TECHNOLOGY LICENSE AGREEMENT made as of December 1, 2006.


BETWEEN:            C-CHIP  TECHNOLOGIES  CORPORATION  (NORTH  AMERICA)  INC., a
                    corporation  incorporated  under the laws of Canada,  having
                    its  head  office  at  400  Montpellier   Boulevard,   Ville
                    St-Laurent,  Quebec,  H4N 2G7, herein acting and represented
                    by its duly authorized representative as he so declares;

                    (hereinafter referred to as "C-Chip")

AND:                IMETRIK SOLUTIONS INC., a corporation incorporated under the
                    laws of Canada,  having its head office at 740 ,  Notre-Dame
                    East, Suite 1320,  Montreal,  Quebec, H3C 3X6, herein acting
                    and represented by its duly authorized  representative as he
                    so declares;

                    (hereinafter referred to as "Licensee")


WHEREAS C-Chip is in the business of marketing and selling technological devices
and products  developed by it using the AMPS,  REFLEX or Pager based  (analogue)
standard of communication  under the trade-marks  "Shadow 100",  "Credit Chip 1"
and "Credit  Chip 100" (the  "C-Chip  Products")  allowing  credit  providers to
locate and track down a vehicle  equipped  with such a device in case of payment
default (the "C-Chip Business").

WHEREAS  C-Chip has developed a certain  expertise  and know-how  related to the
manufacture,  marketing  and sale of the C-Chip  Products  within the Market (as
defined below) and the sale of GSM (digital)  based  products  within the Market
(as defined below).

WHEREAS  Licensee is in the  business of  developing  and  marketing of wireless
solutions,  using  technological  devices and GSM (digital) based product (which
includes  the  DACP08),  including  offering  credit  providers  the  ability to
remotely locate vehicles with immobilization capabilities,  by using a worldwide
GSM/SMS  network for  wireless  communications  and  internet  web  applications
("Licensee's Technology").

WHEREAS Manaris Corporation (formerly known as C-Chip Technologies  Corporation)
("Manaris") and Licensee entered into a master  agreement on  technological  and
business development on May 27, 2005 (the "2005 Agreement") providing inter alia
for (i) the  provision of certain  services by Licensee to Manaris in connection
with  the  C-Chip  Business,  including  the  improvement  of the  manufacturing
processes relating to the C-Chip Products and the development of improvements to
such products to allow for the manufacturing  thereof on a larger scale and (ii)
the provision of certain  credit  facilities to Manaris in the event that it was
unable to pay the service  fees due to Licensee  under the 2005  Agreement  (the
"Loan").

WHEREAS  C-Chip,  a wholly-owned  subsidiary of Manaris,  was formed in order to
carry on the C-Chip Business.

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                                      -2-


WHEREAS there is currently outstanding an amount of US$1,143,321.03  pursuant to
the terms of the Loan (the "Outstanding Loan Amount").

WHEREAS  Licensee wishes to be in a position to fully service and respond to the
needs of the clients operating within the Market (as defined below),  regardless
of  the  technology  used  by  each  individual  client,  whether  based  on the
Technology (as defined below) or Licensee's Technology.

WHEREAS  C-Chip  is the  owner of or has the  right to  license  and  sublicense
certain intellectual property in relation to the C-Chip Products.

WHEREAS C-Chip wishes to grant,  and Licensee  desires to acquire,  an exclusive
license under C-Chip's Intellectual Property (as defined below),  subject to the
terms and conditions set forth hereinafter.

NOW THEREFORE,  in consideration  of the mutual promises set forth  hereinafter,
the parties agree as follows:

1.       INTERPRETATION

         1.1      Definitions

                  In this Agreement,  unless  something in the subject matter or
                  context is inconsistent therewith:

                  1.1.1    "2005  Agreement"  has the  meaning  set forth in the
                           preamble.

                  1.1.2    "Affiliate" has the meaning attributed thereto in the
                           Canada Business Corporations Act.

                  1.1.3    "Agreement" means this agreement entitled "Technology
                           License  Agreement",  all  schedules  hereto  and all
                           instruments supplemental hereto or in amendment or in
                           confirmation hereof.

                  1.1.4    "C-Chip  Business"  has the  meaning set forth in the
                           preamble.

                  1.1.5    "C-Chip  Products"  has the  meaning set forth in the
                           preamble.

                  1.1.6    "C-Chip's    Intellectual    Property"    means   the
                           Trade-Marks,   the  Processes,  the  Technology,  the
                           Know-how and any other Intellectual Property owned by
                           or  licensed  to C-Chip  in  relation  to the  C-Chip
                           Products, as of the date of this Agreement.

                  1.1.7    "Confidential  Information" has the meaning set forth
                           in Section 8.1.

                  1.1.8    "Dealer"   means  retail  or  wholesale   vendors  of
                           vehicles in the Market.

                  1.1.9    "Date of  Disposition"  has the  meaning set forth in
                           Section 3.3.

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                                      -3-


                  1.1.10   "Hardware"  means   telecommunications   and  related
                           devices  that form part of the  C-Chip  Products  and
                           that  are used to  communicate  with,  locate  and/or
                           disable  a  vehicle  in  which a  C-Chip  Product  is
                           installed.

                  1.1.11   "Intellectual    Property"    means   all   worldwide
                           intellectual  and  industrial   rights  and  includes
                           rights to (i) inventions and patents for  inventions,
                           including  all  divisional,  continuing,  substitute,
                           renewal,  re-issue and all other applications  and/or
                           letters  patent  therefor,  (ii)  copyrights,   (iii)
                           designs and industrial designs, (iv) trade-marks, and
                           any word,  symbol,  icon,  logo or other  indicia  of
                           origin adopted or used in connection with any product
                           or  service,   (v)   know-how,   trade   secrets  and
                           confidential information,  and (vi) other proprietary
                           rights, whether registered or not.

                  1.1.12   "Know-how"   means   that   certain   knowledge   and
                           information  that  C-Chip has  developed  through the
                           C-Chip Business regarding the manufacture,  marketing
                           and Sale of the C-Chip Products in the Market.

                  1.1.13   "Loan" has the meaning set forth in the preamble.

                  1.1.14   "Market"  means the  sub-prime  used  vehicle  market
                           otherwise  commonly  referred to as the "buy here pay
                           here" (BHPH) market.

                  1.1.15   "Market  Products"  means the C-Chip Products and any
                           and all products that use the  Licensee's  Technology
                           that  include  the "locate  and  disable"  functions,
                           which  products in each case are sold by the Licensee
                           in the Market;

                  1.1.16   "Minimum Monthly Sales Quota" means the obligation of
                           Licensee  to Sell a minimum  amount of 1,500 units of
                           the Market  Products  in any given  month  during the
                           term of this Agreement.

                  1.1.17   "November  Period"  has  the  meaning  set  forth  in
                           Section 3.1.1.

                  1.1.18   "Outstanding  Loan  Amount" has the meaning set forth
                           in the preamble.

                  1.1.19   "Processes"  means any processes  developed by C-Chip
                           related to and/or used to develop and/or  manufacture
                           the C-Chip  Products  and/or Sell the C-Chip Products
                           in the Market.

                  1.1.20   "Project  Manager"  has  the  meaning  set  forth  in
                           Section 11.1.

                  1.1.21   "Repayment Date" has the meaning set forth in Section
                           3.4.

                  1.1.22   "Reseller  Agreements" means such agreements  entered
                           into  between  C-Chip and a reseller  for the Sale of
                           the C-Chip  Products,  which agreements are listed in
                           Schedule 1.1.22.

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                                      -4-


                  1.1.23   "Royalty" has the meaning set forth in Section 3.1.

                  1.1.24   "Sale",  "Sell"  (and  other  derivatives)  means  to
                           market,  promote,   distribute,  sell,  rent,  lease,
                           license,  sublicense  or engage in any other  form of
                           distribution  of the C-Chip  Products or other Market
                           Products,  as  the  case  may  be,  to an  end  user,
                           distributor,  Dealer, reseller (including through the
                           Reseller  Agreements)  or any other person or entity,
                           either  directly  or  indirectly  through  a chain of
                           distribution  (including a financial  institution) or
                           otherwise.

                  1.1.25   "Software"   means  any  software   code,   including
                           sub-routines, developed by C-Chip and embedded in the
                           C-Chip  Products,   as  well  as  any  software  code
                           developed  by C-Chip  relating  to the  internet  web
                           applications  used  in  connection  with  the  C-Chip
                           Products.

                  1.1.26   "Technology" means  vehicle-tracking  technology that
                           consists of both  Hardware and Software  developed by
                           C-Chip  using  AMPS,  REFLEX or Pager  based  network
                           systems technology, that interfaces with internet web
                           applications  used  in  order  to  communicate  with,
                           locate and/or disable remote vehicles.

                  1.1.27   "Territory" means worldwide.

                  1.1.28   "Trade-Marks"   means  the   trade-mark(s)   used  in
                           connection  with  the  C-Chip  Products  owned  by or
                           licensed  to C-Chip  listed in  Schedule  1.1.28,  as
                           amended from time to time.

         1.2      Headings

                  The division of this  Agreement into Articles and Sections and
                  the  insertion  of headings are for  convenience  of reference
                  only and shall not affect the  construction or  interpretation
                  of this  Agreement.  The  terms  "this  Agreement",  "hereof",
                  "hereunder"  and similar  expressions  refer to this Agreement
                  and not to any  particular  Article,  Section or other portion
                  hereof and include any amendment  hereto.  Unless something in
                  the  subject  matter or  context  is  inconsistent  therewith,
                  references  herein to Articles or Sections  are to Articles or
                  Sections of this Agreement.

         1.3      Extended Meanings

                  In this  Agreement,  words  importing the singular number only
                  shall include the plural and vice versa,  words  importing the
                  masculine gender shall include the feminine and neuter genders
                  and vice  versa  and words  importing  persons  shall  include
                  individuals,   partnerships,   limited  liability   companies,
                  associations,   trusts,   unincorporated   organizations   and
                  corporations.

<PAGE>
                                      -5-


         1.4      Statutory References

                  In this Agreement,  unless  something in the subject matter or
                  context is inconsistent  therewith or unless  otherwise herein
                  provided, a reference to any statute is to that statute as now
                  enacted  or as the  same  may  from  time to time be  amended,
                  re-enacted  or replaced  and  includes  any  regulations  made
                  thereunder.

         1.5      Accounting Principles

                  Wherever in this Agreement  reference is made to a calculation
                  to be made in accordance  with generally  accepted  accounting
                  principles  ("GAAP"),  such reference shall be deemed to be to
                  the generally  accepted  accounting  principles in Canada from
                  time to time  approved by the Canadian  Institute of Chartered
                  Accountants, or any successor institute,  applicable as at the
                  date on which such  calculation is made or required to be made
                  in accordance with generally  accepted  accounting  principles
                  and applied in a manner  consistent  with prior periods of the
                  Seller.

         1.6      Currency

                  All  references  to  currency  herein  are to lawful  money of
                  United States of America.

         1.7      Schedules

                  The following are the Schedules to this Agreement:

                  Schedule 1.1.22 - Reseller Agreements; and

                  Schedule 1.1.28 - Trade-Marks.

2.       GRANTS AND COVENANTS

         2.1      License Grant

                  2.1.1    Subject to the terms,  conditions and restrictions of
                           this  Agreement,  C-Chip hereby grants to Licensee an
                           exclusive   license   under   C-Chip's   Intellectual
                           Property to manufacture  and Sell the C-Chip Products
                           in the Market within the Territory.

                  2.1.2    Notwithstanding  anything  to the  contrary  in  this
                           Agreement,  the  license  granted  herein to Licensee
                           includes the right:

                           2.1.2.1  to modify,  copy or enhance  the  Technology
                                    and  Processes  for use  within the scope of
                                    the license set forth in Section 2.1.1;

<PAGE>
                                      -6-


                           2.1.2.2  to grant  sublicenses  under  Section  2.1.1
                                    (subject    to    terms    and    conditions
                                    substantially  similar to those set forth in
                                    this  Section 2 and  subject to the  Royalty
                                    payment  obligations set forth in Section 3)
                                    to Affiliates of Licensee to manufacture and
                                    Sell  the  C-Chip  Products  in  the  Market
                                    within the Territory;

                           2.1.2.3  to  have  C-Chip  Products  manufactured  or
                                    assembled by third parties and/or  developed
                                    by or  with  third  parties  solely  for the
                                    benefit of Licensee for the manufacture, use
                                    or Sale by Licensee or its Affiliates; and

                           2.1.2.4  to Sell the C-Chip Products together with or
                                    simultaneously  with the  sale of the  other
                                    Market   Products   (including    Licensee's
                                    Technology based products) in order to fully
                                    service and meet the requirements of clients
                                    operating within the Market.

                  2.1.3    For greater  certainty,  nothing herein shall prevent
                           C-Chip from using,  copying,  enhancing  or modifying
                           C-Chip's Intellectual Property:

                           2.1.3.1  for its internal use; or

                           2.1.3.2  in the context of research  and  development
                                    activities  unrelated  to the  Market on its
                                    own behalf or on behalf of a third party.

         2.2      Trade-Marks License

                  2.2.1    Subject to the terms,  conditions and restrictions of
                           this Agreement,  and in conjunction  with the license
                           granted  pursuant to the terms of Section 2.1, C-Chip
                           hereby  grants  to  Licensee  an  exclusive  license,
                           within the Territory,  to use the Trade-Marks only in
                           association with the C-Chip Products.

                  2.2.2    Licensee   shall   comply  with   C-Chip's   standard
                           trade-mark  guidelines  as to the form and  manner in
                           which the Trade-Marks may be used pursuant hereto. In
                           particular,  Licensee  shall  not  change,  amend  or
                           otherwise modify the Trade-Marks.  Moreover, Licensee
                           shall   identify  the   Trade-Marks,   when  used  as
                           trade-marks,  with a  notation  that  the  mark  is a
                           registered/unregistered  trade-mark  of C-Chip and/or
                           its  licensors,  as the  case may be.  Upon  request,
                           Licensee shall submit for approval by C-Chip,  acting
                           reasonably, samples of any packaging,  documentation,
                           advertising,  brochures  and other  material on which
                           the  Trade-Marks  appear or which is  intended  to be
                           used   in   relation   to   C-Chip   Products   being
                           manufactured, used or Sold by Licensee.

<PAGE>
                                      -7-


                  2.2.3    Licensee   acknowledges   that   C-Chip   and/or  its
                           licensors are the exclusive owners of the Trade-Marks
                           and all goodwill associated  therewith,  that all use
                           of the  Trade-Marks  by it enures to the  benefit  of
                           C-Chip  and/or its  licensors,  and that it shall not
                           dispute  or  contest  the   validity,   ownership  or
                           enforceability  of the  Trade-Marks  nor  attempt  to
                           dilute the value of the goodwill attached thereto.

                  2.2.4    To the extent required to protect C-Chip's and/or its
                           licensors' rights in the Trade-Marks, during the term
                           of  the  Agreement,   Licensee  shall  give  C-Chip's
                           representatives   reasonable   access  to  Licensee's
                           facilities,  at C-Chip's expense, at reasonable times
                           during  business  hours,  subject  to  C-Chip  giving
                           Licensee  at  least  five  (5)  Business  Days  prior
                           notice,   for  the  purpose  of  quality  control  in
                           relation  to  C-Chip   Products   branded   with  the
                           Trade-Marks, as the case may be.

                  2.2.5    Licensee  may Sell the  C-Chip  Products  on a "white
                           label"  basis,  without  use of the  Trade-Marks,  it
                           being  understood  that any  decision  by Licensee to
                           cease using the  Trade-Marks  in connection  with the
                           C-Chip  Products  shall  not in  any  way  affect  or
                           release it from its Royalty payment obligations under
                           Section 3 hereof.

         2.3      Exclusivity

                  In order to assure  Licensee  of the  exclusive  rights  under
                  C-Chip's  Intellectual  Property to  manufacture  and Sell the
                  C-Chip   Products  in  accordance   with  the  terms  of  this
                  Agreement, and except as provided otherwise in this Agreement,
                  C-Chip shall not:

                  2.3.1    itself use C-Chip's Intellectual Property to develop,
                           produce,  market,   distribute  or  Sell  the  C-Chip
                           Products or similar products in the Market; or

                  2.3.2    grant to a third party any rights or licenses to use,
                           copy, enhance or modify any of C-Chip's  Intellectual
                           Property to develop,  produce, market,  distribute or
                           Sell the C-Chip Products in the Market.

         2.4      No Contestation

                  2.4.1    Licensee hereby  acknowledges  that C-Chip and/or its
                           licensors  remain  owners  of  C-Chip's  Intellectual
                           Property  and  the   goodwill   attached  to  it  and
                           undertakes  not  to  contest  C-Chip's   Intellectual
                           Property  nor the  rights of C-Chip or its  licensors
                           therein  at any time  during or after  expiration  or
                           termination of this Agreement.

                  2.4.2    Licensee  agrees  not  to use  C-Chip's  Intellectual
                           Property except in accordance with this Agreement.

<PAGE>
                                      -8-


3.       COMPENSATION

         3.1      Royalty

                  In consideration of the licenses granted to Licensee by C-Chip
                  pursuant to Sections 2.1 and 2.2 and the resulting  ability of
                  Licensee  to  fully  service  and meet  the  needs of  clients
                  operating  within the Market,  Licensee  shall pay to C-Chip a
                  royalty (the "Royalty"), which shall be payable as follows:

                  3.1.1    an  amount  of  $20.00  per  Market  Product  Sold by
                           Licensee  for  the  period  of  November  1,  2006 to
                           November  30,  2006 (the  "November  Period")  in the
                           amount of  $22,860.00  which  amount  will be set off
                           against the amount  otherwise  due under the Loan for
                           the November  Period in the amount of $33,645.12,  it
                           being  understood  that the  difference  between such
                           amounts in the amount of  $10,785.12  will be paid by
                           C-Chip to Licensee on or before January 15, 2007;

                  3.1.2    a lump sum  reduction of the  principal  and interest
                           owing on the  Outstanding  Loan Amount as of the date
                           hereof in the amount of $200,000;

                  3.1.3    subject to the  provisions  of Section 3.2, an amount
                           of $20.00 per Market  Product  Sold by Licensee as of
                           the date hereof, which shall be payable by means of a
                           periodic  reduction  of the  principal  and  interest
                           owing on the Outstanding  Loan Amount,  to be applied
                           against the Outstanding  Loan Amount on the first day
                           of the month  following the end of the month in which
                           the Sale occurred.

         3.2      Failure to meet Minimum Monthly Sales Quota

                  In the event that Licensee  fails to Sell a sufficient  number
                  of Market  Products in any given month during the term of this
                  Agreement in order to meet the Minimum Monthly Sales Quota for
                  such month,  the parties hereby agree that the Royalty payable
                  pursuant to the terms of Section 3.1.3 for such month shall be
                  the  aggregate  amount of $30,000  regardless of the number of
                  units of Market Products Sold.

         3.3      Payment Obligation

                  The Royalty  specified  in Sections  3.1.3 and 3.4 as the case
                  may be becomes payable by Licensee with respect to any Sale of
                  Market  Products by  Licensee,  irrespective  of the manner in
                  which such Sale occurs and any costs  associated  therewith or
                  any  discounts,   deferred  payment  terms  or  other  special
                  arrangements  existing  between Licensee and any customer with
                  respect  to the  Sale of such  Market  Products.  For  greater
                  certainty,  the Royalty  becomes payable as of the moment when
                  the Market Products are shipped (the "Date of Disposition").

<PAGE>
                                      -9-


         3.4      Option

                  As of the date upon which the entire  Outstanding  Loan Amount
                  has been  reimbursed  to Licensee by way of reductions of such
                  amount in payment of the  Royalty  hereunder  (the  "Repayment
                  Date"),   (i)  the  parties  agree  that  the  Loan  shall  be
                  extinguished  and  that  C-Chip  shall  be  released  from any
                  further obligations under the Loan and Licensee shall sign and
                  deliver any documentation  required or reasonably requested by
                  C-Chip  to give  effect  thereto,  (ii)  the  Royalty  payable
                  pursuant to Section 3.1.3 shall  thereafter be in an amount of
                  $20.00 per C-Chip Product Sold by Licensee as of the Repayment
                  Date,  payable to C-Chip by means of wire  transfer  to a bank
                  account  designated  by C-Chip within ten (10) days of the end
                  of the month in which  the Sale  occurred,  (iii) the  Minimum
                  Monthly  Sales  Quota will no longer be  applicable,  and (iv)
                  Licensee   shall   have  an   option  to   purchase   C-Chip's
                  Intellectual  Property on terms and  conditions to be mutually
                  agreed upon between C-Chip, its licensors and Licensee,  to be
                  exercised within ninety (90) days of the Repayment Date.

         3.5      Tax

                  3.5.1    All amounts and  payments  under this  Agreement  are
                           exclusive  of  any  tax,   duty,   levy,  or  similar
                           government   charge  that  may  be  assessed  by  any
                           jurisdiction,  whether  based on gross  revenue,  the
                           license,  Sale  or  other  exploitation  of  C-Chip's
                           Intellectual  Property  or the Market  Products,  the
                           execution of this Agreement or otherwise,  except for
                           those based on either party's net income.

                  3.5.2    In the event  any  invoices  are  issued  under  this
                           Agreement,  such invoices will include any applicable
                           tax that may be  assessable  on the charges set forth
                           therein.

         3.6      Records

                  3.6.1    All the  reductions  to the  Outstanding  Loan Amount
                           resulting from the payment of the Royalty pursuant to
                           Section  3.1  shall  be  effective  and  recorded  by
                           Licensee  in its books and  records as of the Date of
                           Disposition  of  a  Market  Product.  Licensee  shall
                           provide C-Chip with detailed statements recording (i)
                           the volume of Sales of Market  Products for the month
                           in   question,    (ii)   the   calculation   of   the
                           corresponding  Royalty payable  pursuant to the terms
                           of  Section  3.1  and  (iii)  confirmation  as to the
                           balance  of the  Outstanding  Loan  Amount  following
                           payment of the Royalty for the previous month, within
                           ten (10) days of the end of each month.

                  3.6.2    Licensee  shall  maintain  all books and  records  in
                           accordance  with  GAAP  evidencing  all  Sales of the
                           Market  Products,  the  revenues  received in respect
                           thereof and Royalty  payments made in accordance with
                           the terms of this Agreement.

<PAGE>
                                      -10-


                  3.6.3    For the  period  during  which  the  Royalty  accrues
                           hereunder  and for a period  of  twelve  (12)  months
                           after completion of Royalty payments,  Licensee shall
                           grant C-Chip or its designated  professional advisors
                           reasonable  access during  business  hours to inspect
                           the books and records  kept by  Licensee  relating to
                           the Sales of Market Products,  the revenues  received
                           in respect  thereof and Royalty  payments  under this
                           Agreement  and  shall  make such  books  and  records
                           available  and  permit  C-Chip  and  its   designated
                           professional  advisors  to  audit,  inspect  and take
                           copies of such books and  records.  In the event that
                           such  audits and  inspections  reveal  accounting  or
                           other  errors in relation to Royalty  payments due to
                           C-Chip,  the difference  shall be paid immediately by
                           Licensee  by  way  of  additional  reductions  of the
                           Outstanding  Loan Amount in accordance with the terms
                           of Section  3.1 or by payment of the  Royalty  amount
                           specified  in Section  3.4,  as the case may be, with
                           interest  at a  rate  of  one  percent  (1%)  monthly
                           (twelve  per cent  (12%)  annually).  All  costs  and
                           expenses  arising out of such audits and  inspections
                           shall be borne  by  C-Chip  except  where  the  audit
                           reveals  accounting  or other  errors in  relation to
                           Royalty  payments  due to C-Chip  which  represent  a
                           discrepancy of 5% or more from amounts actually found
                           to be due,  in which case all costs  associated  with
                           such  audits  or   inspections   shall  be  borne  by
                           Licensee.

                  3.6.4    In the event  C-Chip  wishes to inspect the books and
                           records  maintained  by  Licensee  in relation to the
                           Sales of Market  Products,  the  revenue  received in
                           respect  thereof  and  Royalty  payments  under  this
                           Agreement,  it shall notify Licensee,  in writing, of
                           the  scope  of  such   inspection   as  well  as  the
                           organization  to which the inspector  belongs and the
                           title and name of the  inspector at least twenty (20)
                           Business  Days prior to the  inspection  commencement
                           date.

         3.7      Undertaking by C-Chip

                  As  further  consideration  for the  obligations  of  Licensee
                  hereunder  and  the  payment  of the  Royalty,  C-Chip  hereby
                  undertakes to pay to Licensee an amount to be  determined  and
                  agreed  upon by C-Chip  and  Licensee  on or before  March 31,
                  2007,  which amount will be applied as a further  reduction of
                  the  principal  and  interest  owing on the  Outstanding  Loan
                  Amount as of such date.

4.       OWNERSHIP

         4.1      Nothing  contained in this Agreement shall be deemed to convey
                  any title to or ownership in C-Chip's  Intellectual  Property,
                  in whole or in part,  to  Licensee.  All  rights  in  C-Chip's
                  Intellectual  Property  not  expressly  licensed  to  Licensee
                  hereunder are hereby reserved by C-Chip.

<PAGE>
                                      -11-


         4.2      Nothing  contained in this Agreement shall be deemed to convey
                  any title to or ownership in Licensee's  Technology,  in whole
                  or  in  part,  to  C-Chip.  For  greater   certainty,   it  is
                  acknowledged  that the  Licensee's  Technology  is  completely
                  distinct and different  from the  Technology  and C-Chip shall
                  have no claim to any right in any of the  improvements  to the
                  Licensee's  Technology.  In  addition,  no  provision  of this
                  Agreement  shall be deemed to impose a duty on the Licensee to
                  give  precedence  to the Sale of the C-Chip  Products over the
                  Sale  of  Licensee's   Technology  based  products,  it  being
                  understood  that the Sale of Market  Products will be dictated
                  by the preferences of clients operating within the Market.

5.       PURSUIT AND MAINTENANCE OF TRADE-MARKS RIGHTS

         5.1      Licensee shall maintain the  registrations for the Trade-Marks
                  for so long as Licensee uses the  Trade-Marks  in  association
                  with the C-Chip  Products in accordance with the terms hereof.
                  The costs associated with the maintenance of the registrations
                  for the Trade-Marks  shall be borne by Licensee.  In the event
                  that Licensee ceases using the Trade-Marks as described above,
                  it  shall   immediately   so  advise  C-Chip  in  writing  and
                  thereafter, C-Chip shall assume responsibility at its own cost
                  for the maintenance of the registrations for the Trade-Marks.

         5.2      C-Chip shall execute all  instruments  or documents and render
                  such other assistance,  at Licensee's expense, as Licensee may
                  reasonably request in order to maintain the Trade-Marks.

6.       INFRINGEMENTS

         6.1      Duty to inform

                  Each party  undertakes  to inform the other party  promptly of
                  (i) any  infringement  or threatened  infringement  by a third
                  party of any Intellectual  Property rights of either party and
                  (ii) of any  claim  of any  infringement  of any  Intellectual
                  Property  rights of either  party made by a third  party which
                  comes to its attention.

         6.2      Infringement by Third Parties

                  6.2.1    If any of C-Chip's Intellectual Property is infringed
                           by a third  party,  C-Chip will,  after  consultation
                           with  Licensee,  decide  upon the course of action to
                           take  in  order  to put  an  end to the  infringement
                           and/or to seize any product  manufactured,  marketed,
                           distributed   or  sold  in   violation   of  C-Chip's
                           Intellectual Property.

                  6.2.2    If C-Chip judges in its  reasonable  discretion  that
                           C-Chip's   Intellectual  Property  rights  have  been
                           infringed  upon by a third  party,  it shall take any
                           and all necessary measures it deems reasonable in the
                           circumstances,  without any  obligation  to do so, at
                           its own cost and  expense  including  institution  of
                           legal   proceedings.   C-Chip  shall  keep   Licensee
                           informed  regarding  the  progress of such  necessary
                           measures.   Licensee   shall   have   the   right  to
                           participate  in such legal  proceedings or settlement
                           negotiations  at its  own  cost  and  expense  and by
                           counsel of its own choice.

<PAGE>
                                      -12-


                  6.2.3    Licensee  shall  have  the  right at its own cost and
                           expense and by counsel of its own choice to institute
                           and prosecute  legal  proceedings  against  suspected
                           infringers of C-Chip's  Intellectual  Property rights
                           as  Licensee  may  deem  necessary  or  desirable  to
                           safeguard  its rights under this  Agreement if C-Chip
                           does not institute  legal  proceedings  within ninety
                           (90) days after gaining  knowledge  thereof by C-Chip
                           on its  own or  receipt  of a  notice  from  Licensee
                           sufficiently   detailed  to   institute   such  legal
                           proceedings,  provided that  Licensee  shall not have
                           the right to settle, compromise or take any action in
                           any dispute which diminishes,  limits or inhibits the
                           scope,   validity  or   enforceability   of  C-Chip's
                           Intellectual  Property  without the  express  written
                           consent of C-Chip. In such case,  Licensee shall keep
                           all proceeds  resulting  from such legal  proceedings
                           and shall have the right to settle  such  proceedings
                           save  and  except  if such  settlement  includes  any
                           invalidation   of   any  of   C-Chip's   Intellectual
                           Property.  During the course of any such proceedings,
                           Licensee  shall keep C-Chip  informed  regarding  the
                           progress of the  proceedings,  and C-Chip shall fully
                           provide   necessary   support  and   cooperation   at
                           Licensee's  expense.  C-Chip  shall have the right to
                           participate   in  such   proceedings   or  settlement
                           discussions at its cost with counsel of its choice.

7.       TERM AND TERMINATION

         7.1      Term

                  7.1.1    This  Agreement  enters  into  effect  as of the date
                           hereof and shall end,  unless  earlier  terminated in
                           accordance with the other  provisions of this Section
                           7 or as a  result  of the  exercise  of the  Licensee
                           Option in  accordance  with terms of Section  3.4, on
                           the first anniversary of the Repayment Date.

                  7.1.2    Subsequently, this Agreement will automatically renew
                           for successive two (2) year periods unless,  at least
                           sixty  (60)  days'  prior  to  the  beginning  of any
                           renewal  term,  either  party  gives the other  party
                           written   notice  of  its  intent  to  terminate  the
                           Agreement.

         7.2      Termination for Material Breach

                  The Agreement  may be  terminated by either party,  by sending
                  notice of termination  in writing to the other party,  in case
                  of any material  breach of any of the terms or  conditions  of
                  this  Agreement  by the other  party,  if such party  fails to
                  remedy  such breach or default  within  thirty (30) days after
                  receipt of written notice thereof from the other party hereto.

<PAGE>
                                      -13-


         7.3      Termination for Insolvency

                  This  Agreement  shall be  automatically  terminated if either
                  party  (i)  makes a  general  assignment  for the  benefit  of
                  creditors,  (ii) is the subject of  voluntary  or  involuntary
                  insolvency   proceedings,   pursuant  to  the  Bankruptcy  and
                  Insolvency Act, the Companies Creditors Arrangement Act or the
                  Winding  Up  and  Restructuring  Act  or  similar   applicable
                  legislation  which proceedings are not dismissed within thirty
                  (30)  days  after the date of  filing  thereof  or (iii) has a
                  receiver or trustee  appointed  for  substantially  all of its
                  property.

         7.4      Termination by C-Chip

                  C-Chip may terminate  this  Agreement  upon written  notice to
                  Licensee in the event that  Licensee  takes any action to wind
                  up or terminate its corporate existence or which may lead to a
                  material change in the nature of its business.

         7.5      Effect of Termination

                  7.5.1    In  case  of  expiration  or   termination   of  this
                           Agreement under this Section 7:

                           7.5.1.1  all   licenses   granted   hereunder   shall
                                    terminate and all rights of Licensee to Sell
                                    the  C-Chip  Products  will  cease as of the
                                    date of such expiration or termination; and

                           7.5.1.2  each  party  will  return  all copies of the
                                    other party's  Confidential  Information  in
                                    its  possession and provide such other party
                                    with  a   certificate   signed   by  a  duly
                                    authorized officer attesting to such return.

                  7.5.2    In the event of early  termination  of this Agreement
                           by Licensee due to a material  breach by C-Chip under
                           Section  7.2 or  otherwise  under  Section 7.3 and in
                           addition to the provisions of Section 7.5.1, the full
                           amount of principal  and  interest  owing on the Loan
                           shall  become  immediately  exigible  and  payable to
                           Licensee.

                  7.5.3    In the event of early  termination  of this Agreement
                           by C-Chip due to a material  breach by Licensee under
                           Section 7.2 or otherwise  under  Sections 7.3 or 7.4,
                           and in addition to the  provisions of Section  7.5.1,
                           Licensee agrees that upon such termination,  the Loan
                           shall  be  deemed  to  be  immediately  forgiven  and
                           cancelled,  and  C-Chip  shall be  released  from any
                           further obligations with respect thereto.

                  7.5.4    Subject  to the  provisions  of  Sections  7.5.2  and
                           7.5.3,   the   expiration  or   termination  of  this
                           Agreement  shall not release either party hereto from
                           any liability  which at the time of such  termination
                           has already accrued to the other party.

<PAGE>
                                      -14-


8.       CONFIDENTIALITY

         8.1      Confidential Information

                  For the purposes of this Agreement, "Confidential Information"
                  means the existence  and  provisions  of this  Agreement,  the
                  details regarding the business  relationship  between Licensee
                  and C-Chip,  and any information about the disclosing  party's
                  business or activities that is proprietary  and  confidential,
                  which  shall  include  all  information   regarding   C-Chip's
                  Intellectual  Property, the Intellectual Property of Licensee,
                  the C-Chip Products,  all business,  financial,  technical and
                  other  information  of a party  marked or  designated  by such
                  party as "confidential" or "proprietary" or information which,
                  by the nature of the circumstances surrounding the disclosure,
                  should in good faith to be treated as confidential.

         8.2      Exceptions

                  Notwithstanding the foregoing,  Confidential  Information will
                  not  include  information  which:  (i) is  now,  or  hereafter
                  becomes,  through  no act or failure to act on the part of the
                  receiving  party,  generally known or available to the public;
                  (ii) is acquired by the receiving party before  receiving such
                  information from the disclosing party and without  restriction
                  as  to  use  or  disclosure;  (iii)  is  hereafter  rightfully
                  furnished to the  receiving  party by a third  party,  without
                  restriction as to use or disclosure; (iv) is information which
                  the receiving party can document was  independently  developed
                  by the  receiving  party  without use of or  reference  to the
                  disclosing party's Confidential  Information;  (v) is required
                  to be disclosed by applicable law, provided that the receiving
                  party uses  reasonable  efforts to give the  disclosing  party
                  notice  of such  required  disclosure  and an  opportunity  to
                  obtain a protective order or other appropriate remedy; or (vi)
                  is disclosed with the prior written  consent of the disclosing
                  party.

         8.3      Nondisclosure Obligations

                  During the term of this Agreement and  thereafter,  each party
                  agrees (i) that it will not disclose to any third party or use
                  any  Confidential  Information  disclosed  to it by the  other
                  except as expressly  permitted in this Agreement and (ii) that
                  it  will  take  all   reasonable   measures  to  maintain  the
                  confidentiality  of all Confidential  Information of the other
                  party in its possession or control,  which will in no event be
                  less than the measures it uses to maintain the confidentiality
                  of its own information of similar importance. Either party may
                  disclose the terms of this  Agreement to potential  investors,
                  lenders or  acquisition  partners  and their  representatives,
                  provided  that   disclosure  is  made  pursuant  to  customary
                  non-disclosure  agreements  limiting  the  recipient's  use of
                  disclosed  information  to the  evaluation  of  the  potential
                  investment, loan or acquisition.

<PAGE>
                                      -15-


         8.4      Return

                  Upon the disclosing party's request,  the receiving party will
                  promptly  return to the  disclosing  party all tangible  items
                  containing   or   consisting   of   the   disclosing   party's
                  Confidential Information and all copies thereof.

         8.5      Injunctive Relief

                  Each party  acknowledges  that all of the  disclosing  party's
                  Confidential  Information  is owned  solely by the  disclosing
                  party (or its licensors) and that the unauthorized  disclosure
                  or  use  of  such   Confidential   Information   would   cause
                  irreparable  harm and  significant  injury  to the  disclosing
                  party,  the  degree of which may be  difficult  to  ascertain.
                  Accordingly,  each party agrees that the disclosing party will
                  have the right to obtain an immediate injunction enjoining any
                  breach of this Section, as well as the right to pursue any and
                  all other rights and remedies available at law or in equity in
                  the event of such a breach.

9.       WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY

         9.1      WARRANTY DISCLAIMER. LICENSEE ACKNOWLEDGES AND AGREES THAT ITS
                  USE OF C-CHIP'S  INTELLECTUAL PROPERTY UNDER THIS AGREEMENT IS
                  ON AN "AS IS,  WHERE IS" BASIS.  C-CHIP  MAKES AND THERE IS NO
                  WARRANTY,  REPRESENTATION  OR  CONDITION,  EXPRESS OR IMPLIED,
                  STATUTORY OR OTHERWISE  RELATING TO THE PROCESSES,  TECHNOLOGY
                  OR C-CHIP'S INTELLECTUAL PROPERTY, OR THIS AGREEMENT.

                  C-CHIP EXPRESSLY EXCLUDES ANY WARRANTIES,  REPRESENTATIONS AND
                  CONDITIONS   OF   MERCHANTABILITY,    MERCHANTABLE    QUALITY,
                  NON-INFRINGEMENT  OR FITNESS FOR ANY PARTICULAR  PURPOSE.  FOR
                  GREATER  CERTAINTY,  C-CHIP DOES NOT WARRANT OR REPRESENT THAT
                  THE TECHNOLOGY IS ERROR-FREE.

         9.2      LIMITATION  OF  LIABILITY.  C-CHIP SHALL NOT BE LIABLE FOR ANY
                  CLAIMS,  DEMANDS,  ACTIONS OR DAMAGES  ARISING FROM LICENSEE'S
                  USE  OF  THE  PROCESSES,   TECHNOLOGY,  C-CHIP'S  INTELLECTUAL
                  PROPERTY  OR THE  SUBJECT  MATTER  THEREOF.  IN NO EVENT SHALL
                  EITHER PARTY, ITS DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES, BE
                  LIABLE FOR ANY INDIRECT,  SPECIAL, INCIDENTAL OR CONSEQUENTIAL
                  DAMAGES, OR ANY OTHER DAMAGES, INCLUDING,  WITHOUT LIMITATION,
                  LOST PROFITS,  LOST DATA,  OR LOST SAVINGS IN CONNECTION  WITH
                  THIS   AGREEMENT,   THE  PROCESSES,   TECHNOLOGY  OR  C-CHIP'S
                  INTELLECTUAL  PROPERTY,  HOWEVER  CAUSED,  WHETHER  ARISING IN
                  CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT, CIVIL LIABILITY
                  (INCLUDING NEGLIGENCE) OR OTHERWISE.

<PAGE>
                                      -16-


10.      INDEMNIFICATION

         10.1     Indemnification by Licensee

                  Licensee  hereby  agrees to indemnify  and hold C-Chip and its
                  parent, Affiliates and their respective successors,  officers,
                  directors,  employees and agents harmless from and against any
                  and all actions, claims, losses, damages, liabilities, awards,
                  costs  and  expenses  (including   reasonable  lawyer's  fees)
                  arising out of (i) any claim or suit brought against  Licensee
                  by a third party  resulting from Licensee's Sale of the C-Chip
                  Products in a manner which is  inconsistent  with the terms of
                  this  Agreement or (ii) any third party claim of  intellectual
                  property  infringement  relating  to  Licensee's  Intellectual
                  Property.

         10.2     Indemnification by C-Chip

                  C-Chip  hereby  agrees to  indemnify  Licensee and its parent,
                  Affiliates   and  their   respective   successors,   officers,
                  directors,  employees and agents harmless from and against any
                  and all actions, claims, losses, damages, liabilities, awards,
                  costs  and  expenses  (including   reasonable  lawyer's  fees)
                  arising out of any third party claim of intellectual  property
                  infringement relating to C-Chip's Intellectual Property.

11.      PROJECT MANAGEMENT

         11.1     Project Managers

                  The  primary  technical/commercial  contact for each party for
                  the purposes of this Agreement (each a "Project Manager") will
                  be:

                  For C-Chip:

                  Marie-Annick Riel, President

                  For Licensee:

                  Daniel Bouchard, Chief Financial Officer

         11.2     Meetings

                  The  Project  Managers  will meet at least  every  quarter  to
                  discuss the Sale of the Market Products and related  revenues,
                  any technical or commercial  issues that may have arisen since
                  the previous  meeting  and,  more  generally,  any other issue
                  related to the performance of this Agreement.

<PAGE>
                                      -17-


12.      GENERAL

         12.1     Public Announcement

                  Other than as is required by law,  no public  announcement  of
                  the existence of or the provisions of this Agreement  shall be
                  made without written consent of both parties.

         12.2     Relationship of the Parties

                  Each  of the  Parties  hereto  is an  independent  contractor.
                  Neither this Agreement, nor any terms and conditions contained
                  herein,  shall be  construed  as (i)  creating a  partnership,
                  joint venture,  franchise or agency  relationship  between the
                  parties or (ii) giving either party the authority to direct or
                  control the daily activities of the other party.

         12.3     Further Assurances

                  Each of the parties will from time to time execute and deliver
                  all such further documents and instruments and do all acts and
                  things as another party may reasonably  require to effectively
                  carry out or better  evidence  or perfect  the full intent and
                  meaning of this Agreement.

         12.4     Benefit of the Agreement

                  This  Agreement  will  enure to the  benefit of and be binding
                  upon the respective heirs,  executors,  administrators,  other
                  legal representatives, successors and permitted assigns of the
                  parties.

         12.5     Entire Agreement

                  This Agreement  constitutes the entire  agreement  between the
                  parties with respect to the subject  matter hereof and cancels
                  and supersedes any prior understandings and agreements between
                  the parties with respect thereto, including the 2005 Agreement
                  (except as it relates  to the  existence  of the Loan) and the
                  memorandum  of  understanding  entered  into  between  C-Chip,
                  Licensee and Manaris Corporation on August 14, 2006. There are
                  no    representations,    warranties,    terms,    conditions,
                  undertakings  or collateral  agreements,  express,  implied or
                  statutory,  between the parties  other than as  expressly  set
                  forth in this Agreement.

         12.6     Amendments and Waivers

                  No amendment to this Agreement will be valid or binding unless
                  set forth in writing and duly executed by all the parties.  No
                  waiver of any breach of any provision of this  Agreement  will
                  be effective  or binding  unless made in writing and signed by
                  the party  purporting to give the same and,  unless  otherwise
                  provided  in  the  written  waiver,  will  be  limited  to the
                  specific breach waived.

<PAGE>
                                      -18-


         12.7     Assignment

                  12.7.1   Either party may assign this  Agreement (i) to any of
                           its  Affiliates  which is capable of  exercising  its
                           rights and  performing its  obligations  hereunder or
                           (ii) to any person  which  acquires  control of it by
                           purchase  of  shares  or with  which it may  merge or
                           consolidate  or to  which  it  may  transfer  all  or
                           substantially all its assets.

                  12.7.2   Except as provided in Section  12.7.1,  neither party
                           may assign the  Agreement  without the prior  written
                           consent of the other party.

         12.8     Severability

                  If any provision of this Agreement is determined to be invalid
                  or  unenforceable  in  whole or in part,  such  invalidity  or
                  unenforceability  will attach only to such  provision  or part
                  thereof and the remaining part of such provision and all other
                  provisions hereof will continue in full force and effect.

         12.9     Notices

                  Any  demand,  notice  or  other  communication  to be given in
                  connection  with this Agreement  shall be given in writing and
                  shall be given by personal delivery,  by registered mail or by
                  electronic means of  communication  addressed to the recipient
                  as follows:

                  To C-Chip:

                  C-Chip Technologies Corporation (North America) Inc.
                  400 Montpellier Boulevard
                  Ville St-Laurent, Quebec  H4N 2G7
                  Attention: Marie-Annick Riel

                  Telecopier: (514) 428-8999

                  To Licensee:

                  iMetrik Solutions Inc.
                  740 Notre Dame East
                  Suite 1320
                  Montreal Quebec  H3C 3X6
                  Attention: Daniel Bouchard

                  Telecopier: (514) 904-0611

                  or  to  such   other   address,   individual   or   electronic
                  communication number as may be designated by notice given by a
                  party to the others. Any demand, notice or other communication
                  given by personal  delivery shall be conclusively  presumed to
                  have been given on the day of actual delivery  thereof and, if
                  given by  registered  or  certified  mail,  on the third (3rd)

<PAGE>
                                      -19-


                  Business Day following the deposit thereof in the mail and, if
                  given by  electronic  communication,  on the day of successful
                  transmittal  thereof if given during the normal business hours
                  of the  recipient  and on the  Business  Day during which such
                  normal  business  hours  next occur if not given  during  such
                  hours on any day. If the party  giving any  demand,  notice or
                  other communication knows or ought reasonably to have known of
                  any difficulties with the postal system which might affect the
                  delivery   of  mail,   any  such   demand,   notice  or  other
                  communication  shall  not be  mailed  but  shall  be  given by
                  personal delivery or by electronic communication.

         12.10    Governing Law

                  This   Agreement   shall  be  governed  by  and  construed  in
                  accordance  with the laws of the  Province  of Quebec  and the
                  laws of Canada applicable therein.

         12.11    Counterparts

                  This Agreement may be executed in any number of  counterparts,
                  each of which  will be  deemed  to be an  original  and all of
                  which taken  together will be deemed to constitute one and the
                  same instrument.

         12.12    Facsimiles

                  Delivery of an executed  signature  page to this  Agreement by
                  any party by electronic  transmission  will be as effective as
                  delivery of a manually  executed copy of the Agreement by such
                  party.

                      [Signatures appear on following page]

<PAGE>
                                      -20-


IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on the date
referred to above.

                                   C-CHIP TECHNOLOGIES CORPORATION
                                   (NORTH AMERICA) INC.


                                   Per: /s/ Marie-Annick Riel
                                        ---------------------
                                        Marie-Annick Riel, President


                                   IMETRIK SOLUTIONS INC.


                                   Per: /s/ Daniel Bouchard
                                        -------------------
                                        Daniel Bouchard, Chief Financial Officer