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                            PLACEMENT AGENT AGREEMENT

This agreement (the  "Agreement"),  made as of this 17th day of April,  2006, by
and between Manaris Corporation, a Nevada corporation, (the "Company"), with its
principal  place of  business  at 1155  Rene-Levesque  Blvd.  West  Suite  2720,
Montreal A8 H3B 2K8 and MIDTOWN  PARTNERS & CO.,  LLC, (the  "Placement  Agent",
"Midtown" or "Midtown Partners),  a Florida limited liability company,  with its
principal  place of business at 4902  Eisenhower  Boulevard,  Suite 185,  Tampa,
Florida 33634,  confirms the understanding and agreement between the Company and
the Placement Agent as follows:

                                    SECTION I

      The Company hereby engages the Placement Agent as the Company's  exclusive
placement  agent in connection with a proposed  private  placement in the United
States (the  "Offering")  of up to five million  dollars  (US$5,000,000)  of the
Company's  securities  (the  "Financing").  The Offering  will be made to solely
"accredited investors" (the "Accredited Investors"),  as such term is defined in
Rule 501(a) of Regulation D ("Regulation D") promulgated under the United States
Securities  Act of 1933,  as amended  (the  "Securities  Act"),  pursuant  to an
exemption from registration  under applicable  federal and state securities laws
available  under Rule 506 of  Regulation D and in  accordance  with the terms of
this  Agreement.  The terms and conditions of the Financing  shall be similar to
those terms and  provisions  as attached in Exhibit A hereto  subject to a final
term Sheet to be set forth at a later date to be  approved by the  Company.  The
Placement Agent hereby accepts such engagement upon the terms and conditions set
forth in this Agreement. This Agreement shall not give rise to any commitment or
obligation by the Placement Agent to purchase any of the Financing or, except as
set forth herein, to find purchasers for the Financing.

      The Placement Agent shall provide the following services (the "Services"):

      (a) Advise the  Company  with regard to the size of the  Offering  and the
structure and terms of the Financing in light of the current market environment;

      (b) Assist the Company in identifying and evaluating prospective qualified
Accredited Investors;

      (c)  Approach  such  investors  on a "best  efforts  basis"  regarding  an
investment in the Company; and

      (d) Work with the  Company to develop a  negotiating  strategy  and assist
with the negotiations with such potential investors.

      In connection with the Placement Agent providing the Services, the Company
agrees  to keep the  Placement  Agent up to date and  apprised  of all  material
business,  market  and  legal  developments  related  to  the  Company  and  its
operations  and  management.  The  Placement  Agent  shall  devote such time and
effort, as it deems commercially reasonable under the circumstances in rendering
the  Services.  The  Placement  Agent  shall not provide any work that is in the
ordinary  purview of a certified public  accountant.  The Placement Agent cannot
guarantee results on behalf of the Company, but shall pursue all avenues that it
deems reasonable through its network of contacts.


<PAGE>

                                   SECTION II

      The Placement  Agent, its affiliates and any person acting on its or their
behalf  hereby  represent,  warrant and agree as follows (the  "Placement  Agent
Parties"):

      (a) The Financing  offered and sold by the  Placement  Agent have been and
will be offered and sold in  compliance  with all  federal and state  securities
laws and regulations  governing the registration and conduct of  broker-dealers,
and each Placement  Agent Party making an offer or sale of Financing was or will
be,  at the  time of any  such  offer or  sale,  registered  as a  broker-dealer
pursuant to Section 15(b) of the United States Securities  Exchange Act of 1934,
as amended (the "Exchange  Act"), and under the laws of each applicable state of
the United States  (unless  exempted from the respective  state's  broker-dealer
registration  requirements),  and in good standing with the National Association
of Securities Dealers, Inc.

      (b) The Financing  offered and sold by the  Placement  Agent have been and
will be offered and sold only to Accredited  Investors in  accordance  with Rule
506 of Regulation D and applicable state securities laws; provided, however, the
Company shall make all necessary filings under Rule 503 of Regulation D and such
similar notice filings under  applicable  state  securities  laws. The Placement
Agent Parties represent and warrant that they have reasonable grounds to believe
and do believe  that each  person to whom a sale,  offer or  solicitation  of an
offer  to  purchase  Financing  was or  will be  made  was and is an  Accredited
Investor.  Prior to the sale and delivery of a Financing  to any such  investor,
the Placement Agent Parties will obtain an executed  subscription  agreement and
an executed  investors'  rights agreement in the form agreed upon by the Company
and the Placement Agent (the "Subscription Documents").

      (c) In  connection  with  the  offers  and  sales  of the  Financing,  the
Placement Agent Parties have not and will not

      (1) Offer or sell,  or solicit any offer to buy, any Financing by any form
of "general  solicitation" or "general  advertising",  as such terms are used in
Regulation D, or in any manner involving a public offering within the meaning of
Section 4(2) of the Securities Act;

      (2) Use any  written  material  other  than the term  sheet,  that will be
approved by the  Company at a later date,  and the  Placement  Agent,  a copy of
which is attached hereto as Exhibit A, and the Subscription Documents, and shall
only rely upon and communicate  information that is publicly available regarding
the Company to any potential investors (without limiting the foregoing,  none of
the Placement Agent Parties is authorized to make any representation or warranty
to any offeree concerning the Company or an investment in the Financing); or

      (3) Take any action that would  constitute  a violation  of  Regulation  M
under the Exchange Act.

      (d) The Placement Agent shall cause each affiliate or each party acting on
its or their behalf with whom they enter into contractual  arrangements relating
to the offer and sale of any Financing to agree, for the benefit of the Company,
to the same provisions contained in this Agreement.

                                   SECTION III

During the Term (as defined  below),  the Placement  Agent is hereby retained by
the Company to make limited  introductions  on a best  efforts  basis to provide
financing for the Company in an amount and form to be mutually determined by the
Company and the Placement Agent.

                                   SECTION IV

      The Company hereby represents, warrants and agrees as follows:

      (a) This  Agreement  has been  authorized,  executed and  delivered by the
Company and, when executed by the Placement  Agent will constitute the valid and
binding agreement of the Company  enforceable  against the Company in accordance
with its terms,  except as  enforcement  thereof  may be limited by  bankruptcy,
insolvency  or  reorganization,  moratorium or other similar laws relating to or
affecting creditors' rights generally or by general equitable principles.


<PAGE>

      (b) The offer and sale of the Financing,  the Shares, and the Warrants, as
defined in Exhibit A shall be exempt from registration under the Securities Act,
and will comply,  in all material  respects with the requirements of Rule 506 of
Regulation D  promulgated  under the  Securities  Act and any  applicable  state
securities  laws. No documents  prepared by the Company in  connection  with the
Offering,  or any amendment or supplement thereto,  contain any untrue statement
of a material  fact or omit to state any  material  fact  required  to be stated
therein  or  necessary  to  make  the  statements   therein,  in  light  of  the
circumstances under which they were made, not misleading.

      (c) The financial  statements,  audited and unaudited (including the notes
thereto),   included  in  the  Company's  latest  annual  information  form  and
subsequent  quarterly reports (the "Financial  Statements"),  present fairly the
financial  position of the Company as of the dates  indicated and the results of
operations  and cash  flows  of the  Company  for the  periods  specified.  Such
Financial  Statements have been prepared in conformity  with generally  accepted
accounting  principles  applied on a  consistent  basis  throughout  the periods
involved except as otherwise stated therein.

      (d) No federal,  state or foreign governmental agency has issued any order
preventing or suspending the Offering.

      (e) The  Company  is a Nevada  corporation  organized,  existing  and with
active status under the laws of Nevada, with corporate power and authority under
such laws to own,  lease and operate its  properties and conduct its business as
now conducted. The Company has all power, authority, authorization and approvals
as may be required  to enter into this  Agreement  and each of the  Subscription
Documents,  and to carry out the provisions  and conditions  hereof and thereof,
and to issue and sell the Financing, the Shares, and Warrants.

      (f) The Financing,  the Shares,  the Warrants,  and common shares issuable
upon exercise of the Warrants (the "Warrant  Shares"),  have all been authorized
for issuance and sale pursuant to the  Subscription  Documents,  and when issued
and delivered by the Company  against  payment  therefore in accordance with the
terms of the Subscription  Documents,  will be validly issued and fully paid and
non-assessable.

      (g) With the exception of any  approvals  required by the  Securities  and
Exchange   Commission   related  to  the  Offering,   no  further   approval  or
authorization of any shareholder of the Company, its Board of Directors or other
person or group is required  for the  issuance  and sale of the  Financing,  the
Shares, the Warrants or the Warrant Shares.

      (h) Since the latest unaudited financial statements there has not been any
(A)  material  adverse  change  in the  business,  properties,  assets,  rights,
operations,  condition (financial or otherwise) or prospects of the Company, (B)
transaction that is material to the Company, except transactions in the ordinary
course of business,  (C) obligation  that is material to the Company,  direct or
contingent, incurred by the Company, except obligations incurred in the ordinary
course of business,  (D) change that is material to the Company or in the common
shares  or  outstanding   indebtedness  of  the  Company,  or  (E)  dividend  or
distribution  of any kind  declared,  paid,  or made in  respect  of the  common
shares.

                                    SECTION V

      The parties agree that the close of the Offering (the "Closing")  shall be
subject to the satisfaction of the following conditions, unless expressly waived
in writing by the parties:

      (a) The  Offering  shall not be  subject  to any  regulatory  or  judicial
proceeding  questioning  or  reviewing  its  effectiveness  for the  purpose  of
offering the Financing for sale and issuance.


<PAGE>

      (b) The Company shall  deliver a certificate  of an officer of the Company
dated as of the Closing  that affirms the  accuracy of the  representations  and
warranties contained in Section IV hereof.

      (c) The  Placement  Agent shall have received an opinion of counsel to the
Company,  dated  as of the  Closing,  that  the  Financing  offered  and sold in
compliance  with this  Agreement  are not  required to be  registered  under the
Securities Act.

      (d) The Company shall have paid, or made arrangements  satisfactory to the
Placement  Agent for the  payment  of, all such  expenses as required by Section
VIII below.

      (e) The Placement Agent and the Company shall have finalized and agreed to
the form of the warrant agreement and registration  rights agreement referred to
in Section VIII below.

                                   SECTION VI

      (a) The term of this  Agreement  shall  commence on the date first written
above and shall  expire  the  earlier  of  thirty  (30) days  after the date the
Company (1) provides the Placement Agent with requested due diligence  materials
and (2) the Company and the  Placement  Agent  mutually  agree that  information
documents  (including,  but not limited to: a business plan;  executive summary;
three-year  historical  income  statement,  statement of cash flows, and balance
sheet;  five-year  projected  financial  statements;  use of proceeds statement;
investor presentation;  valuation analysis),  to be provided and approved by the
Company,  are  ready  for  presentation  to the  Placement  Agent's  network  of
potential financing sources or the closing of the Offering, unless terminated in
accordance  with the  provisions  set forth  below,  or  extended  by the mutual
written  consent of the  parties  hereto (the  "Term").  This  Agreement  may be
terminated only:

      (1) By either  party for any  reason at any time upon  thirty  (30)  days'
prior written notice; or

      (2) By the Placement  Agent upon default in the payment of any amounts due
to the Placement Agent pursuant to this Agreement, if such default continues for
more than fifteen (15) days following  receipt by the Company from the Placement
Agent of written notice of such default and demand for payment.

      (a) In the event of termination,  the Placement Agent shall be immediately
paid in full on all items of  compensation  and expenses  (including any amounts
deferred)  payable to the Placement  Agent  pursuant  hereto,  as of the date of
termination.

      (b) The Placement  Agent Fee or Financing Fee shall become due and payable
to PLACEMENT  AGENT upon the date that the Company  receives the proceeds of the
financing from the party  providing the financing.  A Placement  Agent Fee shall
also be  payable  with  respect  to any  Qualified  Offering  or any  subsequent
Qualified  Financing  accepted and received by Company within twelve (12) months
after the termination or expiration of this Agreement, by any party or source of
funding introduced or facilitated by PLACEMENT AGENT to Company; or

      (3) By mutual agreement of the parties.

                                   SECTION VII

      If at any time during the twelve (12) months  following the termination of
this Agreement the Company  conducts a Qualified  Offering,  the Placement Agent
shall (1) be entitled to receive commissions and fees for subscriptions received
or solicited by the Placement Agent for the Company's securities pursuant to the
terms and conditions of this Agreement,  and (2) be entitled to the compensation
and fees as set  forth  in  Section  VIII of this  Agreement  for any  Qualified
Financing  received by the Company.  Any  compensation  or fees paid pursuant to
Section VIII below shall relate only to the securities  initially  issued by the
Company and not the underlying  securities,  unless  otherwise  agreed to by the
Company.


<PAGE>

      "Qualified  Offering"  shall mean any  securities  issued by the  Company,
other  than:  (1) the Units,  the  Warrants,  the  Shares or the  common  shares
underlying  the  Warrants  issued  pursuant to the terms and  conditions  of the
Offering;  (2) common shares,  options or other rights to purchase common shares
issued or granted to  employees,  officers,  directors  and  consultants  of the
Company  pursuant to one or more employee stock plans or agreements  approved by
the  Company's  board of  directors;  (3)  securities  of the Company  issued or
issuable to financial  institutions  or lessors in  connection  with real estate
leases,   commercial  credit  arrangements,   equipment  financings  or  similar
transactions  approved by the Company's board of directors,  including,  but not
limited to, equipment leases or bank lines of credit; (4) securities issued as a
dividend   or   distribution   on,  or  in   connection   with  a  split  of  or
recapitalization  of, any of the capital  stock of the Company;  (5)  securities
issued by the Company pursuant to strategic partnership,  joint venture or other
similar  arrangements  approved by the  Company's  board of directors  where the
primary  purpose of the  arrangement is not to raise capital;  (6) securities of
the Company  issued  pursuant to a registration  statement  filed by the Company
under the Securities  Act; (7) securities  issued by the Company  pursuant to an
acquisition of another corporation or other entity by the Corporation by merger,
purchase of all or  substantially  all of the capital stock or assets,  or other
reorganization;  or (8) securities of the Company  issued  pursuant to currently
outstanding  options,  warrants  or other  rights to acquire  securities  of the
Company.

      "Qualified  Financing"  shall mean an  investment  from a person after the
termination of this Agreement that directly  results from the Placement  Agent's
performance of the Services hereunder during the Term of this Agreement (for the
avoidance of doubt this shall mean any  solicitation of a potential  investor or
an  introduction  of a potential  investor to the Company by the Placement Agent
related to the Offering during the Term of this Agreement).  The Placement Agent
agrees to provide to the Company  within ten (10) days after the  termination of
this  Agreement  (the  "Delivery  Deadline") a list of all persons  solicited on
behalf of the  Company  or  introduced  to the  Company by the  Placement  Agent
related to the  Offering  (the  "Solicitation  List") to assist  the  parties in
making a later  determination as to whether a Qualified  Financing has occurred.
If the Solicitation  List is not provided to the Company prior to the expiration
of the Delivery  Deadline,  the Company's  obligation to pay any  commissions or
fees  related  to a  Qualified  Financing  pursuant  to this  Section  VII shall
immediately  terminate.  For  purposes of this  Agreement,  receipt of Qualified
Financing  shall be  deemed to be  received  by the  Company  on the date that a
definitive  agreement  regarding  the  Qualified  Financing  is  executed by the
Company and the party providing such financing.  The  compensation or fees shall
become  payable to the Placement  Agent upon the date that the Company  receives
the proceeds of the Qualified Financing.

      Notwithstanding  anything  to the  contrary,  if the  Company  conducts  a
Qualified  Offering  during the twelve (12) months  following the termination of
this Agreement,  it shall not be obligated to accept any subscriptions  received
by the Placement Agent or any Qualified  Financing by virtue of this Section VII
and the Company reserves the right to accept or reject any such subscriptions or
Qualified Financing in whole or in part.

                                  SECTION VIII

In  consideration  for the  performance of the Services  hereunder,  the Company
hereby agrees to pay to the Placement  Agent such fees ("The Placement Agent Fee
or the Financing Fee") as outlined below:

      (a) If the Placement Agent receives  subscriptions for Financing as a part
of the Offering (the "Placement Agent Investors"), the Company shall:

      1) Pay to the Placement  Agent in US dollars via wire from the  attorney's
escrow at closing an amount equal to nine percent (9%) of the  principal  amount
of the Financing  purchased by the Placement  Agent  Investors  (the  "Financing
Fee")  for the first up to three  million  dollars  ($3m),  seven  percent  (7%)
thereafter and pay to the Placement  Agent nine percent (9%) on the execution of
any Warrants purchased by the Investors.


<PAGE>

      2) On each closing date of a Financing on which aggregate consideration is
paid or becomes  payable to the Company for its Equity  Securities,  the Company
shall  issue to the  Placement  Agent or its  permitted  assigns  warrants  (the
"Warrants") to purchase such number of shares of the common stock of the Company
equal to eight  and one  quarter  percent  (8 1/4%) of the  aggregate  number of
shares of common stock of the Company  issued and issuable by the Company  under
and in connection with the  Financings.  The Warrants shall have a five (5) year
term and shall provide for cashless exercise (even if the Purchasers do not have
such right), if the Warrants are not registered within one year of Closing,  and
have terms and conditions identical to the Warrants purchased by the Purchasers,
including, without limitation, anti-dilution and full ratchet provisions to take
into account any issuance of additional shares of common stock as a result of an
adjustment  to the  Securities  or the  shares of common  stock  underlying  the
Securities.  The Warrants  shall be  exercisable  after the date of issuance and
shall  expire  five (5)  years  after  the date of  issuance,  unless  otherwise
extended by the Company.  The Warrants shall include  anti-dilution  protection,
including protection against issuances of securities at prices (or with exercise
prices, in the case of warrants,  options or rights) below the exercise price of
the Warrants.  The Warrants  shall not be callable or  redeemable.  The Warrants
shall also piggyback  registration  rights.  The Warrants shall be  transferable
within MIDTOWN PARTNERS, at the Placement Agent's discretion.

      An escrow with a third party agent  approved by the parties hereto will be
used for each  closing  to  which  the  Placement  Agent  shall be a party.  All
consideration  due the  Placement  Agent  shall be paid to the  Placement  Agent
directly there from.

      3) Cause its  affiliates to, pay to the Placement  Agent all  compensation
described  in  this  Section  VIII  with  respect  to all  Securities  sold to a
purchaser or purchasers at any time prior to the  expiration of thirty-six  (36)
months after the  expiration of this  Agreement  (the "Tail Period") if (i) such
purchaser or purchasers  were  identified to the Company by the Placement  Agent
during the Term  authorized,  (ii) the Placement  Agent advised the Company with
respect to such purchaser or purchasers  during the Term authorized or (iii) the
Company or the Placement Agent had discussions with such purchaser or purchasers
during the Term authorized.

      4) The Company  agrees to pay one percent (1%) of the principal  amount of
the Offering  purchased by the Placement Agent  Investors (the  "Non-accountable
Fee") which will be used to pay Placement Agent expenses  including fees such as
its legal fees, entertainment expenses, travel, etc.

      (a) It is  acknowledged  and agreed that the Company  shall bear all costs
and  expenses  incident  to  the  issuance,  offer,  sale  and  delivery  of the
Financing.  These costs and  expenses  will include but are not limited to state
"Blue Sky" fees, legal fees,  printing costs, travel costs,  mailing,  couriers,
personal background checks, and other expenses incidental to the advancement and
completion of the Offering.  Full payment of Placement Agent's expenses shall be
made in same day funds at the Closing or, if the Offering is terminated  for any
reason, within ten (10) days of receipt by the Company of a written request from
the  Placement  Agent for  reimbursement  of expenses,  including  documentation
therefore satisfactory to the Company.

      5)  Subject to the other  requirements  set forth in this  Agreement,  the
Placement  Agent may  introduce  investors to the  Offering  directly or through
other  NASD  member   broker-dealers.   If  the  Placement  Agent  utilizes  any
intermediaries, the Placement Agent shall be the Company's point of contact, not
the intermediary, and the Placement Agent, not the Company, shall be responsible
for any  compensation  arrangement  with the  intermediary.  The Company's  sole
compensation  arrangement,  responsibility and obligation are with the Placement
Agent.   The  Placement  Agent  will  disclose  the  identity  and  compensation
arrangements  with all of its  intermediaries  in order to allow the  Company to
adequately disclose such arrangements, where necessary.


<PAGE>

                                   SECTION IX


      The Company  agrees to indemnify the Placement  Agent and hold it harmless
against any losses,  claims,  damages or  liabilities  incurred by the Placement
Agent, in connection with, or relating in any manner, directly or indirectly, to
the Placement  Agent  rendering the Services in accordance  with the  Agreement,
unless it is determined by a court of competent  jurisdiction  that such losses,
claims, damages or liabilities arose out of the Placement Agent's breach of this
Agreement, sole negligence,  gross negligence,  willful misconduct,  dishonesty,
fraud or violation of any applicable  law.  Additionally,  the Company agrees to
reimburse the Placement Agent  immediately for any and all expenses,  including,
without limitation, attorney fees, incurred by the Placement Agent in connection
with  investigating,  preparing  to  defend or  defending,  or  otherwise  being
involved  in, any  lawsuits,  claims or other  proceedings  arising out of or in
connection  with or  relating  in any manner,  directly  or  indirectly,  to the
rendering  of any  Services  by the  Placement  Agent  in  accordance  with  the
Agreement (as  defendant,  nonparty,  or in any other  capacity  other than as a
plaintiff, including, without limitation, as a party in an interpleader action);
provided,  however,  that in the  event a  determination  is made by a court  of
competent  jurisdiction  that the losses,  claims,  damages or  liability  arose
primarily  out  of  the  Placement  Agent's  breach  of  this  Agreement,   sole
negligence,  gross  negligence,  willful  misconduct,  dishonesty,  fraud or any
violation of any applicable  law, the Placement  Agent will remit to the Company
any amounts for which it had been reimbursed  under this paragraph.  The Company
further agrees that the indemnification and reimbursement  commitments set forth
in this paragraph shall extend to any controlling  person,  strategic  alliance,
partner,   member,   shareholder,   director,   officer,   employee,   agent  or
subcontractor  of the Placement  Agent and their heirs,  legal  representatives,
successors and assigns.

      The  Placement  Agent  agrees  to  indemnify  the  Company  and to hold it
harmless against any losses,  claims,  damages or liabilities incurred by any of
them, in connection  with, or relating in any manner,  to the gross  negligence,
willful  misconduct,  dishonesty,  fraud or violation of any  applicable  law (a
"Claim Against the Placement Agent").  Additionally,  the Placement Agent agrees
to  reimburse  the  Company  immediately  for any and all  expenses,  including,
without  limitation,  attorney fees,  incurred by the Company in connection with
investigating, preparing to defend or defending, or otherwise being involved in,
any lawsuits,  claims or other proceedings  arising out of or in connection with
or relating  in any  manner,  directly  or  indirectly,  to a Claim  Against the
Placement Agent; provided, however, that in the event a determination is made by
a court of competent  jurisdiction that the losses, claims, damages or liability
arose primarily out of the Company's breach of this Agreement,  sole negligence,
gross negligence, willful misconduct,  dishonesty, fraud or any violation of any
applicable  law, the Company will remit to the  Placement  Agent any amounts for
which it had been reimbursed  under this paragraph.  The Placement Agent further
agrees that the indemnification and reimbursement  commitments set forth in this
paragraph shall extend to any controlling person,  strategic alliance,  partner,
member, shareholder,  director, officer, employee, agent or subcontractor of the
Company and their heirs, legal representatives, successors and assigns.

      The provisions set forth in this Section IX shall survive any  termination
of this Agreement.


                                    SECTION X

All notices, demands or other communications given hereunder shall be in writing
and  shall be  deemed  to have  been  duly  given  when  delivered  in person or
transmitted  by  facsimile  transmission  or the fifth  calendar day after being
mailed by  registered  or certified  mail,  return  receipt  requested,  postage
prepaid,  to the addresses herein above first mentioned or to such other address
as any party hereto shall  designate to the other for such purpose manner herein
set forth.

                                   SECTION XI

Governing  Law. The subject  matter of this  Agreement  shall be governed by and
construed in accordance with the laws of the State of Florida (without reference
to its choice of law  principles),  and to the exclusion of the law of any other
forum,  without  regard  to the  jurisdiction  in which any  action  or  special
proceeding may be instituted. EACH PARTY HERETO AGREES TO SUBMIT TO THE PERSONAL
JURISDICTION  AND VENUE OF THE STATE AND/OR FEDERAL COURTS LOCATED IN PALM BEACH
COUNTY,  FLORIDA FOR  RESOLUTION  OF ALL DISPUTES  ARISING OUT OF, IN CONNECTION
WITH, OR BY REASON OF THE INTERPRETATION,  CONSTRUCTION, AND ENFORCEMENT OF THIS
AGREEMENT,  AND  HEREBY  WAIVES THE CLAIM OR DEFENSE  THEREIN  THAT SUCH  COURTS
CONSTITUTE AN INCONVENIENT  FORUM. AS A MATERIAL  INDUCEMENT FOR THIS AGREEMENT,
EACH  PARTY  SPECIFICALLY  WAIVES  THE  RIGHT TO TRIAL BY JURY OF ANY  ISSUES SO
TRIABLE.  If it becomes  necessary  for any party to  institute  legal action to
enforce the terms and conditions of this Agreement,  the prevailing party may be
awarded reasonable attorneys fees, expenses and costs.


<PAGE>

      Confidentiality.  The  Placement  Agent  may  acquire  certain  non-public
information  respecting  the  business  of the  Company in  connection  with the
performance of services hereunder,  including  information,  which is reasonably
understood  to  be  proprietary  or   confidential   in  nature   (collectively,
"Confidential  Information").   The  Placement  Agent  hereby  agrees  that  all
Confidential  Information  shall be kept strictly  confidential by the Placement
Agent and its affiliates, members, partners, shareholders,  managers, directors,
officers,  employees,  advisors,  agents, and controlling persons (collectively,
"Representatives"), except that Confidential Information or portions thereof may
be  disclosed  to  Representatives  who need to know  such  information  for the
purpose of enabling the Placement Agent to perform services  hereunder (it being
understood that prior to such disclosure,  such  Representative will be informed
by  the  Placement  Agent  of  the  confidential  nature  of  such  Confidential
Information and shall agree to be bound by this Agreement).  The Placement Agent
shall  be  responsible   for  any  breach  of  this  provision  by  any  of  its
Representatives. For purposes hereof, Confidential Information shall not include
any information  which (i) at the time of disclosure or thereafter is or becomes
generally  known by the public (other than as a result of its  disclosure by the
Placement Agent or its  Representatives),  (ii) was or becomes  available to the
Placement Agent on a non-confidential  basis from a person who is not subject to
a confidentiality agreement concerning that information, or (iii) is required by
law to be disclosed by the Placement  Agent (provided that if such disclosure is
required by order of a court or administrative agency, the Placement Agent shall
notify the Company as soon as possible so that the Company may seek a protective
order).

      Assignments  and Binding  Effect.  This Agreement  shall be binding on and
inure to the benefit of the parties hereto and their  respective  successors and
permitted  assigns.  The  rights  and  obligations  of the  parties  under  this
Agreement may not be assigned or delegated  without the prior written consent of
both parties, and any purported assignment without such written consent shall be
null and void.

      Modification  and Waiver.  Only an instrument  in writing  executed by the
parties hereto may amend this Agreement. The failure of any party to insist upon
strict  performance  of any of the  provisions  of this  Agreement  shall not be
construed as a waiver of any subsequent  default of the same or similar  nature,
or any other nature.

      Construction.  The  captions  used  in this  Agreement  are  provided  for
convenience  only and shall not affect  the  meaning  or  interpretation  of any
provision of this Agreement.

      Facsimile  Signatures.  Facsimile  transmission  of  any  signed  original
document, and re-transmission of any signed facsimile transmission, shall be the
same as delivery of an  original.  At the request of either  party,  the parties
shall confirm facsimile transmitted  signatures by signing an original document.
This Agreement may be executed in one or more counterparts,  each of which shall
be deemed an original and all of which taken together  shall  constitute one and
the same agreement.

      Severability.  If any  provision  of this  Agreement  shall be  invalid or
unenforceable in any respect for any reason,  the validity and enforceability of
any such provision in any other respect, and of the remaining provisions of this
Agreement, shall not be in any way impaired.

      Exclusive.  Midtown  acknowledges  and  agrees  that it is  being  granted
exclusive  rights with respect to the Services to be provided to the Company and
the Company is not free to engage other parties to provide  services  similar to
those being provided by Midtown  hereunder  without the prior written consent of
Midtown.


<PAGE>

      Non-Circumvention.   The  Company   hereby   irrevocably   agrees  not  to
circumvent,  avoid,  bypass, or obviate,  directly or indirectly,  the intent of
this Agreement.  The Company agrees not to accept any business  opportunity from
any third party to whom PLACEMENT  AGENT  introduces to the Company  without the
consent of PLACEMENT AGENT, unless for each business opportunity accepted by the
Company from a third party  introduced by PLACEMENT  AGENT, the Company remits a
term sheet and then a contract which defines a mutually  agreeable  compensation
structure for  PLACEMENT  AGENT.  In addition,  the Company shall not work with,
negotiate  with or enter into any equity linked  financing  whatsoever  with any
Investor, Consultant or Placement Agent without Midtown's prior written consent.
If the Company raises capital  through in any equity  offering or sale or equity
linked  instrument while engaged with Midtown as the exclusive  Placement Agent,
the Company  shall pay to Midtown all of its fees in Section  VIII,  even if the
Placement Agent has provided no assistance whatsoever in raising such capital.

      Survivability.   Neither  the   termination  of  this  Agreement  nor  the
completion  of any  services to be provided by the  Placement  Agent  hereunder,
shall affect the provisions of this Agreement that shall remain operative and in
full force and effect.

      Entire  Agreement.  This Agreement  constitutes  the entire  agreement and
understanding  of the parties  hereto with respect to the subject matter of this
Agreement  and  supersedes  all prior  understandings  and  agreements,  whether
written or oral, among the parties with respect to such subject matter.

      If the  foregoing  correctly  sets  forth the  understanding  between  the
Placement Agent and the Company,  please so indicate in the space provided below
for that purpose.  The undersigned  parties hereto have caused this Agreement to
be duly  executed by their  authorized  representatives,  pursuant to  corporate
board approval and intend to be legally bound.


      Manaris Corporation               MIDTOWN PARTNERS & CO., LLC.


      By: /s/ John Fraser               By: /s/ Bruce Jordan
          ---------------                   ----------------

      John Fraser, President and        Bruce Jordan, President
        Chief Executive Officer