EXHIBIT 10.10

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

     THIS PLEDGE AND ESCROW AGREEMENT (the "Agreement") is made and entered into
                                            ---------
as  of November ___, 2005 (the "Effective Date") by and among NS8 CORPORATION, a
                                --------------
corporation  organized  and existing under the laws of the State of Delaware and
BRENT  BYSOUTH,  RICARDO  JAVIER ROSADO TRUJEQUE and ANTHONY ALDA (collectively,
the  "Pledgor"),  CORNELL  CAPITAL  PARTNERS,  LP,  (the  "Pledgee"),  and DAVID
      -------                                              -------
GONZALEZ,  ESQ.,  as  escrow  agent  ("Escrow  Agent").
     --                                -------------

                                    RECITALS:
                                    --------

     WHEREAS,  in  order to secure the full and prompt payment when due (whether
at  the stated maturity, by acceleration or otherwise) of all of the obligations
of  NS8  Corporation  (the "Obligations") to the Pledgee or any successor to the
                            -----------
Pledgee  under  this  Agreement,  the Securities Purchase Agreement of even date
herewith  between  the  Pledgor  and  the  Pledgee  (the  "Securities  Purchase
                                                           --------------------
Agreement"), the Convertible Debentures (the "Convertible Debentures") issued or
                                              ----------------------
to be issued by the Company to the Pledgee, either now or in the future, up to a
total  of  Three  Million  One  Hundred Sixty Three Thousand Four Hundred Thirty
Dollars  ($3,163,430)  of  principal,  plus any interest, costs, fees, and other
amounts  owed  to  the  Pledgee  thereunder,  the  Amended and Restated Security
Agreement  of  even  date  herewith  between  the  Pledgor  and the Pledgee (the
"Security  Agreement"), and all other contracts entered into between the parties
       -------------
hereto  (collectively,  the  "Transaction Documents"), the Pledgor has agreed to
                              ---------------------
irrevocably  pledge  to  the Pledgee 14,917,947 shares (the "Pledged Shares") of
                                                             --------------
the  Pledgor's  common  stock,  which  are  owned  by the Pledgor in the amounts
specified  on  the  signature  line  hereto.

     NOW,  THEREFORE,  in  consideration  of  the  mutual covenants, agreements,
warranties,  and  representations  herein  contained,  and  for  other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  is  hereby
acknowledged,  the  parties  hereto  agree  as  follows:

                              TERMS AND CONDITIONS
                              --------------------

     1.     Pledge  and  Transfer  of  Pledged  Shares.
            ------------------------------------------

     1.1.     The  Pledgor  hereby  grants to Pledgee a security interest in all
Pledged  Shares  as  security  for  the obligations of NS8 Corporation under the
Convertible  Debentures  issued  to  the  Pledgee  under the Securities Purchase
Agreement  of  even  date  herewith.  Simultaneously  with  the execution of the
Transaction  Documents,  the  Pledgor  shall  deliver  to the Escrow Agent stock
certificates  representing the Pledged Shares, together with duly executed stock
powers  or other appropriate transfer documents executed in blank by the Pledgor
(the  "Transfer  Documents"), and such stock certificates and Transfer Documents
       -------------------
shall  be  held by the Escrow Agent until the full payment of all amounts due to
the Pledgee under the Convertible Debentures and through repayment in accordance
with  the  terms of the Convertible Debentures, or the termination or expiration
of  this  Agreement.

     2.     Rights  Relating to Pledged Shares.  Upon the occurrence of an Event
            ----------------------------------


                                     EX-142
<PAGE>

of  Default  (as  defined  herein),  the  Pledgee  shall be entitled to vote the
Pledged  Shares,  to  receive  dividends and other distributions thereon, and to
enjoy  all  other rights and privileges incident to the ownership of the Pledged
Shares.

     3.     Release  of  Pledged  Shares  from  Pledge.  Upon the payment of all
            ------------------------------------------
amounts  due  to  the  Pledgee  under the Convertible Debentures by repayment in
accordance  with  the  terms  of  the  Note, the parties hereto shall notify the
Escrow Agent to such effect in writing.  Upon receipt of such written notice for
payment  of the amounts due to the Pledgee under the Convertible Debentures, the
Escrow  Agent  shall  return  to  the  Pledgor  the  Transfer  Documents and the
certificates  representing  the  Pledged  Shares,  (collectively  the  "Pledged
                                                                        -------
Materials"),  whereupon  any  and all rights of Pledgee in the Pledged Materials
---------
shall be terminated.  Notwithstanding anything to the contrary contained herein,
upon  full  payment  of  all  amounts  due  to the Pledgee under the Convertible
Debentures,  by  repayment  in  accordance  with  the  terms  of the Convertible
Debentures,  this Agreement and Pledgee's security interest and rights in and to
the Pledged Shares shall terminate.  As long as the Pledgee has not provided the
Escrow Agent a Default Notice (as defined herein), Brent Bysouth, Ricardo Javier
Rosado  Trujeque,  Anthony  Alda  and Peter Hodendoorn shall be entitled to vote
their  respective  Pledged  Shares,  receive  dividends  and other distributions
thereon  and  enjoy all other rights and privileges incident to the ownership of
their respective Pledged Shares, except that such Pledgors shall not be entitled
to  pledge  or  otherwise create a security interest in their respective Pledged
Shares.

     4.     Event  of  Default.  An  "Event  of Default" shall be deemed to have
            ------------------        -----------------
occurred  under  this  Agreement  upon an Event of Default under the Transaction
Documents.

     5.     Remedies.  Upon  and  anytime  after  the  occurrence of an Event of
            --------
Default,  the  Pledgee  shall  have  the right to provide written notice of such
Event  of Default (the "Default Notice") to the Escrow Agent, with a copy to the
                        --------------
Pledgor.  If  within ten (10) calendar days of receiving the Default Notice, the
Pledgor  does  not cure the Event of Default contained in the Default Notice, as
soon  as  practicable  thereafter, the Escrow Agent shall deliver to Pledgee the
Pledged  Materials  held  by  the  Escrow  Agent hereunder.  Upon receipt of the
Pledged  Materials,  the  Pledgee  shall  have the right to (i) sell the Pledged
Shares  and to apply the proceeds of such sales, net of any selling commissions,
to  the  Obligations  owed  to  the Pledgee by the Pledgor under the Transaction
Documents, including, without limitation, outstanding principal, interest, legal
fees,  and  any other amounts owed to the Pledgee, and exercise all other rights
and  (ii)  any and all remedies of a secured party with respect to such property
as  may be available under the Uniform Commercial Code as in effect in the State
of  New Jersey.  To the extent that the net proceeds received by the Pledgee are
insufficient  to  satisfy the Obligations in full, the Pledgee shall be entitled
to a deficiency judgment against the Pledgor for such amount.  The Pledgee shall
have  the  absolute right to sell or dispose of the Pledged Shares in any manner
it  sees  fit  and shall have no liability to the Pledgor or any other party for
selling  or  disposing  of such Pledged Shares even if other methods of sales or
dispositions would or allegedly would result in greater proceeds than the method
actually  used.  The  Escrow Agent shall have the absolute right to disburse the
Pledged  Shares  to the Pledgee in batches not to exceed 9.9% of the outstanding
capital  of  the Pledgor (which limit may be waived by the Pledgee providing not
less than 65 days' prior written notice to the Escrow Agent).  The Pledgee shall
return  any  Pledged  Shares  released to it and remaining after the Pledgee has
applied  the  net  proceeds  to  all  amounts  owed  to  the  Pledgee.


                                     EX-143
<PAGE>

     5.1.     Each  right,  power and remedy of the Pledgee provided for in this
Agreement  or  any other Transaction Document shall be cumulative and concurrent
and  shall  be  in  addition  to  every  other such right, power or remedy.  The
exercise  or  beginning of the exercise by the Pledgee of any one or more of the
rights,  powers  or  remedies  provided  for  in  this  Agreement  or  any other
Transaction  Document  or  now  or  hereafter existing at law or in equity or by
statute  or  otherwise  shall not preclude the simultaneous or later exercise by
the  Pledgee  of  all  such  other rights, powers or remedies, and no failure or
delay  on  the  part  of the Pledgee to exercise any such right, power or remedy
shall operate as a waiver thereof.  No notice to or demand on the Pledgor in any
case  shall  entitle  it  to any other or further notice or demand in similar or
other  circumstances  or constitute a waiver of any of the rights of the Pledgee
to  any  other further action in any circumstances without demand or notice. The
Pledgee  shall have the full power to enforce or to assign or contract is rights
under  this  Agreement  to  a  third  party.

     5.2.     Demand  Registration  Rights.  In  addition  to all other remedies
available  to the Pledgee, upon an Event of Default, the Pledgor shall promptly,
but  in  no  event  more than forty five (45) days after the date of the Default
Notice,  file  a  registration  statement  to  register  with the Securities and
Exchange  Commission  the  Pledged  Shares  for  the resale by the Pledgee.  The
Pledgor  shall cause the registration statement to remain in effect until all of
the  Pledged  Shares  have  been  sold  by  the  Pledgee.

     6.     Concerning  the  Escrow  Agent.
            ------------------------------

     6.1.     The  Escrow  Agent  undertakes  to perform only such duties as are
expressly  set  forth  herein and no implied duties or obligations shall be read
into  this  Agreement  against  the  Escrow  Agent.

     6.2.     The  Escrow  Agent  may  act  in  reliance  upon  any  writing  or
instrument  or  signature  which  it, in good faith, believes to be genuine, may
assume the validity and accuracy of any statement or assertion contained in such
a  writing  or instrument, and may assume that any person purporting to give any
writing, notice, advice or instructions in connection with the provisions hereof
has  been duly authorized to do so.  The Escrow Agent shall not be liable in any
manner  for the sufficiency or correctness as to form, manner, and execution, or
validity  of  any  instrument  deposited in this escrow, nor as to the identity,
authority,  or  right of any person executing the same; and its duties hereunder
shall  be  limited to the safekeeping of such certificates, monies, instruments,
or  other document received by it as such escrow holder, and for the disposition
of  the  same  in  accordance with the written instruments accepted by it in the
escrow.

     6.3.     Pledgee  and the Pledgor hereby agree, to defend and indemnify the
Escrow  Agent and hold it harmless from any and all claims, liabilities, losses,
actions, suits, or proceedings at law or in equity, or any other expenses, fees,
or charges of any character or nature which it may incur or with which it may be
threatened  by reason of its acting as Escrow Agent under this Agreement; and in
connection  therewith,  to  indemnify  the  Escrow  Agent  against  any  and all
expenses,  including attorneys' fees and costs of defending any action, suit, or
proceeding  or  resisting  any claim (and any costs incurred by the Escrow Agent
pursuant  to Sections 6.4 or 6.5 hereof).  The Escrow Agent shall be vested with
a  lien  on  all property deposited hereunder, for indemnification of attorneys'
fees  and  court costs regarding any suit, proceeding or otherwise, or any other


                                     EX-144
<PAGE>

expenses,  fees, or charges of any character or nature, which may be incurred by
the Escrow Agent by reason of disputes arising between the makers of this escrow
as to the correct interpretation of this Agreement and instructions given to the
Escrow  Agent  hereunder,  or  otherwise,  with  the  right of the Escrow Agent,
regardless of the instructions aforesaid, to hold said property until and unless
said  additional  expenses, fees, and charges shall be fully paid.  Any fees and
costs  charged  by  the  Escrow Agent for serving hereunder shall be paid by the
Pledgor.

     6.4.     If  any  of  the  parties  shall  be  in  disagreement  about  the
interpretation  of  this  Agreement, or about the rights and obligations, or the
propriety  of  any action contemplated by the Escrow Agent hereunder, the Escrow
Agent  may,  at its sole discretion deposit the Pledged Materials with the Clerk
of  the  United  States  District  Court  of  New Jersey, sitting in Newark, New
Jersey,  and, upon notifying all parties concerned of such action, all liability
on  the  part  of  the Escrow Agent shall fully cease and terminate.  The Escrow
Agent  shall  be  indemnified  by  the  Pledgor, the Company and Pledgee for all
costs,  including  reasonable  attorneys'  fees in connection with the aforesaid
proceeding,  and  shall  be  fully  protected in suspending all or a part of its
activities  under  this  Agreement until a final decision or other settlement in
the  proceeding  is  received.

     6.5.     The  Escrow  Agent may consult with counsel of its own choice (and
the  costs  of  such counsel shall be paid by the Pledgor and Pledgee) and shall
have  full  and  complete  authorization  and protection for any action taken or
suffered  by  it  hereunder  in good faith and in accordance with the opinion of
such  counsel.  The Escrow Agent shall not be liable for any mistakes of fact or
error of judgment, or for any actions or omissions of any kind, unless caused by
its  willful  misconduct  or  gross  negligence.

     6.6.     The  Escrow Agent may resign upon ten (10) days' written notice to
the  parties  in  this  Agreement.  If a successor Escrow Agent is not appointed
within  this  ten  (10)  day  period,  the  Escrow Agent may petition a court of
competent  jurisdiction  to  name  a  successor.

     6.7     Conflict  Waiver.  The  Pledgor hereby acknowledges that the Escrow
             ----------------
Agent is general counsel to the Pledgee, a partner in the general partner of the
Pledgee,  and  counsel  to  the  Pledgee  in  connection  with  the transactions
contemplated  and  referred herein.  The Pledgor agrees that in the event of any
dispute  arising  in  connection  with this Agreement or otherwise in connection
with  any  transaction or agreement contemplated and referred herein, the Escrow
Agent  shall  be  permitted to continue to represent the Pledgee and the Pledgor
will  not seek to disqualify such counsel and waives any objection Pledgor might
have  with  respect  to  the Escrow Agent acting as the Escrow Agent pursuant to
this  Agreement.

     6.8     Notices.  Unless  otherwise  provided herein, all demands, notices,
             --------
consents,  service of process, requests and other communications hereunder shall
be  in writing and shall be delivered in person or by overnight courier service,
or  mailed  by  certified  mail,  return  receipt  requested,  addressed:


                                     EX-145
<PAGE>

If  to  the  Pledgor,  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  Pledgee:          Cornell  Capital  Partners,  LP
                               101  Hudson  Street,  Suite  3700
                               Jersey  City,  NJ  07302
                               Attention:   Mark  A.  Angelo
                               Telephone:  (201)  985-8300
                               Facsimile:   (201)  985-8744

With  copy  to:                David  Gonzalez,  Esq.
                               101  Hudson  Street,  Suite  3700
                               Jersey  City,  NJ  07302
                               Telephone:  (201)  985-8300
                               Facsimile:  (201)  985-1964

Any  such  notice  shall  be  effective (a) when delivered, if delivered by hand
delivery or overnight courier service, or (b) five (5) days after deposit in the
United  States  mail,  as  applicable.

     7.     Binding  Effect.  All  of  the  covenants  and obligations contained
            ---------------
herein  shall  be  binding upon and shall inure to the benefit of the respective
parties,  their  successors  and  assigns.

     8.     Governing  Law;  Venue;  Service  of  Process.  The  validity,
            ---------------------------------------------
interpretation  and  performance  of  this  Agreement  shall  be  determined  in
accordance with the laws of the State of New Jersey applicable to contracts made
and  to  be performed wholly within that state except to the extent that Federal
law applies.  The parties hereto agree that any disputes, claims, disagreements,
lawsuits,  actions  or  controversies  of  any  type  or nature whatsoever that,
directly  or  indirectly,  arise  from  or  relate to this Agreement, including,
without limitation, claims relating to the inducement, construction, performance
or  termination of this Agreement, shall be brought in the state superior courts
located  in  Hudson  County,  New  Jersey  or Federal district courts located in
Newark,  New Jersey, and the parties hereto agree not to challenge the selection
of  that  venue  in  any  such  proceeding  for  any  reason, including, without
limitation,  on  the  grounds  that  such  venue  is an inconvenient forum.  The
parties  hereto specifically agree that service of process may be made, and such
service  of  process  shall  be effective if made, pursuant to Section 8 hereto.


                                     EX-146
<PAGE>

     9.     Enforcement  Costs.  If  any  legal  action  or other pro-ceeding is
            ------------------
brought for the enforcement of this Agreement, or because of an alleged dispute,
breach,  default or misrepresenta-tion in connection with any provisions of this
Agreement,  the  successful  or prevailing party or parties shall be entitled to
recover  reasonable  attorneys'  fees,  court costs and all expenses even if not
taxable as court costs (including, without limita-tion, all such fees, costs and
expenses  incident  to  appeals),  incurred  in  that  action  or proceeding, in
addition  to  any  other  relief to which such party or parties may be entitled.

     10.     Remedies  Cumulative.  No remedy herein conferred upon any party is
             --------------------
intended  to  be  exclusive  of any other remedy, and each and every such remedy
shall  be  cumulative  and  shall  be  in  addition  to every other remedy given
hereunder  or  now  or  here-after  existing  at  law, in equity, by statute, or
otherwise.  No  single  or  partial exercise by any party of any right, power or
remedy  hereunder  shall  preclude  any  other  or  further  exercise  thereof.

     11.     Counterparts.  This  Agreement  may  be  executed  in  one  or more
             ------------
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  the  same  instrument.

     12.     No  Penalties.  No provision of this Agreement is to be interpreted
             -------------
as  a  penalty  upon  any  party  to  this  Agreement.

     13.     JURY  TRIAL.  EACH OF THE PLEDGEE AND THE PLEDGOR HEREBY KNOWINGLY,
             -----------
VOLUNTARILY  AND  INTENTIONALLY WAIVES THE RIGHT WHICH IT MAY HAVE TO A TRIAL BY
JURY  OF  ANY  CLAIM, DEMAND, ACTION OR CAUSE OF ACTION BASED HEREON, OR ARISING
OUT  OF,  UNDER  OR  IN  ANY WAY CONNECTED WITH THE DEALINGS BETWEEN PLEDGEE AND
PLEDGOR, THIS PLEDGE AND ESCROW AGREEMENT OR ANY DOCUMENT EXECUTED IN CONNECTION
HEREWITH,  OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL
OR  WRITTEN)  OR ACTIONS OF ANY PARTY HERETO OR THERETO IN EACH CASE WHETHER NOW
EXISTING  OR  HEREAFTER  ARISING,  AND  WHETHER  IN  CONTRACT,  TORT,  EQUITY OR
OTHERWISE.

     [SIGNATURE  PAGES  TO  IMMEDIATELY  FOLLOW]

                                     EX-147
<PAGE>

     IN  WITNESS  WHEREOF, the parties hereto have duly executed this Pledge and
Escrow  Agreement  as  of  the  date  first  above  written.

                                            Cornell Capital Partners, LP

                                            By: Yorkville Advisors, LLC
                                            Its: General Partner

                                            By: /s/ Mark Angelo
                                                -------------------
                                            Name: Mark Angelo

                                            Title: Portfolio Manager

                                            BRENT BYSOUTH
                                            /s/ BRENT BYSOUTH
                                            -------------------
                                            Title: Director
                                            Number of shares pledged: 10,247,280


                                            RICARDO JAVIER ROSADO TRUJEQUE
                                            /s/ RICARDO JAVIER ROSADO TRUJEQUE
                                            ----------------------------------
                                            Title: CFO
                                            Number of shares pledged: 2,545,667


                                            ANTHONY ALDA
                                            /s/ ANTHONY ALDA
                                            -------------------
                                            Title: CEO
                                            Number of shares pledged: 1,125,000


                                            PETER HOGENDOORN
                                            /s/ PETER HOGENDOORN
                                            -------------------
                                            Title: Consultant
                                            Number of shares pledged: 1,000,000


                                            Escrow Agent

                                            By: /s/ David Gonzalez, Esq.
                                                ------------------------
                                            Name: David Gonzalez, Esq.


                                     EX-148
<PAGE>