Exhibit 10.45

Exhibit 10.45

    
 

    Consulting
      Agreement - SKS Consulting of South Florida Corp.

    


    


    Term
      of Engagement.
      

    


    The
      Engagement shall be effective for a period of twelve (12) months, commencing
      on
      April 1, 2007 through March 31, 2008 (the “Term”) between NS8 Corporation (“NS8”
or the “Company”) and SKS Consulting of South Florida Corp. (“SKS”). Thereafter,
      the Engagement shall automatically renew on a month-to-month basis, subject
      to
      the right of the Company and/or SKS to terminate the agreement after the initial
      12 month period by giving written notice to the other party of at least thirty
      (30) days prior to the effective termination date ("Termination"). The Initial
      Term plus any automatic monthly renewals up to the time of Termination shall
      hereinafter be referred to as the “Term” or the “Term of the
      Engagement”.

    


    Compensation.

    


    In
      consideration for the services rendered by SKS to the Company throughout the
      Term of Engagement, the Company shall compensate SKS as follows:

     

    NS8
      agrees that SKS’s daily remuneration will be $1,500 in cash paid on a weekly
      basis for time actually spent working on the Company and award SKS 100,000
      shares per month or the period April 1, 2007 through March 31, 2008. In
      addition, SKS will receive 100,000 warrants per month @ $0.02/warrant for the
      same period. For that amount, SKS will make available to the Company up to
      two
      weeks of Mr. O’Leary’s or another Senior Consultant’s of SKS time. As noted
      above, the cash remuneration will only be paid for time actually spent working
      on the Company. It is anticipated that this time will be spent at NS8 offices
      or
      elsewhere designated such as investor meetings or sales & marketing
      opportunities. 

    


    SKS
      will
      also have the ability to earn additional warrants up to 500,000 warrant shares
      at $0.04 per warrant share based upon the following milestones:


    

      
        	
                Successful
                  organizational restructuring by May 31, 2007

              	
                125,000
                  warrant shares

              
	 	 
	
                Successful
                  additional short-term financing by May 31, 2007 

              	
                125,000
                  warrant shares 

              
	 	 
	
                Company
                  at monthly breakeven by December 31, 2007 

              	
                125,000
                  warrant shares

              
	 	 
	
                Stock
                  price at $0.06/share for a consecutive 30 day period

              	
                125,000
                  warrant shares

              
	 	 
	
                Total
                  

              	
                500,000
                  warrant shares

              


      

    

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Shares. 
      For the
      time-based NS8 shares, the parties agree to execute a separate share agreement
      (“Share Agreement”) within 45 days of the start date of this signed agreement.
      The share agreement will contain customary terms and provisions for such an
      agreement, including, but not limited to, provisions for a). “piggy-back”
registration rights related to upcoming registrations and b). an anti-dilution
      clause.

    


    Warrants.
      For the
      time-based $0.02 warrants and the milestone $0.04 warrants in the event that
      any
      milestone warrants become issuable to SKS in connection with any milestone
      event
      hereunder, the parties agree to execute a separate warrant agreement (“Warrant
      Agreement”) for the time-based & milestone warrants within 45 days from the
      start date of this signed agreement. The Warrant Agreement shall be for a term
      of 5 years from the date of issue and shall contain customary terms and
      provisions for such an agreement, including, but not limited to, provisions
      for
      a).“piggy-back” registration rights related to any upcoming registrations b). an
      anti-dilution clause and c). a net “cashless” exercise feature.

     

    Expenses.
      In
      addition to any remuneration payable hereunder, the Company shall reimburse
      SKS,
      promptly upon submission of documentation evidencing such expenses, for all
      fees
      and disbursements of SKS’s travel and out-of-pocket expenses reasonably incurred
      in connection with the services performed by SKS pursuant to this agreement,
      including without limitation, airfare, hotel, car, food, and associated
      expenses. Said expenses shall not exceed $4,000 in any 30-day period of the
      term
      unless approved in writing by an officer, director or other authorized designee
      of the Company. 

     

    Termination.
      After
      a
      period of twelve (12) months has lapsed from the start date, the Company or
      SKS
      shall have the right to terminate the Engagement by giving written notice to
      the
      other party at least thirty (30) days prior to the effective termination date
      ("Termination"). Upon such a Termination, the Company shall promptly pay all
      outstanding invoices owed to SKS. 

    


    Non-Disclosure
      Agreement.


     

    Definition
      of “Confidential Information”.
      Confidential Information means proprietary information relating to the Company
      which is not generally known and available to the public, and includes (without
      limitation): Trade Secrets (as defined below) and information relating to trade
      methods; methods of doing business; research and development; invention; the
      identity, prior requirements, and present or future particular needs, of clients
      of the Company; the identity of and background information about purchasing,
      contracting, recruitment, and management personnel of clients of the Company;
      all orders, bids, and quotations, with or related to past, present and
      prospective clients of the Company and all clients and prospect files, lists,
      records, studies, surveys, reports, correspondence and similar materials related
      to the foregoing; the identity, particular skills,  work history and
      evaluations of personnel, including personnel listed in any database of the
      Company, especially their most recent work history and skills; profit margins,
      and pricing policies and practices, in general and as to particular clients;
      sales and marketing techniques, history, data forecasts, and material, in
      general and as to particular clients; development plans; and personnel training
      techniques and materials; and information in respect of which the Company is
      bound by an obligation of confidence to a third party.  

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Definition
      of "Trade Secrets".
      Trade
      secrets shall mean all information, whether or not Confidential Information,
      included within the definition of "Trade Secrets" under the law of any state
      in
      which SKS provides services for the Company or, in the absence of any such
      definition, as defined in the Uniform Trade Secrets Act

     

    Acknowledgement
      of SKS.
      SKS
      acknowledges that all Confidential Information is owned by and shall continue
      to
      be owned by the Company. 

     

    Return
      of Property.
      Upon
      the termination of this Agreement, regardless of why the Agreement terminates,
      upon written request by the Company, SKS shall return to the Company and/or
      certify that it has been deleted from SKS’s computer all Confidential
      Information indicated by the Company in its notice letter as well as any other
      confidential Information that SKS is aware that it has, in whatever form it
      exists, including
      all copies thereof.. The Company agrees that so long as SKS has made a good
      faith effort to return all such Confidential Information, SKS shall be deemed
      to
      have complied with these provisions. The Company may at anytime call to SKS’s
      attention that it has not received certain additional Confidential Information
      back and SKS shall promptly search for such additional Confidential Information
      and return it to the Company. The Company agrees that SKS may delete any
      information that is proprietary to SKS that may be contained within the
      Company’s Confidential Information prior to SKS returning it to the Company.


     

    Non-Disclosure.
      SKS
      agrees that, during the term of the agreement, unless the Company has consented,
      or unless required by law, a court or agency of the government, SKS will not
      reveal or disclose any such Confidential Information to any third party;
      provided, however, that SKS is authorized to disclose such Confidential
      Information in connection with a potential transaction in a manner consistent
      with customary industry practices in connection with the provision of services
      under this agreement. SKS further agrees that for a period of twelve (12) months
      after the termination of this agreement, regardless of the reason for such
      termination, SKS will not reveal or disclose any such Confidential Information
      to any third party unless the Company has consented, or unless required by
      law,
      a court or agency of the government. Neither the previous paragraph nor any
      restriction, non-disclosure or use limitation or other obligation contained
      in
      this agreement shall apply to any information, data or item of any kind which
      is: (i) in the public domain, through no action of SKS; (ii) already known
      by
      SKS at the time it is provided to him by the Company; (iii) disclosed to SKS
      by
      any person or entity not  known
      by
      it to be under an obligation of confidentiality to Company; or (iv)
      independently developed or derived by SKS. 

     

    Non-Hire.
      SKS
      also shall not, during and at any time prior to two years after termination
      of
      this agreement, directly or indirectly, on behalf of any trade or business
      that
      is competitive with the business of the Company, as it then exists, aid or
      endeavor to solicit or induce then remaining employees of the Company to leave
      their employment with the Company in order to accept employment with another
      person or entity.

    


    I
      would
      like to plan on being on site at least 1 to 2 weeks per month to accomplish
      the
      objectives set. The priorities are on getting the organization restructured
      both
      operationally and financially, establish the pricing model and help oversee
      the
      sales efforts of the company, reduce Cornell Capital debt, and getting the
      Company to breakeven and keeping it profitable once it hits breakeven.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Agreed
      by: 

    


    
 

    SKS
      Consulting of South Fl. Corp.   
      NS8
      Corporation

     

    


    /s/
      George O’Leary_______               
      /s/ Anthony Alda______     

    George
      O’Leary, President    
      Anthony
      Alda, CEO

     

    April
      11,
      2007                                                                     
April 11,
      2007                     
                   

    Date                                                                                     
      Date