which  the  Obligor is a party, any sale or transfer of all or substantially all
of  the  assets  of  the  Obligor,  of any compulsory share exchange whereby the
Common  Stock  is  converted into other securities, cash or property; or (E) the
Obligor shall authorize the voluntary or involuntary dissolution, liquidation or
winding  up of the affairs of the Obligor; then, in each case, the Obligor shall
cause  to  be  filed  at  each  office  or  agency maintained for the purpose of
conversion  of this Debenture, and shall cause to be mailed to the Holder at its
last  address  as  it shall appear upon the stock books of the Obligor, at least
twenty  (20)  calendar  days  prior  to  the applicable record or effective date
hereinafter  specified, a notice stating (x) the date on which a record is to be
taken  for  the  purpose  of  such dividend, distribution, redemption, rights or
warrants, or if a record is not to be taken, the date as of which the holders of
the  Common  Stock  of  record  to  be entitled to such dividend, distributions,
redemption,  rights  or  warrants  are to be determined or (y) the date on which
such  reclassification,  consolidation, merger, sale, transfer or share exchange
is  expected  to  become  effective  or  close,  and  the date as of which it is


                                      EX-27
<PAGE>

expected  that  holders  of  the  Common  Stock  of  record shall be entitled to
exchange their shares of the Common Stock for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer or
share  exchange,  provided,  that  the failure to mail such notice or any defect
therein or in the mailing thereof shall not affect the validity of the corporate
action  required  to  be  specified  in  such notice.  The Holder is entitled to
convert  this Debenture during the 20-day calendar period commencing the date of
such  notice  to  the  effective  date  of  the  event  triggering  such notice.

(xi)     In  case  of  any  (1)  merger  or  consolidation of the Obligor or any
subsidiary  of  the  Obligor  with  or  into  another Person, or (2) sale by the
Obligor  or any subsidiary of the Obligor of more than one-half of the assets of
the  Obligor in one or a series of related transactions, a Holder shall have the
right  to  (A) exercise any rights under Section 2(b), (B) convert the aggregate
amount  of  this  Debenture  then outstanding into the shares of stock and other
securities, cash and property receivable upon or deemed to be held by holders of
Common Stock following such merger, consolidation or sale, and such Holder shall
be  entitled  upon such event or series of related events to receive such amount
of  securities,  cash and property as the shares of Common Stock into which such
aggregate  principal  amount  of  this  Debenture  could  have  been  converted
immediately  prior  to  such  merger,  consolidation  or  sales  would have been
entitled, or (C) in the case of a merger or consolidation, require the surviving
entity  to  issue  to the Holder a convertible Debenture with a principal amount
equal  to  the  aggregate  principal  amount of this Debenture then held by such
Holder,  plus  all  accrued and unpaid interest and other amounts owing thereon,
which  such  newly  issued  convertible  Debenture  shall  have  terms identical
(including with respect to conversion) to the terms of this Debenture, and shall
be  entitled to all of the rights and privileges of the Holder of this Debenture
set  forth  herein  and  the  agreements  pursuant to which this Debentures were
issued. In the case of clause (C), the conversion price applicable for the newly
issued  shares of convertible preferred stock or convertible Debentures shall be
based upon the amount of securities, cash and property that each share of Common
Stock  would  receive  in  such  transaction  and the Conversion Price in effect
immediately prior to the effectiveness or closing date for such transaction. The
terms  of  any such merger, sale or consolidation shall include such terms so as
to  continue  to  give  the Holder the right to receive the securities, cash and
property  set  forth in this Section upon any conversion or redemption following
such  event.  This  provision  shall  similarly apply to successive such events.

(d)  The  Obligor  covenants  that  it  will  at  all  times  reserve  and  keep
available  out  of its authorized and unissued shares of Common Stock solely for
the  purpose  of  issuance  upon  conversion  of  this  Debenture and payment of
interest on this Debenture, each as herein provided, free from preemptive rights
or any other actual contingent purchase rights of persons other than the Holder,
not less than such number of shares of the Common Stock as shall (subject to any
additional  requirements  of  the  Obligor  as to reservation of such shares set
forth  in  this  Debenture) be issuable (taking into account the adjustments and
restrictions  of  Sections 2(b) and 3(c)) upon the conversion of the outstanding
principal  amount  of  this  Debenture  and  payment  of interest hereunder. The
Obligor  covenants  that  all  shares  of Common Stock that shall be so issuable
shall,  upon  issue,  be  duly  and  validly  authorized, issued and fully paid,
nonassessable  and,  if  the  Underlying  Shares Registration Statement has been
declared  effective  under  the  Securities  Act,  registered for public sale in
accordance  with  such  Underlying  Shares  Registration  Statement.


                                      EX-28
<PAGE>

(e)     Upon  a  conversion hereunder the Obligor shall not be required to issue
stock certificates representing fractions of shares of the Common Stock, but may
if  otherwise permitted, make a cash payment in respect of any final fraction of
a  share based on the Closing Bid Price at such time. If the Obligor elects not,
or  is  unable,  to  make  such  a cash payment, the Holder shall be entitled to
receive,  in  lieu  of  the final fraction of a share, one whole share of Common
Stock.

(f)     The  issuance  of  certificates  for  shares  of  the  Common  Stock  on
conversion  of this Debenture shall be made without charge to the Holder thereof
for any documentary stamp or similar taxes that may be payable in respect of the
issue  or  delivery  of such certificate, provided that the Obligor shall not be
required  to pay any tax that may be payable in respect of any transfer involved
in  the  issuance and delivery of any such certificate upon conversion in a name
other  than  that  of  the Holder of such Debenture so converted and the Obligor
shall  not be required to issue or deliver such certificates unless or until the
person or persons requesting the issuance thereof shall have paid to the Obligor
the  amount  of  such  tax  or shall have established to the satisfaction of the
Obligor  that  such  tax  has  been  paid.

     (g)     Any  notices, consents, waivers or other communications required or
permitted  to  be  given  under  the terms hereof 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 sending
party);  or (iii) one (1) trading 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  Holder:           Cornell  Capital  Partners,  LP
                               101  Hudson  Street,  Suite  3700
                               Jersey  City,  NJ  07302
                               Attention:  Mark  Angelo
                               Telephone:  (201)  985-8300


                                      EX-29
<PAGE>

With  a  copy  to:             David  Gonzalez  Rillo,  Esq.
                               101  Hudson  Street  -  Suite  3700
                               Jersey  City,  NJ  07302
                               Telephone:  (201)  985-8300
                               Facsimile:  (201)  985-8266

or at 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  three  (3)  business days prior to the effectiveness of such
change.  Written  confirmation  of  receipt  (i)  given by the recipient of such
notice,  consent,  waiver  or  other  communication,  (ii)  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  (iii)  provided  by a nationally recognized overnight delivery
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.

Section  4.    Definitions.  For  the  purposes  hereof,  the  following  terms
----------     -----------
shall  have  the  following  meanings:

"Business  Day" means any day except Saturday, Sunday and any day which shall be
 -------------
a  federal  legal  holiday  in  the  United  States  or  a  day on which banking
institutions  are  authorized  or  required by law or other government action to
close.

"Change of Control Transaction" means the occurrence of (a) an acquisition after
 -----------------------------
the  date  hereof  by  an individual or legal entity or "group" (as described in
Rule  13d-5(b)(1)  promulgated  under  the  Exchange  Act)  of effective control
(whether  through legal or beneficial ownership of capital stock of the Obligor,
by  contract  or  otherwise)  of  in excess of fifty percent (50%) of the voting
securities  of  the Obligor (except that the acquisition of voting securities by
the  Holder  shall  not  constitute a Change of Control Transaction for purposes
hereof), (b) a replacement at one time or over time of more than one-half of the
members  of  the  board  of  directors of the Obligor which is not approved by a
majority  of  those individuals who are members of the board of directors on the
date  hereof (or by those individuals who are serving as members of the board of
directors on any date whose nomination to the board of directors was approved by
a  majority of the members of the board of directors who are members on the date
hereof), (c) the merger, consolidation or sale of fifty percent (50%) or more of
the assets of the Obligor or any subsidiary of the Obligor in one or a series of
related  transactions  with  or into another entity, or (d) the execution by the
Obligor of an agreement to which the Obligor is a party or by which it is bound,
providing  for  any  of  the  events  set  forth  above  in  (a),  (b)  or  (c).

"Commission"  means  the  Securities  and  Exchange  Commission.
 ----------

"Common  Stock"  means  the  common stock, par value $0.0001, of the Obligor and
 -------------
stock  of  any  other  class  into which such shares may hereafter be changed or
reclassified.


                                      EX-30
<PAGE>

"Conversion  Date"  shall  mean the date upon which the Holder gives the Obligor
 ----------------
notice  of  their  intention  to  effectuate a conversion of this Debenture into
shares  of  the  Company's  Common  Stock  as  outlined  herein.

"Exchange  Act"  means  the  Securities  Exchange  Act  of  1934,  as  amended.
 -------------

 "Original  Issue  Date"  shall  mean  the  date  of  the first issuance of this
  ---------------------
Debenture  regardless of the number of transfers and regardless of the number of
instruments,  which  may  be  issued  to  evidence  such  Debenture.

"Closing  Bid Price" means the price per share in the last reported trade of the
 ------------------
Common  Stock  on  the  OTC  or  on the exchange  which the Common Stock is then
listed  as  quoted  by  Bloomberg,  LP.

"Person"  means  a  corporation,  an association, a partnership, organization, a
 ------
business,  an  individual,  a  government  or political subdivision thereof or a
governmental  agency.

 "Securities  Act"  means  the Securities Act of 1933, as amended, and the rules
  ---------------
and  regulations  promulgated  thereunder.

"Trading  Day" means a day on which the shares of Common Stock are quoted on the
 ------------
OTC  or quoted or traded on such Subsequent Market on which the shares of Common
Stock  are then quoted or listed; provided, that in the event that the shares of
Common  Stock  are  not listed or quoted, then Trading Day shall mean a Business
Day.

"Transaction  Documents"  means  the  Securities Purchase Agreement or any other
 ----------------------
agreement  delivered  in  connection  with  the  Securities  Purchase Agreement,
including,  without limitation, the Amended and Restated Security Agreement, the
Subsidiary  Agreement,  the  Pledge  Agreement,  the  Irrevocable Transfer Agent
Instructions,  the  Investor  Registration  Rights Agreement and the Warrants of
even  date  herewith.

"Underlying Shares" means the shares of Common Stock issuable upon conversion of
 -----------------
this  Debenture  or  as payment of interest in accordance with the terms hereof.

"Underlying  Shares  Registration  Statement"  means  a  registration  statement
 -------------------------------------------
meeting  the  requirements  set  forth  in  the  Registration  Rights Agreement,
covering  among  other things the resale of the Underlying Shares and naming the
Holder  as  a  "selling  stockholder"  thereunder.

Section  5.     Except  as  expressly  provided  herein,  no  provision  of this
----------
Debenture  shall  alter  or  impair  the  obligations  of the Obligor, which are
absolute  and unconditional, to pay the principal of, interest and other charges
(if  any)  on,  this  Debenture at the time, place, and rate, and in the coin or
currency,  herein  prescribed.  This  Debenture  is  a  direct obligation of the
Obligor.  This  Debenture  ranks  pari  passu  with  all other Debentures now or
hereafter  issued under the terms set forth herein. As long as this Debenture is
outstanding,  the  Obligor  shall not and shall cause their subsidiaries not to,
without  the  consent of the Holder, (i) amend its certificate of incorporation,
bylaws  or  other  charter documents so as to adversely affect any rights of the
Holder;  (ii)  repay,  repurchase  or  offer  to  repay, repurchase or otherwise
acquire  shares  of its Common Stock or other equity securities other than as to


                                      EX-31
<PAGE>

the  Underlying Shares to the extent permitted or required under the Transaction
Documents;  or  (iii)  enter  into  any  agreement  with  respect  to any of the
foregoing.

Section  6.     This Debenture shall not entitle the Holder to any of the rights
----------
of  a  stockholder  of  the  Obligor, including without limitation, the right to
vote, to receive dividends and other distributions, or to receive any notice of,
or  to attend, meetings of stockholders or any other proceedings of the Obligor,
unless  and  to  the  extent converted into shares of Common Stock in accordance
with  the  terms  hereof.

Section  7.     If  this  Debenture is mutilated, lost, stolen or destroyed, the
----------
Obligor  shall  execute  and  deliver, in exchange and substitution for and upon
cancellation  of the mutilated Debenture, or in lieu of or in substitution for a
lost, stolen or destroyed Debenture, a new Debenture for the principal amount of
this  Debenture so mutilated, lost, stolen or destroyed but only upon receipt of
evidence  of  such  loss,  theft  or  destruction  of such Debenture, and of the
ownership  hereof,  and  indemnity, if requested, all reasonably satisfactory to
the  Obligor.

Section  8.     No  indebtedness  of  the Obligor is senior to this Debenture in
----------
right  of payment, whether with respect to interest, damages or upon liquidation
or dissolution or otherwise.  Without the Holder's consent, the Obligor will not
and  will not permit any of their subsidiaries to, directly or indirectly, enter
into,  create, incur, assume or suffer to exist any indebtedness of any kind, on
or with respect to any of its property or assets now owned or hereafter acquired
or  any  interest  therein or any income or profits there from that is senior in
any  respect  to  the  obligations  of  the  Obligor  under  this  Debenture.

Section  9.     This  Debenture shall be governed by and construed in accordance
----------
with  the laws of the State of New Jersey, without giving effect to conflicts of
laws  thereof.  Each of the parties consents to the jurisdiction of the Superior
Courts  of  the State of New Jersey sitting in Hudson County, New Jersey and the
U.S.  District  Court  for  the  District  of New Jersey  sitting in Newark, New
Jersey  in  connection  with any dispute arising under this Debenture and hereby
waives,  to  the  maximum  extent permitted by law, any objection, including any
objection  based  on forum non conveniens to the bringing of any such proceeding
                     ----- --- ----------
in  such  jurisdictions.

Section  10.     If  the Obligor fails to strictly comply with the terms of this
-----------
Debenture,  then  the  Obligor shall reimburse the Holder promptly for all fees,
costs  and expenses, including, without limitation, attorneys' fees and expenses
incurred  by  the  Holder  in  any  action  in  connection  with this Debenture,
including, without limitation, those incurred: (i) during any workout, attempted
workout,  and/or  in  connection  with  the  rendering of legal advice as to the
Holder's rights, remedies and obligations, (ii) collecting any sums which become
due  to  the  Holder,  (iii)  defending  or  prosecuting  any  proceeding or any
counterclaim  to  any proceeding or appeal; or (iv) the protection, preservation
or  enforcement  of  any  rights  or  remedies  of  the  Holder.

Section  11.     Any  waiver  by the Holder of a breach of any provision of this
-----------
Debenture  shall  not  operate  as  or  be construed to be a waiver of any other
breach  of  such  provision  or  of  any  breach  of any other provision of this
Debenture. The failure of the Holder to insist upon strict adherence to any term
of  this  Debenture on one or more occasions shall not be considered a waiver or


                                      EX-32
<PAGE>

deprive  that  party  of the right thereafter to insist upon strict adherence to
that  term  or  any other term of this Debenture. Any waiver must be in writing.

Section  12.     If  any  provision  of  this  Debenture  is invalid, illegal or
-----------
unenforceable,  the balance of this Debenture shall remain in effect, and if any
provision  is  inapplicable to any person or circumstance, it shall nevertheless
remain  applicable  to all other persons and circumstances. If it shall be found
that  any  interest  or other amount deemed interest due hereunder shall violate
applicable  laws  governing usury, the applicable rate of interest due hereunder
shall  automatically be lowered to equal the maximum permitted rate of interest.
The  Obligor  covenants (to the extent that it may lawfully do so) that it shall
not  at  any  time insist upon, plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay, extension or usury law or other law which
would  prohibit  or  forgive  the  Obligor from paying all or any portion of the
principal  of  or  interest  on  this Debenture as contemplated herein, wherever
enacted,  now  or  at  any  time  hereafter  in  force,  or which may affect the
covenants  or  the performance of this indenture, and the Obligor (to the extent
it  may lawfully do so) hereby expressly waives all benefits or advantage of any
such  law,  and  covenants  that it will not, by resort to any such law, hinder,
delay  or  impeded  the execution of any power herein granted to the Holder, but
will  suffer  and  permit  the execution of every such as though no such law has
been  enacted.

Section  13.     Whenever any payment or other obligation hereunder shall be due
-----------
on  a  day  other  than  a  Business Day, such payment shall be made on the next
succeeding  Business  Day.

Section  14.     THE  PARTIES  HEREBY  KNOWINGLY,  VOLUNTARILY AND INTENTIONALLY
-----------
WAIVE  THE  RIGHT  ANY  OF  THEM  MAY  HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION  BASED  HEREON  OR  ARISING  OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT  OR  ANY  TRANSACTION  DOCUMENT  OR  ANY  COURSE OF CONDUCT, COURSE OF
DEALING,  STATEMENTS  (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY.  THIS
PROVISION  IS  A  MATERIAL  INDUCEMENT  FOR  THE  PARTIES'  ACCEPTANCE  OF  THIS
AGREEMENT.

                   [REMAINDER OF PAGE INTENTIONLLY LEFT BLANK]


                                      EX-33
<PAGE>

     IN  WITNESS  WHEREOF,  the  Obligor  has  caused  this  Secured Convertible
Debenture  to  be  duly executed by a duly authorized officer as of the date set
forth  above.

                                                            NS8 CORPORATION

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


                                      EX-34
<PAGE>

                                   EXHIBIT "A"
                                   -----------
                              NOTICE OF CONVERSION
                              --------------------
        (To be executed by the Holder in order to convert the Debenture)

TO:

     The  undersigned  hereby  irrevocably  elects  to  convert  $
                                                                  -------------
of  the  principal amount of the above Debenture into Shares of Common Stock of
NS8  Corporation,  according  to  the  conditions  stated  therein,  as  of  the
Conversion  Date  written  below.

<TABLE>
<CAPTION>
<S>                             <C>
Conversion Date:
                                --------------------------------------
Applicable Conversion Price:
                                --------------------------------------
Signature:
                                --------------------------------------
Name:
                                --------------------------------------
Address:
                                --------------------------------------
Amount to be converted:         $
                                --------------------------------------
Amount of Debenture
 unconverted:                   $
                                --------------------------------------
Conversion Price per share:     $
                                --------------------------------------
Number of shares of Common
Stock to be issued:
                                --------------------------------------
Please issue the shares of
 Common Stock in the following
 name and to the following
 address:
                                --------------------------------------
Issue to:
                                --------------------------------------
Authorized Signature:
                                --------------------------------------
Name:
                                --------------------------------------
Title:
                                --------------------------------------
Phone Number:
                                --------------------------------------
Broker DTC Participant Code:
                                --------------------------------------
Account Number:
                                --------------------------------------
</TABLE>


                                      EX-35
<PAGE>