EXHIBIT 10.14

                                     WARRANT
                                     -------

THE  SECURITIES  REPRESENTED  BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES  ACT  OF  1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE
SECURITIES  HAVE  BEEN  ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE,
SOLD,  TRANSFERRED  OR  ASSIGNED  IN  THE  ABSENCE  OF AN EFFECTIVE REGISTRATION
STATEMENT  FOR  THE  SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE  STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY
SATISFACTORY  TO  THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE  STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT.  NOTWITHSTANDING  THE  FOREGOING, THIS WARRANT MAY BE PLEDGED IN CONNECTION
WITH  A  BONA  FIDE  MARGIN  ACCOUNT.

                                 NS8 CORPORATION

                        Warrant To Purchase Common Stock

Warrant  No.:  CCP-003                            Number  of  Shares: 10,000,000



Date  of  Issuance:  November  __,  2005



NS8  Corporation, a Delaware corporation (the "Company"), hereby certifies that,
                                               -------
for  good  and  valuable consideration, the receipt and sufficiency of which are
hereby  acknowledged,  Cornell  Capital Partners, LP ("Cornell"), the registered
                                                       -------
holder  hereof  or  its permitted assigns, is entitled, subject to the terms set
forth below, to purchase from the Company upon surrender of this Warrant, at any
time or times on or after the date hereof, but not after 11:59 P.M. Eastern Time
on  the  Expiration Date (as defined herein) Ten Million (10,000,000) fully paid
and nonassessable shares of Common Stock (as defined herein) of the Company (the
"Warrant Shares") at the exercise price per share provided in Section 1(b) below
 --------------
or  as  subsequently  adjusted;  provided,  however,  that in no event shall the
holder  be  entitled  to exercise this Warrant for a number of Warrant Shares in
excess  of  that  number  of  Warrant  Shares  which, upon giving effect to such
exercise,  would  cause  the  aggregate  number  of  shares  of  Common  Stock
beneficially  owned  by  the  holder  and  its affiliates to exceed 4.99% of the
outstanding  shares  of  the Common Stock following such exercise, except within
sixty  (60) days of the Expiration Date.  For purposes of the foregoing proviso,
the  aggregate number of shares of Common Stock beneficially owned by the holder
and  its  affiliates shall include the number of shares of Common Stock issuable
upon  exercise  of  this Warrant with respect to which the determination of such
proviso  is  being made, but shall exclude shares of Common Stock which would be
issuable  upon  (i) exercise of the remaining, unexercised Warrants beneficially
owned  by  the  holder and its affiliates and (ii) exercise or conversion of the
unexercised  or  unconverted  portion  of  any  other  securities of the Company
beneficially  owned  by  the  holder  and  its  affiliates  (including,  without
limitation, any convertible notes or preferred stock) subject to a limitation on
conversion  or exercise analogous to the limitation contained herein.  Except as
set  forth in the preceding sentence, for purposes of this paragraph, beneficial
ownership shall be calculated in accordance with Section 13(d) of the Securities


                                     EX-197
<PAGE>

Exchange  Act of 1934, as amended.  For purposes of this Warrant, in determining
the number of outstanding shares of Common Stock a holder may rely on the number
of  outstanding  shares  of  Common Stock as reflected in (1) the Company's most
recent  Form 10-QSB or Form 10-KSB, as the case may be, (2) a more recent public
announcement  by  the  Company  or  (3)  any  other notice by the Company or its
transfer  agent  setting forth the number of shares of Common Stock outstanding.
Upon  the  written  request of any holder, the Company shall promptly, but in no
event  later  than  one  (1)  Business Day following the receipt of such notice,
confirm  in writing to any such holder the number of shares of Common Stock then
outstanding.  In  any  case,  the  number  of outstanding shares of Common Stock
shall  be determined after giving effect to the exercise of Warrants (as defined
below)  by such holder and its affiliates since the date as of which such number
of  outstanding  shares  of  Common  Stock  was  reported.

     Section  1.

     (a)     This  Warrant  is the common stock purchase warrant (the "Warrant")
                                                                       -------
issued  pursuant  to  the Securities Purchase Agreement dated the date hereof by
and  between  the  Company  and  Cornell.

     (b)     Definitions.  The following words and terms as used in this Warrant
             -----------
shall  have  the  following  meanings:

     (i)     "Approved  Stock  Plan"  means  any employee benefit plan which has
              ---------------------
been  approved  by  the Board of Directors of the Company, pursuant to which the
Company's  securities  may  be  issued  to any employee, officer or director for
services  provided  to  the  Company.

     (ii)     "Business  Day" means any day other than Saturday, Sunday or other
               -------------
day on which commercial banks in the City of New York are authorized or required
by  law  to  remain  closed.

     (iii)     "Closing  Bid  Price" means the closing bid price of Common Stock
                -------------------
as  quoted  on  the Principal Market (as reported by Bloomberg Financial Markets
("Bloomberg")  through  its  "Volume  at  Price"  function).
  ---------

     (iv)     "Common  Stock"  means  (i)  the Company's common stock, par value
               -------------
$0.0001 per share, and (ii) any capital stock into which such Common Stock shall
have been changed or any capital stock resulting from a reclassification of such
Common  Stock.

     (v)     "Event  of Default" means an event of default under the convertible
              -----------------
debentures  issued  to the Cornell pursuant to the Securities Purchase Agreement
of  even  date  herewith,  or any other related agreements hereunder between the
Company  and  Cornell of even date herewith which is not cured by the Company by
any  applicable  cure  period  therein.

     (vi)     "Excluded Securities" means, provided such security is issued at a
               -------------------
price  which  is  greater than or equal to the arithmetic average of the Closing
Bid  Prices  of  the  Common  Stock  for  the  ten (10) consecutive trading days


                                     EX-198
<PAGE>

immediately  preceding  the  date  of  issuance,  any  of the following: (a) any
issuance by the Company of securities in connection with a strategic partnership
or  a  joint  venture  (the  primary  purpose  of  which  is not to raise equity
capital),  (b)  any issuance by the Company of securities as consideration for a
merger  or  consolidation or the acquisition of a business, product, license, or
other  assets  of another person or entity and (c) options to purchase shares of
Common  Stock,  provided  (I)  such  options  are  issued after the date of this
Warrant  to  employees of the Company within thirty (30) days of such employee's
starting  his  employment  with the Company, and (II) the exercise price of such
options  is  not less than the Closing Bid Price of the Common Stock on the date
of  issuance  of  such  option.

     (vii)     "Expiration Date" means the date five (5) years from the Issuance
                ---------------
Date  of  this Warrant or, if such date falls on a Saturday, Sunday or other day
on  which  banks are required or authorized to be closed in the City of New York
or  the  State  of  New  York  or  on  which  trading does not take place on the
Principal  Exchange  or  automated quotation system on which the Common Stock is
traded  (a  "Holiday"),  the  next  date  that  is  not  a  Holiday.
             -------

     (viii)     "Issuance  Date"  means  the  date  hereof.
                 --------------

     (ix)     "Options"  means  any rights, warrants or options to subscribe for
               -------
or  purchase  Common  Stock  or  Convertible  Securities.

     (x)     "Other  Securities"  means  (i)  those  options and warrants of the
              -----------------
Company  issued prior to, and outstanding on, the Issuance Date of this Warrant,
(ii)  the  shares  of  Common  Stock  issuable  on  exercise of such options and
warrants,  provided such options and warrants are not amended after the Issuance
Date of this Warrant and (iii) the shares of Common Stock issuable upon exercise
of  this  Warrant.

     (xi)     "Person"  means  an  individual,  a  limited  liability company, a
               ------
partnership,  a  joint  venture,  a  corporation,  a  trust,  an  unincorporated
organization  and  a  government  or  any  department  or  agency  thereof.

     (xii)     "Principal  Market"  means  the  New  York  Stock  Exchange,  the
                -----------------
American Stock Exchange, the Nasdaq National Market, the Nasdaq SmallCap Market,
whichever  is  at  the  time  the  principal trading exchange or market for such
security,  or  the  over-the-counter market on the electronic bulletin board for
such  security  as  reported  by  Bloomberg or, if no bid or sale information is
reported  for  such security by Bloomberg, then the average of the bid prices of
each  of the market makers for such security as reported in the "pink sheets" by
the  National  Quotation  Bureau,  Inc.

     (xiii)     "Securities  Act"  means the Securities Act of 1933, as amended.
                 ---------------

     (xiv)     "Warrant" means this Warrant and all Warrants issued in exchange,
                -------
transfer  or  replacement  thereof.

     (xv)     "Warrant  Exercise  Price"  shall  be  $0.05 or  as subsequently
               ------------------------
adjusted  as  provided  in  Section  8  hereof.


                                     EX-199
<PAGE>

     (xvi)     "Warrant Shares" means the shares of Common Stock issuable at any
                --------------
time  upon  exercise  of  this  Warrant.

     (c)     Other  Definitional  Provisions.

     (i)     Except  as otherwise specified herein, all references herein (A) to
the  Company  shall be deemed to include the Company's successors and (B) to any
applicable  law defined or referred to herein shall be deemed references to such
applicable  law as the same may have been or may be amended or supplemented from
time  to  time.

     (ii)     When  used  in  this  Warrant,  the  words "herein", "hereof", and
                                                          ------    ------
"hereunder"  and words of similar import, shall refer to this Warrant as a whole
 ---------
and  not  to any provision of this Warrant, and the words "Section", "Schedule",
                                                           -------    --------
and  "Exhibit"  shall  refer to Sections of, and Schedules and Exhibits to, this
      -------
Warrant  unless  otherwise  specified.

     (iii)     Whenever  the context so requires, the neuter gender includes the
masculine  or  feminine,  and  the singular number includes the plural, and vice
versa.

     Section  2.     Exercise  of  Warrant.
                     ---------------------

     (a)     Subject  to  the  terms  and conditions hereof, this Warrant may be
exercised  by the holder hereof then registered on the books of the Company, pro
rata  as  hereinafter  provided, at any time on any Business Day on or after the
opening  of  business  on such Business Day, commencing with the first day after
the date hereof, and prior to 11:59 P.M. Eastern Time on the Expiration Date (i)
by delivery of a written notice, in the form of the subscription notice attached
as  Exhibit  A  hereto  (the  "Exercise  Notice"),  of such holder's election to
    ----------                 ----------------
exercise  this  Warrant, which notice shall specify the number of Warrant Shares
to  be  purchased,  payment  to  the  Company  of an amount equal to the Warrant
Exercise  Price(s)  applicable to the Warrant Shares being purchased, multiplied
by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to
which  this  Warrant  is  being exercised (plus any applicable issue or transfer
taxes)  (the "Aggregate Exercise Price") in cash or wire transfer of immediately
              ------------------------
available  funds  and  the  surrender  of  this  Warrant  (or an indemnification
undertaking  with  respect  to  this  Warrant  in the case of its loss, theft or
destruction)  to  a common carrier for overnight delivery to the Company as soon
as  practicable  following  such  date  ("Cash Basis") or (ii) if at the time of
                                          ----------
exercise,  the  Warrant  Shares  are  not  subject  to an effective registration
statement  or  if  an  Event  of Default has occurred, by delivering an Exercise
Notice  and in lieu of making payment of the Aggregate Exercise Price in cash or
wire  transfer,  elect instead to receive upon such exercise the "Net Number" of
shares  of  Common  Stock  determined  according  to  the following formula (the
"Cashless  Exercise"):
      -------------

Net  Number  =  (A  x  B)  -  (A  x  C)
                -----------------------
                           B

     For  purposes  of  the  foregoing  formula:

A  =  the  total  number of Warrant Shares with respect to which this Warrant is
then  being  exercised.


                                     EX-200
<PAGE>

B  =  the  Closing  Bid Price of the Common Stock on the date of exercise of the
Warrant.

C  = the Warrant Exercise Price then in effect for the applicable Warrant Shares
at  the  time  of  such  exercise.

     In  the  event of any exercise of the rights represented by this Warrant in
compliance  with  this Section 2, the Company shall on or before the fifth (5th)
Business Day following the date of receipt of the Exercise Notice, the Aggregate
Exercise  Price and this Warrant (or an indemnification undertaking with respect
to  this  Warrant in the case of its loss, theft or destruction) and the receipt
of the representations of the holder specified in Section 6 hereof, if requested
by  the  Company (the "Exercise Delivery Documents"), and if the Common Stock is
                       ---------------------------
DTC  eligible,  credit  such aggregate number of shares of Common Stock to which
the  holder  shall be entitled to the holder's or its designee's balance account
with  The  Depository  Trust  Company;  provided,  however,  if  the  holder who
submitted  the  Exercise Notice requested physical delivery of any or all of the
Warrant  Shares,  or,  if the Common Stock is not DTC eligible  then the Company
shall,  on  or  before  the  fifth  (5th)  Business Day following receipt of the
Exercise  Delivery  Documents,  issue  and  surrender  to  a  common carrier for
overnight  delivery  to  the  address  specified  in  the  Exercise  Notice,  a
certificate,  registered  in the name of the holder, for the number of shares of
Common  Stock  to  which  the holder shall be entitled pursuant to such request.
Upon delivery of the Exercise Notice and Aggregate Exercise Price referred to in
clause  (i)  or  (ii)  above  the holder of this Warrant shall be deemed for all
corporate  purposes  to  have  become the holder of record of the Warrant Shares
with respect to which this Warrant has been exercised.  In the case of a dispute
as  to the determination of the Warrant Exercise Price, the Closing Bid Price or
the  arithmetic  calculation  of  the Warrant Shares, the Company shall promptly
issue  to the holder the number of Warrant Shares that is not disputed and shall
submit  the disputed determinations or arithmetic calculations to the holder via
facsimile  within  one  (1)  Business  Day  of  receipt of the holder's Exercise
Notice.

     (b)     If  the  holder  and  the  Company  are  unable  to  agree upon the
determination  of  the  Warrant  Exercise Price or arithmetic calculation of the
Warrant  Shares  within one (1) day of such disputed determination or arithmetic
calculation  being  submitted  to the holder, then the Company shall immediately
submit  via  facsimile  (i)  the  disputed determination of the Warrant Exercise
Price  or  the Closing Bid Price to an independent, reputable investment banking
firm  or  (ii)  the disputed arithmetic calculation of the Warrant Shares to its
independent, outside accountant.  The Company shall cause the investment banking
firm  or  the  accountant,  as the case may be, to perform the determinations or
calculations  and notify the Company and the holder of the results no later than
forty-eight  (48) hours from the time it receives the disputed determinations or
calculations.  Such  investment  banking firm's or accountant's determination or
calculation,  as  the  case  may  be, shall be deemed conclusive absent manifest
error.

     (c)     Unless the rights represented by this Warrant shall have expired or
shall  have  been fully exercised, the Company shall, as soon as practicable and
in  no event later than five (5) Business Days after any exercise and at its own
expense, issue a new Warrant identical in all respects to this Warrant exercised
except  it  shall  represent  rights  to  purchase  the number of Warrant Shares


                                     EX-201
<PAGE>

purchasable  immediately  prior  to  such exercise under this Warrant exercised,
less  the  number  of  Warrant  Shares  with  respect  to  which such Warrant is
exercised.

     (d)     No  fractional  Warrant  Shares  are to be issued upon any pro rata
exercise  of  this  Warrant, but rather the number of Warrant Shares issued upon
such  exercise  of this Warrant shall be rounded up or down to the nearest whole
number.

     (e)     If  the  Company or its Transfer Agent shall fail for any reason or
for  no  reason  to  issue  to the holder within ten (10) days of receipt of the
Exercise  Delivery  Documents, a certificate for the number of Warrant Shares to
which  the holder is entitled or to credit the holder's balance account with The
Depository  Trust  Company for such number of Warrant Shares to which the holder
is  entitled  upon  the holder's exercise of this Warrant, the Company shall, in
addition  to  any  other  remedies  under  this  Warrant  or the Placement Agent
Agreement  or  otherwise  available to such holder, pay as additional damages in
cash  to  such  holder  on each day the issuance of such certificate for Warrant
Shares  is  not  timely effected an amount equal to 0.025% of the product of (A)
the  sum  of  the  number of Warrant Shares not issued to the holder on a timely
basis  and to which the holder is entitled, and (B) the Closing Bid Price of the
Common  Stock  for  the trading day immediately preceding the last possible date
which  the  Company  could  have  issued such Common Stock to the holder without
violating  this  Section  2.

     (f)     If within ten (10) days after the Company's receipt of the Exercise
Delivery Documents, the Company fails to deliver a new Warrant to the holder for
the  number  of  Warrant  Shares  to  which  such holder is entitled pursuant to
Section  2  hereof, then, in addition to any other available remedies under this
Warrant or the Placement Agent Agreement, or otherwise available to such holder,
the  Company  shall pay as additional damages in cash to such holder on each day
after such tenth (10th) day that such delivery of such new Warrant is not timely
effected in an amount equal to 0.25% of the product of (A) the number of Warrant
Shares  represented  by the portion of this Warrant which is not being exercised
and  (B)  the  Closing  Bid  Price  of  the  Common  Stock  for  the trading day
immediately preceding the last possible date which the Company could have issued
such  Warrant  to  the  holder  without  violating  this  Section  2.

     Section  3.     Covenants as to Common Stock.  The Company hereby covenants
                     ----------------------------
and  agrees  as  follows:

     (a)     This  Warrant  is,  and  any Warrants issued in substitution for or
replacement  of  this Warrant will upon issuance be, duly authorized and validly
issued.

     (b)     All  Warrant  Shares  which  may be issued upon the exercise of the
rights represented by this Warrant will, upon issuance, be validly issued, fully
paid  and  nonassessable and free from all taxes, liens and charges with respect
to  the  issue  thereof.

     (c)     During  the  period  within  which  the  rights represented by this
Warrant  may  be  exercised,  the  Company will at all times have authorized and
reserved  at  least one hundred percent (100%) of the number of shares of Common
Stock  needed to provide for the exercise of the rights then represented by this
Warrant and the par value of said shares will at all times be less than or equal
to  the  applicable Warrant Exercise Price.  If at any time the Company does not
have  a  sufficient  number  of shares of Common Stock authorized and available,


                                     EX-202
<PAGE>

then  the  Company  shall  call  and  hold a special meeting of its stockholders
within  sixty  (60)  days  of  that  time for the sole purpose of increasing the
number  of  authorized  shares  of  Common  Stock.

     (d)     If  at  any  time  after  the  date hereof the Company shall file a
registration statement, the Company shall include the Warrant Shares issuable to
the holder, pursuant to the terms of this Warrant and shall maintain, so long as
any other shares of Common Stock shall be so listed, such listing of all Warrant
Shares  from  time  to  time issuable upon the exercise of this Warrant; and the
Company  shall  so  list  on  each  national  securities  exchange  or automated
quotation  system,  as  the case may be, and shall maintain such listing of, any
other  shares of capital stock of the Company issuable upon the exercise of this
Warrant  if  and so long as any shares of the same class shall be listed on such
national  securities  exchange  or  automated  quotation  system.

     (e)     The Company will not, by amendment of its Articles of Incorporation
or  through  any  reorganization,  transfer  of  assets,  consolidation, merger,
dissolution,  issue  or sale of securities, or any other voluntary action, avoid
or  seek  to  avoid  the  observance  or  performance  of any of the terms to be
observed  or  performed  by  it  hereunder,  but will at all times in good faith
assist  in  the  carrying  out  of all the provisions of this Warrant and in the
taking  of  all such action as may reasonably be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant
against  dilution  or other impairment, consistent with the tenor and purpose of
this  Warrant.  The  Company  will  not  increase the par value of any shares of
Common  Stock  receivable  upon  the  exercise of this Warrant above the Warrant
Exercise  Price  then  in  effect, and (ii) will take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully  paid  and  nonassessable shares of Common Stock upon the exercise of this
Warrant.

     (f)     This  Warrant  will  be  binding  upon any entity succeeding to the
Company  by  merger, consolidation or acquisition of all or substantially all of
the  Company's  assets.

     Section  4.     Taxes.  The Company shall pay any and all taxes, except any
                     -----
applicable  withholding,  which  may be payable with respect to the issuance and
delivery  of  Warrant  Shares  upon  exercise  of  this  Warrant.

     Section  5.     Warrant  Holder  Not  Deemed  a  Stockholder.  Except  as
                     --------------------------------------------
otherwise  specifically  provided  herein,  no  holder, as such, of this Warrant
shall be entitled to vote or receive dividends or be deemed the holder of shares
of capital stock of the Company for any purpose, nor shall anything contained in
this  Warrant be construed to confer upon the holder hereof, as such, any of the
rights  of  a  stockholder of the Company or any right to vote, give or withhold
consent  to  any  corporate  action (whether any reorganization, issue of stock,
reclassification  of  stock,  consolidation,  merger,  conveyance or otherwise),
receive  notice  of  meetings,  receive  dividends  or  subscription  rights, or
otherwise,  prior  to  the issuance to the holder of this Warrant of the Warrant
Shares which he or she is then entitled to receive upon the due exercise of this
Warrant.  In  addition,  nothing contained in this Warrant shall be construed as
imposing  any  liabilities  on  such  holder  to  purchase  any securities (upon
exercise  of  this  Warrant  or  otherwise)  or as a stockholder of the Company,
whether  such  liabilities  are  asserted  by the Company or by creditors of the
Company.  Notwithstanding this Section 5, the Company will provide the holder of
this  Warrant with copies of the same notices and other information given to the


                                     EX-203
<PAGE>

stockholders of the Company generally, contemporaneously with the giving thereof
to  the  stockholders.

     Section  6.     Representations  of Holder.  The holder of this Warrant, by
                     --------------------------
the  acceptance  hereof,  represents  that  it is acquiring this Warrant and the
Warrant  Shares  for  its  own  account  for investment only and not with a view
towards,  or  for  resale in connection with, the public sale or distribution of
this  Warrant  or  the  Warrant  Shares,  except pursuant to sales registered or
exempted  under  the  Securities  Act;  provided,  however,  that  by making the
representations herein, the holder does not agree to hold this Warrant or any of
the Warrant Shares for any minimum or other specific term and reserves the right
to dispose of this Warrant and the Warrant Shares at any time in accordance with
or  pursuant  to  a  registration statement or an exemption under the Securities
Act.  The holder of this Warrant further represents, by acceptance hereof, that,
as of this date, such holder is an "accredited investor" as such term is defined
in  Rule  501(a)(1)  of  Regulation D promulgated by the Securities and Exchange
Commission  under  the Securities Act (an "Accredited Investor").  Upon exercise
                                           -------------------
of  this  Warrant  the  holder  shall,  if  requested by the Company, confirm in
writing,  in  a  form  satisfactory  to  the Company, that the Warrant Shares so
purchased  are  being  acquired solely for the holder's own account and not as a
nominee  for  any  other  party,  for  investment,  and  not  with a view toward
distribution  or resale and that such holder is an Accredited Investor.  If such
holder  cannot  make  such  representations  because  they  would  be  factually
incorrect,  it  shall  be  a condition to such holder's exercise of this Warrant
that  the  Company  receive  such other representations as the Company considers
reasonably  necessary  to assure the Company that the issuance of its securities
upon  exercise  of  this  Warrant  shall  not violate any United States or state
securities  laws.

     Section  7.     Ownership  and  Transfer.
                     ------------------------

     (a)     The  Company  shall maintain at its principal executive offices (or
such  other office or agency of the Company as it may designate by notice to the
holder  hereof),  a register for this Warrant, in which the Company shall record
the  name  and address of the person in whose name this Warrant has been issued,
as  well  as the name and address of each transferee.  The Company may treat the
person  in whose name any Warrant is registered on the register as the owner and
holder thereof for all purposes, notwithstanding any notice to the contrary, but
in  all  events  recognizing  any transfers made in accordance with the terms of
this  Warrant.

     Section  8.     Adjustment  of Warrant Exercise Price and Number of Shares.
                     ----------------------------------------------------------
The  Warrant  Exercise  Price  and the number of shares of Common Stock issuable
upon  exercise  of  this Warrant shall be adjusted from time to time as follows:

     (a)     Adjustment  of  Warrant  Exercise  Price  and Number of Shares upon
             -------------------------------------------------------------------
Issuance of Common Stock.  If and whenever on or after the Issuance Date of this
------------------------
Warrant,  the  Company issues or sells, or is deemed to have issued or sold, any
shares  of  Common  Stock (other than (i) Excluded Securities and (ii) shares of
Common  Stock  which  are issued or deemed to have been issued by the Company in
connection  with  an  Approved  Stock Plan or upon exercise or conversion of the
Other  Securities)  for  a  consideration  per  share  less  than  a  price (the
"Applicable  Price")  equal  to the Warrant Exercise Price in effect immediately
 -----------------
prior  to  such  issuance or sale, then immediately after such issue or sale the
Warrant  Exercise  Price  then  in effect shall be reduced to an amount equal to


                                     EX-204
<PAGE>

such consideration per share.  Upon each such adjustment of the Warrant Exercise
Price  hereunder,  the  number  of Warrant Shares issuable upon exercise of this
Warrant  shall be adjusted to the number of shares determined by multiplying the
Warrant  Exercise  Price  in  effect immediately prior to such adjustment by the
number  of  Warrant  Shares  issuable  upon exercise of this Warrant immediately
prior  to  such  adjustment  and  dividing  the  product  thereof by the Warrant
Exercise  Price  resulting  from  such  adjustment.

     (b)     Effect  on  Warrant Exercise Price of Certain Events.  For purposes
             ----------------------------------------------------
of determining the adjusted Warrant Exercise Price under Section 8(a) above, the
following  shall  be  applicable:

     (i)     Issuance  of Options.  If after the date hereof, the Company in any
             --------------------
manner  grants any Options and the lowest price per share for which one share of
Common Stock is issuable upon the exercise of any such Option or upon conversion
or  exchange  of  any  convertible securities issuable upon exercise of any such
Option  is less than the Applicable Price, then such share of Common Stock shall
be  deemed  to be outstanding and to have been issued and sold by the Company at
the  time  of the granting or sale of such Option for such price per share.  For
purposes of this Section 8(b)(i), the lowest price per share for which one share
of  Common Stock is issuable upon exercise of such Options or upon conversion or
exchange  of such Convertible Securities shall be equal to the sum of the lowest
amounts  of  consideration  (if  any) received or receivable by the Company with
respect  to  any  one  share  of  Common  Stock upon the granting or sale of the
Option,  upon  exercise  of  the  Option  or  upon conversion or exchange of any
convertible  security  issuable  upon  exercise  of  such  Option.  No  further
adjustment  of the Warrant Exercise Price shall be made upon the actual issuance
of such Common Stock or of such convertible securities upon the exercise of such
Options  or  upon  the  actual  issuance of such Common Stock upon conversion or
exchange  of  such  convertible  securities.

     (ii)     Issuance  of Convertible Securities.  If the Company in any manner
              -----------------------------------
issues  or  sells  any convertible securities and the lowest price per share for
which  one  share  of  Common  Stock is issuable upon the conversion or exchange
thereof is less than the Applicable Price, then such share of Common Stock shall
be  deemed  to be outstanding and to have been issued and sold by the Company at
the  time  of the issuance or sale of such convertible securities for such price
per  share.  For  the  purposes  of  this Section 8(b)(ii), the lowest price per
share  for  which  one share of Common Stock is issuable upon such conversion or
exchange  shall  be  equal to the sum of the lowest amounts of consideration (if
any)  received  or receivable by the Company with respect to one share of Common
Stock  upon the issuance or sale of the convertible security and upon conversion
or  exchange of such convertible security.  No further adjustment of the Warrant
Exercise  Price shall be made upon the actual issuance of such Common Stock upon
conversion  or exchange of such convertible securities, and if any such issue or
sale  of  such  convertible  securities is made upon exercise of any Options for
which  adjustment  of  the  Warrant  Exercise  Price  had been or are to be made
pursuant  to other provisions of this Section 8(b), no further adjustment of the
Warrant  Exercise  Price  shall  be  made  by  reason  of  such  issue  or sale.

     (iii)     Change  in  Option  Price or Rate of Conversion.  If the purchase
               ------------------------------------------------
price provided for in any Options, the additional consideration, if any, payable
upon  the  issue,  conversion  or exchange of any convertible securities, or the


                                     EX-205
<PAGE>

rate  at  which  any convertible securities are convertible into or exchangeable
for  Common  Stock  changes at any time, the Warrant Exercise Price in effect at
the  time  of  such change shall be adjusted to the Warrant Exercise Price which
would  have  been  in  effect  at  such  time  had  such  Options or convertible
securities provided for such changed purchase price, additional consideration or
changed  conversion  rate,  as  the  case may be, at the time initially granted,
issued  or  sold and the number of Warrant Shares issuable upon exercise of this
Warrant  shall  be  correspondingly  readjusted.  For  purposes  of this Section
8(b)(iii),  if  the  terms  of  any  Option  or  convertible  security  that was
outstanding  as  of  the Issuance Date of this Warrant are changed in the manner
described in the immediately preceding sentence, then such Option or convertible
security  and  the  Common  Stock  deemed  issuable upon exercise, conversion or
exchange  thereof  shall  be  deemed  to have been issued as of the date of such
change.  No  adjustment  pursuant  to  this  Section  8(b) shall be made if such
adjustment  would  result  in  an increase of the Warrant Exercise Price then in
effect.

     (c)     Effect  on  Warrant Exercise Price of Certain Events.  For purposes
             ----------------------------------------------------
of determining the adjusted Warrant Exercise Price under Sections 8(a) and 8(b),
the  following  shall  be  applicable:

     (i)     Calculation  of  Consideration  Received.  If  any  Common  Stock,
             ----------------------------------------
Options  or  convertible  securities  are  issued or sold or deemed to have been
issued  or sold for cash, the consideration received therefore will be deemed to
be  the  net  amount  received  by  the Company therefore.  If any Common Stock,
Options  or  convertible securities are issued or sold for a consideration other
than  cash, the amount of such consideration received by the Company will be the
fair  value  of  such consideration, except where such consideration consists of
marketable securities, in which case the amount of consideration received by the
Company  will  be  the market price of such securities on the date of receipt of
such  securities.  If  any  Common  Stock, Options or convertible securities are
issued  to  the owners of the non-surviving entity in connection with any merger
in  which  the  Company  is  the  surviving  entity, the amount of consideration
therefore  will be deemed to be the fair value of such portion of the net assets
and  business  of  the  non-surviving  entity  as is attributable to such Common
Stock, Options or convertible securities, as the case may be.  The fair value of
any  consideration  other  than cash or securities will be determined jointly by
the  Company and the holders of Warrants representing at least two-thirds (b) of
the  Warrant Shares issuable upon exercise of the Warrants then outstanding.  If
such  parties  are  unable  to  reach  agreement  within ten (10) days after the
occurrence  of  an  event  requiring valuation (the "Valuation Event"), the fair
                                                     ---------------
value  of  such  consideration  will be determined within five (5) Business Days
after  the  tenth  (10th)  day  following the Valuation Event by an independent,
reputable  appraiser jointly selected by the Company and the holders of Warrants
representing  at  least  two-thirds  (b)  of  the  Warrant  Shares issuable upon
exercise  of the Warrants then outstanding.  The determination of such appraiser
shall  be  final  and binding upon all parties and the fees and expenses of such
appraiser  shall  be  borne  jointly by the Company and the holders of Warrants.

     (ii)     Integrated  Transactions.  In  case  any  Option  is  issued  in
              ------------------------
connection  with  the issue or sale of other securities of the Company, together
comprising  one  integrated  transaction  in  which no specific consideration is
allocated  to such Options by the parties thereto, the Options will be deemed to
have  been  issued  for  a  consideration  of  $.01.


                                     EX-206
<PAGE>

     (iii)     Treasury  Shares.  The  number  of  shares  of  Common  Stock
               ----------------
outstanding  at  any  given time does not include shares owned or held by or for
the  account  of the Company, and the disposition of any shares so owned or held
will  be  considered  an  issue  or  sale  of  Common  Stock.

     (iv)     Record  Date.  If  the  Company  takes  a record of the holders of
              ------------
Common  Stock  for  the  purpose  of entitling them (1) to receive a dividend or
other distribution payable in Common Stock, Options or in convertible securities
or  (2)  to  subscribe  for  or  purchase  Common  Stock, Options or convertible
securities,  then such record date will be deemed to be the date of the issue or
sale  of  the shares of Common Stock deemed to have been issued or sold upon the
declaration  of  such  dividend  or the making of such other distribution or the
date  of the granting of such right of subscription or purchase, as the case may
be.

     (d)     Adjustment  of  Warrant  Exercise  Price  upon  Subdivision  or
             ---------------------------------------------------------------
Combination  of  Common  Stock.  If  the  Company  at any time after the date of
          --------------------
issuance  of  this  Warrant  subdivides  (by  any  stock  split, stock dividend,
recapitalization  or otherwise) one or more classes of its outstanding shares of
Common  Stock  into  a  greater  number of shares, any Warrant Exercise Price in
effect immediately prior to such subdivision will be proportionately reduced and
the  number  of  shares of Common Stock obtainable upon exercise of this Warrant
will be proportionately increased.  If the Company at any time after the date of
issuance  of  this  Warrant  combines  (by  combination,  reverse stock split or
otherwise)  one or more classes of its outstanding shares of Common Stock into a
smaller number of shares, any Warrant Exercise Price in effect immediately prior
to  such combination will be proportionately increased and the number of Warrant
Shares issuable upon exercise of this Warrant will be proportionately decreased.
Any  adjustment  under  this Section 8(d) shall become effective at the close of
business  on  the  date  the  subdivision  or  combination  becomes  effective.

     (e)     Distribution  of  Assets.  If the Company shall declare or make any
             ------------------------
dividend  or  other distribution of its assets (or rights to acquire its assets)
to holders of Common Stock, by way of return of capital or otherwise (including,
without  limitation,  any  distribution  of  cash,  stock  or  other securities,
property  or options by way of a dividend, spin off, reclassification, corporate
rearrangement  or  other  similar  transaction)  (a "Distribution"), at any time
                                                     ------------
after  the  issuance  of  this  Warrant,  then,  in  each  such  case:

     (i)     any Warrant Exercise Price in effect immediately prior to the close
of  business on the record date fixed for the determination of holders of Common
Stock  entitledto receive the Distribution shall be reduced, effective as of the
close of business on such record date, to a price determined by multiplying such
Warrant  Exercise  Price  by  a fraction of which (A) the numerator shall be the
Closing  Sale Price of the Common Stock on the trading day immediately preceding
such  record  date  minus  the  value of the Distribution (as determined in good
faith  by  the  Company's  Board of Directors) applicable to one share of Common
Stock,  and  (B)  the  denominator shall be the Closing Sale Price of the Common
Stock  on  the  trading  day  immediately  preceding  such  record  date;  and

     (ii)     either  (A)  the number of Warrant Shares obtainable upon exercise
of  this Warrant shall be increased to a number of shares equal to the number of
shares  of Common Stock obtainable immediately prior to the close of business on


                                     EX-207
<PAGE>

the  record date fixed for the determination of holders of Common Stock entitled
to  receive  the  Distribution  multiplied by the reciprocal of the fraction set
forth  in  the  immediately  preceding  clause (i), or (B) in the event that the
Distribution  is  of common stock of a company whose common stock is traded on a
national  securities exchange or a national automated quotation system, then the
holder  of  this  Warrant shall receive an additional warrant to purchase Common
Stock,  the  terms  of which shall be identical to those of this Warrant, except
that  such warrant shall be exercisable into the amount of the assets that would
have been payable to the holder of this Warrant pursuant to the Distribution had
the holder exercised this Warrant immediately prior to such record date and with
an  exercise  price  equal  to  the  amount  by which the exercise price of this
Warrant  was decreased with respect to the Distribution pursuant to the terms of
the  immediately  preceding  clause  (i).

     (f)     Certain  Events.  If  any  event occurs of the type contemplated by
             ---------------
the  provisions  of  this  Section  8  but  not  expressly  provided for by such
provisions  (including,  without  limitation, the granting of stock appreciation
rights,  phantom  stock  rights  or other rights with equity features), then the
Company's  Board of Directors will make an appropriate adjustment in the Warrant
Exercise Price and the number of shares of Common Stock obtainable upon exercise
of  this  Warrant  so  as  to protect the rights of the holders of the Warrants;
provided,  except  as set forth in section 8(d),that no such adjustment pursuant
to  this  Section  8(f) will increase the Warrant Exercise Price or decrease the
number  of shares of Common Stock obtainable as otherwise determined pursuant to
this  Section  8.

     (g)     Notices.
             -------

     (i)     Immediately  upon any adjustment of the Warrant Exercise Price, the
Company  will give written notice thereof to the holder of this Warrant, setting
forth  in reasonable detail, and certifying, the calculation of such adjustment.

     (ii)     The Company will give written notice to the holder of this Warrant
at  least  ten (10) days prior to the date on which the Company closes its books
or  takes  a  record  (A)  with respect to any dividend or distribution upon the
Common  Stock, (B) with respect to any pro rata subscription offer to holders of
Common  Stock  or (C) for determining rights to vote with respect to any Organic
Change  (as  defined  below),  dissolution  or  liquidation,  provided that such
information  shall  be  made known to the public prior to or in conjunction with
such  notice  being  provided  to  such  holder.

     (iii)     The  Company  will also give written notice to the holder of this
Warrant  at  least  ten (10) days prior to the date on which any Organic Change,
dissolution or liquidation will take place, provided that such information shall
be  made  known  to the public prior to or in conjunction with such notice being
provided  to  such  holder.

     Section  9.     Purchase  Rights;  Reorganization,  Reclassification,
                     -----------------------------------------------------
Consolidation,  Merger  or  Sale.
         -----------------------

     (a)     In  addition  to any adjustments pursuant to Section 8 above, if at
any time the Company grants, issues or sells any Options, Convertible Securities
or  rights to purchase stock, warrants, securities or other property pro rata to


                                     EX-208
<PAGE>

the  record  holders  of any class of Common Stock (the "Purchase Rights"), then
                                                         ---------------
the  holder  of  this  Warrant  will  be  entitled  to  acquire,  upon the terms
applicable  to  such  Purchase  Rights, the aggregate Purchase Rights which such
holder  could  have  acquired  if  such  holder had held the number of shares of
Common  Stock  acquirable  upon  complete  exercise  of this Warrant immediately
before  the  date  on which a record is taken for the grant, issuance or sale of
such  Purchase  Rights, or, if no such record is taken, the date as of which the
record holders of Common Stock are to be determined for the grant, issue or sale
of  such  Purchase  Rights.

     (b)     Any  recapitalization,  reorganization,  reclassification,
consolidation,  merger, sale of all or substantially all of the Company's assets
to  another Person or other transaction in each case which is effected in such a
way  that  holders  of  Common Stock are entitled to receive (either directly or
upon  subsequent  liquidation) stock, securities or assets with respect to or in
exchange  for  Common Stock is referred to herein as an "Organic Change."  Prior
                                                         --------------
to the consummation of any (i) sale of all or substantially all of the Company's
assets  to  an acquiring Person or (ii) other Organic Change following which the
Company  is  not  a  surviving  entity,  the Company will secure from the Person
purchasing  such  assets or the successor resulting from such Organic Change (in
each  case,  the  "Acquiring Entity") a written agreement (in form and substance
                   ----------------
satisfactory  to  the holders of Warrants representing at least two-thirds (iii)
of  the  Warrant Shares issuable upon exercise of the Warrants then outstanding)
to  deliver to each holder of Warrants in exchange for such Warrants, a security
of  the Acquiring Entity evidenced by a written instrument substantially similar
in  form  and  substance  to this Warrant and satisfactory to the holders of the
Warrants  (including  an  adjusted warrant exercise price equal to the value for
the  Common  Stock reflected by the terms of such consolidation, merger or sale,
and  exercisable for a corresponding number of shares of Common Stock acquirable
and  receivable  upon exercise of the Warrants without regard to any limitations
on  exercise,  if  the  value  so  reflected is less than any Applicable Warrant
Exercise  Price immediately prior to such consolidation, merger or sale).  Prior
to  the  consummation  of  any  other  Organic  Change,  the  Company shall make
appropriate  provision  (in  form  and  substance satisfactory to the holders of
Warrants representing a majority of the Warrant Shares issuable upon exercise of
the  Warrants  then  outstanding)  to  insure  that  each  of the holders of the
Warrants  will thereafter have the right to acquire and receive in lieu of or in
addition  to  (as  the  case  may be) the Warrant Shares immediately theretofore
issuable  and  receivable  upon  the exercise of such holder's Warrants (without
regard  to  any  limitations  on  exercise), such shares of stock, securities or
assets  that  would  have  been  issued  or  payable in such Organic Change with
respect to or in exchange for the number of Warrant Shares which would have been
issuable  and  receivable  upon  the exercise of such holder's Warrant as of the
date  of  such  Organic  Change  (without taking into account any limitations or
restrictions  on  the  exercisability  of  this  Warrant).

     Section  10.     Lost,  Stolen,  Mutilated  or  Destroyed Warrant.  If this
                      ------------------------------------------------
Warrant  is lost, stolen, mutilated or destroyed, the Company shall promptly, on
receipt  of  an  indemnification  undertaking  (or,  in  the case of a mutilated
Warrant,  the  Warrant),  issue  a new Warrant of like denomination and tenor as
this  Warrant  so  lost,  stolen,  mutilated  or  destroyed.

Section  11.     Notice.  Any notices, consents, waivers or other communications
                 ------
required  or  permitted  to  be given under the terms of this Warrant 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


                                     EX-209
<PAGE>

confirmation  of  receipt  is  received  by  the  sending  party transmission is
mechanically or electronically generated and kept on file by the sending party);
or  (iii)  one 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  Cornell:           Cornell  Capital  Partners,  LP
                           101  Hudson  Street  -  Suite  3700
                           Jersey  City,  NJ  07302
                           Attention:  Mark  A.  Angelo
                           Telephone:  (201)  985-8300
                           Facsimile:  (201)  985-8266

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


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  a  holder of this Warrant, to it at the address and facsimile number set
forth  on  Exhibit C hereto, with copies to such holder's representatives as set
           ---------
forth on Exhibit C, or at such other address and facsimile as shall be delivered
         ---------
to  the Company upon the issuance or transfer of this Warrant.  Each party shall
provide  five  days'  prior  written  notice to the other party of any change in
address  or  facsimile number.  Written confirmation of receipt (A) given by the
recipient of such notice, consent, facsimile, waiver or other communication, (or
(B)  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  12.     Date.  The  date  of  this  Warrant is set forth on page 1
                      ----
hereof.  This  Warrant,  in  all  events,  shall be wholly void and of no effect


                                     EX-210
<PAGE>

after  the close of business on the Expiration Date, except that notwithstanding
any  other  provisions  hereof, the provisions of Section 8(b) shall continue in
full  force  and  effect  after  such  date  as  to  any Warrant Shares or other
securities  issued  upon  the  exercise  of  this  Warrant.

     Section 13.     Amendment and Waiver.  Except as otherwise provided herein,
                     --------------------
the  provisions  of  the  Warrants  may  be amended and the Company may take any
action  herein  prohibited,  or  omit  to  perform any act herein required to be
performed  by  it,  only  if the Company has obtained the written consent of the
holders  of  Warrants  representing  at  least  two-thirds of the Warrant Shares
issuable  upon  exercise of the Warrants then outstanding; provided that, except
for  Section  8(d),  no  such  action may increase the Warrant Exercise Price or
decrease  the number of shares or class of stock obtainable upon exercise of any
Warrant  without  the  written  consent  of  the  holder  of  such  Warrant.

     Section  14.     Descriptive  Headings;  Governing  Law.  The  descriptive
                      --------------------------------------
headings of the several sections and paragraphs of this Warrant are inserted for
convenience  only  and  do not constitute a part of this Warrant.  The corporate
laws  of the State of New Jersey shall govern all issues concerning the relative
rights  of the Company and 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 jurisdictions) that would cause the application
of the laws of any jurisdictions other than the State of New Jersey.  Each party
hereby  irrevocably  submits  to  the  exclusive  jurisdiction  of the state and
federal courts sitting in Hudson County and the United States District Court for
the  District of New Jersey, for the adjudication of any dispute hereunder or in
connection herewith or therewith, 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, 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.

     Section  15.     Waiver  of  Jury Trial.  AS A MATERIAL INDUCEMENT FOR EACH
                      ----------------------
PARTY  HERETO  TO  ENTER  INTO THIS WARRANT, THE PARTIES HERETO HEREBY WAIVE ANY
RIGHT  TO  TRIAL  BY  JURY  IN  ANY  LEGAL PROCEEDING RELATED IN ANY WAY TO THIS
WARRANT  AND/OR  ANY  AND  ALL  OF  THE  OTHER  DOCUMENTS  ASSOCIATED  WITH THIS
TRANSACTION.

     IN  WITNESS WHEREOF, the Company has caused this Warrant to be signed as of
the  date  first  set  forth  above.

                                                           NS8 CORPORATION

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


                                     EX-211
<PAGE>

                              EXHIBIT A TO WARRANT
                              --------------------

                                 EXERCISE NOTICE
                                 ---------------

                                 TO BE EXECUTED
                BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

                                 NS8 CORPORATION

     The  undersigned  holder  hereby  exercises  the  right  to  purchase
______________  of  the  shares  of  Common  Stock  ("Warrant  Shares")  of  NS8
                                                      ---------------
Corporation,  a  Delaware corporation (the "Company"), evidenced by the attached
                                            -------
Warrant  (the  "Warrant").  Capitalized  terms  used  herein  and  not otherwise
                -------
defined  shall  have  the  respective  meanings  set  forth  in  the  Warrant.

Specify  Method  of  exercise  by  check  mark:

     1.  ___     Cash  Exercise

(a)  Payment  of  Warrant  Exercise  Price.  The  holder shall pay the Aggregate
     -------------------------------------
Exercise Price of $______________ to the Company in accordance with the terms of
the  Warrant.

(b)  Delivery  of  Warrant  Shares.  The  Company  shall  deliver  to the holder
     -----------------------------
_________Warrant  Shares  in  accordance  with  the  terms  of  the  Warrant.


     2.  ___     Cashless  Exercise

(a)  Payment  of  Warrant  Exercise  Price.  In  lieu  of  making payment of the
     -------------------------------------
Aggregate  Exercise  Price,  the holder elects to receive upon such exercise the
Net  Number of shares of Common Stock determined in accordance with the terms of
the  Warrant.

(b)  Delivery  of  Warrant  Shares.  The  Company  shall  deliver  to the holder
     -----------------------------
_________Warrant  Shares  in  accordance  with  the  terms  of  the  Warrant.


Date:  _______________  __,  ______

Name  of  Registered  Holder

By:
    ------------------------
Name:
    ------------------------
Title:
    ------------------------

                                     EX-212
<PAGE>

                              EXHIBIT B TO WARRANT
                              --------------------

                              FORM OF WARRANT POWER
                              ---------------------

     FOR  VALUE  RECEIVED,  the  undersigned  does hereby assign and transfer to
________________,  Federal  Identification No. __________, a warrant to purchase
____________  shares  of  the  capital  stock  of  NS8  Corporation,  a Delaware
corporation,  represented by warrant certificate no. _____, standing in the name
of  the  undersigned  on  the  books  of said corporation.  The undersigned does
hereby  irrevocably  constitute and appoint ______________, attorney to transfer
the  warrants  of  said  corporation,  with  full  power  of substitution in the
premises.

Dated:
        --------------------                     -------------------------
                                             By:
                                                 -------------------------
                                             Name:
                                                   -----------------------
                                             Title:
                                                    ----------------------


                                     EX-213
<PAGE>