MANARIS CORPORATION
                       2006 NONQUALIFIED STOCK OPTION PLAN

                                    ARTICLE I
                                 PURPOSE OF PLAN

The  purposes of this Non  Qualified  Stock  Option Plan (the "Plan") of MANARIS
CORPORATION (the "Company") is to support and increases the Company's ability to
attract,  engage  and  retain  individuals  of  exceptional  talent,  to provide
additional  incentive  for persons  employed  or  associated  with the  Company,
including without limitation any employee,  director,  general partner, officer,
attorney,  accountant,  consultant  or advisor,  is intended to advance the best
interests of the Company by providing  to those  persons who have a  substantial
responsibility  for its  management,  affairs,  and growth by  increasing  their
proprietary interest in the success of the Company,  thereby encouraging them to
maintain their relationships with the Company.

                                   ARTICLE II
                                   DEFINITIONS

For Plan purposes,  except where the context might clearly  indicate  otherwise,
the following terms shall have the meanings set forth below:

"Board" shall mean the Board of Directors of the Company.

"Code" shall mean the Internal  Revenue Code of 1986, as amended,  and the rules
and regulations promulgated thereunder.

"Committee"  shall mean the  Compensation  Committee,  or such  other  committee
appointed by the Board, which shall be designated by the Board to administer the
Plan.  The  Committee  shall be composed of two or more  persons as from time to
time are  appointed to serve by the Board and may be members of the Board or the
entire Board.

"Common  Shares" shall mean the Company's  Common Shares  $0.00001 par value per
share, or, in the event that the outstanding Common Shares are hereafter changed
into or exchanged for different shares or securities of the Company,  such other
shares or securities.


"Company" shall mean MANARIS CORPORATION,  a Nevada Corporation,  and any parent
or subsidiary  corporation of MANARIS CORPORATION,  as such terms are defined in
Section 425(e) and 425(f), respectively of the Code.

"Consultant"  means any  natural  person who is  engaged  by the  Company or any
Parent or  Subsidiary to render  consulting or advisory  services to such entity
and who satisfies the  requirements  of subsection  (c)(1) of Rule 701 under the
Securities Act of 1933, as amended.

<PAGE>

"Employee" means any person,  including officers and Directors,  employed by the
Company or any Parent or Subsidiary of the Company. A Service Provider shall not
cease to be an Employee in the case of (i) any leave of absence  approved by the
Company or (ii)  transfers  between  locations  of the  Company  or between  the
Company, its Parent, any Subsidiary, or any successor.

"Management" shall mean the Chief Executive Officer, the Chief Financial Officer
and all other  officers  and  individuals  that may be  appointed  by the Board.

"Optionee"  shall mean any person employed or associated with the affairs of the
Company who has been granted one or more Stock Options under the Plan.

"Service Provider" shall mean any Employee, Management or Consultant.

"Stock Option" or "NQSO" shall mean a stock option granted pursuant to the terms
of the Plan.

"Stock Option  Agreement"  shall mean the agreement  between the Company and the
Optionee under which the Optionee may purchase Common Shares hereunder.


                                   ARTICLE III
                           ADMINISTRATION OF THE PLAN

1. The  Board,  the  Committee  or any  person  appointed  by the  Board,  shall
administer  the Plan and  accordingly,  it shall have full power to grant  Stock
Options,  construe and interpret the Plan,  establish  rules and regulations and
perform  all  other   acts,   including   the   delegation   of   administrative
responsibilities, it believes reasonable and proper.

2. The determination of those eligible to receive Stock Options, and the amount,
price,  type and timing of each Stock Option and the terms and conditions of the
respective  stock option  agreements  shall rest in the sole  discretion  of the
Committee, subject to the provisions of the Plan.

3. The  Committee  may cancel  any Stock  Options  awarded  under the Plan if an
Optionee  conducts  himself in a manner  which the  Committee  determines  to be
inimical to the best interest of the Company and its  shareholders  as set forth
more fully in paragraph 8 of Article X of the Plan.

4. The Board, or the Committee,  may correct any defect,  supply any omission or
reconcile any  inconsistency in the Plan or in any granted Stock Option,  in the
manner and to the extent it shall deem necessary to carry it into effect.

<PAGE>

5. Any decision made, or action taken, by the Committee or the Board arising out
or in connection with the interpretation and administration of the Plan shall be
final and conclusive.

6. Meetings of the Committee  shall be held at such times and places as shall be
determined by the  Committee.  A majority of the members of the Committee  shall
constitute a quorum for the transaction of business,  and the vote of a majority
of those members present at any meeting shall decide any question brought before
that  meeting.  In addition,  the Company may take any action  otherwise  proper
under the Plan by the affirmative  vote, taken without a meeting,  of a majority
of its members.

7. No member of the  Committee  shall be liable for any act or  omission  of any
other  member  of the  Committee  or for any act or  omission  on his own  part,
including,  but not limited to, the exercise of any power or discretion given to
him under the Plan  except  those  resulting  form his own gross  negligence  or
willful misconduct.  8. The Company,  through its Management,  shall supply full
and  timely  information  to  the  Committee  on  all  matters  relating  to the
eligibility of Optionee's, their duties and performance, and current information
on  any  Optionee's  death,  retirement,  disability  or  other  termination  of
association  with the  Company,  and such  other  pertinent  information  as the
Committee  may  require.  The  Company  shall  furnish the  Committee  with such
clerical and other  assistance as is necessary in the  performance of its duties
hereunder.

                                   ARTICLE IV
                           SHARES SUBJECT TO THE PLAN

1. The  total  number of shares of the  Company  available  for  grants of Stock
Options under the Plan shall be 5,000,000  Common Shares,  subject to adjustment
as herein  provided,  which  shares may be either  authorized  but  unissued  or
reacquired Common Shares of the Company.

2. If a Stock Option or portion thereof shall expire or terminate for any reason
without having been exercised in full,  the  unpurchased  shares covered by such
NQSO shall be available for future grants of Stock Options.

                                    ARTICLE V
                        STOCK OPTION TERMS AND CONDITIONS

1.  Consistent  with the Plan's  purpose,  Stock  Options  may be granted to any
person who is performing or who has been engaged to perform  services of special
importance  to  management  in the  operation,  development  and  growth  of the
Company.

2.  Determination  of the  option  price per share for any stock  option  issues
hereunder shall rest in the sole and unfettered discretion of the Committee.  3.
All Stock Options granted under the Plan shall be evidenced by agreements  which
shall be subject to applicable provisions of the Plan, and such other provisions
as the Committee may adopt,  including the  provisions set forth in paragraphs 2
through 11 of this Article V.

4. All Stock Options granted hereunder must be granted within ten years from the
date  this  Plan is  adopted.  5. No Stock  Option  granted  hereunder  shall be
exercisable  after  the  expiration  of ten  years  from the date  such  NQSO is
granted. The Committee,  in its discretion,  may provide that an option shall be
exercisable during such ten year period or during any lesser period of time. The
Committee may establish  installment exercise terms for a Stock Option such that
the NQSO becomes fully  exercisable  in a series of cumulating  portions.  If an
Optionee  shall not, in any given  installment  period,  purchase all the Common
Shares  which such  Optionee is entitled  to  purchase  within such  installment
period,  such  Optionee's  right to purchase any Common  Shares not purchased in
such   installment   period  shall  continue  until  the  expiration  or  sooner
termination of such NQSO. The Committee may also  accelerate the exercise of any
NQSO.

6. A Stock Option,  or portion  thereof,  shall be exercised by deliver of (i) a
written notice of exercise to the Company specifying the number of Common Shares
to be purchased,  and (ii) payment of the full price of such Common  Shares,  as
fully set forth in paragraph 7 of this Article V. No NQSO or installment thereof
shall be reusable  except with respect to whole  shares,  and  fractional  share
interests shall be disregarded. Not less than 100 Common Shares may be purchased
at one  time  unless  the  number  purchased  is the  total  number  at the time
available for purchase under the NQSO. Until the Common Shares represented by an
exercised  NQSO are issued to an Optionee,  he/she shall have none of the rights
of a shareholder.

7. The exercise price of a Stock Option, or portion thereof, may be paid:


      A. In United  States  dollars,  in cash or by cashier's  check,  certified
      check,  bank draft or money order,  payable to the order of the Company in
      an amount equal to the option price; or,

      B. At the discretion of the Committee,  through the delivery of fully paid
      and  nonassessable  Common  Shares,  with an  aggregate  fair market value
      (determined as the average of the highest and lowest reported sales prices
      on the Common  Shares as of the date of exercise of the NQSO,  as reported
      by such responsible  reporting  service as the Committee may select, or if
      there were not  transactions  in the Common  Shares on such day,  then the
      last preceding day on which  transactions  took place),  as of the date of
      the NQSO  exercise  equal to the  option  price,  provided  such  tendered
      shares,  or any  derivative  security  resulting in the issuance of Common
      Shares, have been owned by the Optionee for at least 30 days prior to such
      exercise; or,

      C. By a combination of both A and B above.

<PAGE>

8. The Committee shall determine  acceptable methods for tendering Common Shares
as payment upon exercise of a Stock Option and may impose such  limitations  and
prohibitions  on the use of  Common  Shares  to  exercise  an  NQSO as it  deems
appropriate.

9. With the Optionee's consent, the Committee may cancel any Stock Option issued
under this Plan and issue a new NQSO to such Optionee.

10. Except by will,  the laws of descent and  distribution,  or with the written
consent of the Committee, no right or interest in any Stock Option granted under
the Plan shall be  assignable or  transferable,  and no right or interest of any
Optionee  shall be liable for, or subject to, any lien,  obligation or liability
of the Optionee.  Upon petition to, and thereafter  with the written  consent of
the  Committee,  an  Optionee  may  assign or  transfer  all or a portion of the
Optionee's  rights and interest in any stock  option  granted  hereunder.  Stock
Options shall be exercisable during the Optionee's lifetime only by the Optionee
or assignees,  or the duly  appointed  legal  representative  of an  incompetent
Optionee,  including  following  an  assignment  consented  to by the  Committee
herein.

11. No NQSO shall be exercisable while there is outstanding any other NQSO which
was granted to the  Optionee  before the grant of such option  under the Plan or
any other plan which gives the right to the  Optionee  to purchase  stock in the
Company or in a corporation which is a parent corporation (as defined in Section
425(e) of the Code) of the Company,  or any  predecessor  corporation  of any of
such  corporations  at the  time of the  grant.  An NQSO  shall  be  treated  as
outstanding  until it is either  exercised in full or expires by reason of lapse
of time.

12. Any  Optionee who  disposes of Common  Shares  acquired on the exercise of a
NQSO by sale or exchange either (i) within two years after the date of the grant
of the NQSO under  which the stock was  acquired,  or (ii) within one year after
the acquisition of such Shares, shall notify the Company of such disposition and
of the amount realized upon such disposition.  The transfer of Common Shares may
also be restricted by applicable  provisions of the  Securities  Act of 1933, as
amended.

13. If an Optionee ceases to be a Service  Provider,  such Optionee may exercise
his or her Option within thirty (30) days of termination,  or such longer period
of time as specified in the Option Agreement, to the extent the Option is vested
on the date of  termination  (but in no event later than the  expiration  of the
term of the  Option as set forth in the  Option  Agreement).  If, on the date of
termination,  the  Optionee  is not vested as to his or her entire  Option,  the
Shares  covered by the unvested  portion of the Option shall revert to the Plan.
If after  termination,  the Optionee  does not exercise his or her Option within
the thirty (30) days or within time specified by the Committee, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

<PAGE>

                                   ARTICLE VI
                    ADJUSTMENTS OR CHANGES IN CAPITALIZATION

1. In the event that the outstanding  Common Shares of the Company are hereafter
changed  into or  exchanged  for a different  number of kinds of shares or other
securities   of  the   Company  by  reason  of  merger,   consolidation,   other
reorganization, recapitalization, reclassification, combination of shares, stock
split-up or stock dividend:

      A. Prompt, proportionate,  equitable, lawful and adequate adjustment shall
      be made of the  aggregate  number  and  kind of  shares  subject  to Stock
      Options which may be granted under the Plan,  such that the Optionee shall
      have the right to purchase such Common Shares as may be issued in exchange
      for the Common Shares purchasable on exercise of the NQSO had such merger,
      consolidation, other reorganization,  recapitalization,  reclassification,
      combination of shares, stock split-up or stock dividend not taken place;

      B. Rights under  unexercised  Stock  Options or portions  thereof  granted
      prior to any such change,  both as to the number or kind of shares and the
      exercise price per share, shall be adjusted  appropriately,  provided that
      such adjustments  shall be made without change in the total exercise price
      applicable to the unexercised  portion of such NQSO's but by an adjustment
      in the price for each share covered by such NQSO's; or,

      C. Upon any  dissolution  or  liquidation  of the Company or any merger or
      combination  in which the  Company is not a  surviving  corporation,  each
      outstanding  Stock  Option  granted  hereunder  shall  terminate,  but the
      Optionee  shall have the  right,  immediately  prior to such  dissolution,
      liquidation,  merger or combination,  to exercise his/her NQSO in whole or
      in part,  to the  extent  that it shall not have been  exercised,  without
      regard to any installment exercise provisions in such NQSO.

2. The  foregoing  adjustment  and the manner of  application  of the  foregoing
provisions shall be determined solely by the Committee,  whose  determination as
to what  adjustments  shall  be made and the  extent  thereof,  shall be  final,
binding and conclusive.  No fractional  Shares shall be issued under the Plan on
account of any such adjustments.

                                   ARTICLE VII
                      MERGER, CONSOLIDATION OR TENDER OFFER

1. If the  Company  shall  be a party  to a  binding  agreement  to any  merger,
consolidation or  reorganization  or sale of substantially all the assets of the
Company, each outstanding Stock Option shall pertain and apply to the securities
and/or  property  which a  shareholder  of the  number of  Common  Shares of the
Company  subject  to the NQSO would be  entitled  to  receive  pursuant  to such
merger, consolidation or reorganization or sale of assets.

<PAGE>

2. In the event that:

      A. Any person  other than the Company  shall  acquire more than 20% of the
      Common  Shares of the Company  through a tender offer,  exchange  offer or
      otherwise;

      B. A change  in the  "control"  of the  Company  occurs,  as such  term is
      defined in Rule 405 under the Securities Act of 1933;

      C. There shall be a sale of all or substantially  all of the assets of the
      Company;  any then  outstanding  Stock Option held by an Optionee,  who is
      deemed by the Committee to be a statutory officer ("insider") for purposes
      of Section 16 of the Securities  Exchange Act of 1934 shall be entitled to
      receive,  subject  to  any  action  by  the  Committee  revoking  such  an
      entitlement  as  provided  for below,  in lieu of  exercise  of such Stock
      Option,  to the extent that it is then  exercisable,  a cash payment in an
      amount equal to the  difference  between the aggregate  exercise  price of
      such  NQSO,  or  portion  thereof,  and,  (i) in the  event of an offer or
      similar event, the final offer price per share paid for Common Shares,  or
      such lower price as the  Committee  may  determine to conform an option to
      preserve  its  Stock  Option  status,  times the  number of Common  Shares
      covered  by the NQSO or portion  thereof,  or (ii) in the case of an event
      covered by B or C above,  the  aggregate  fair market  value of the Common
      Shares covered by the Stock Option, as determined by the Committee at such
      time.

3. Any payment  which the Company is required to make pursuant to paragraph 2 of
this Article VII,  shall be made within 15 business  days,  following  the event
which results in the Optionee's right to such payment.  In the event of a tender
offer  in which  fewer  than all the  shares  which  are  validity  tendered  in
compliance with such offer are purchased or exchanged, then only that portion of
the shares  covered  by an NQSO as results  from  multiplying  such  shares by a
fraction,  the  numerator  of which is the  number  of  Common  Shares  acquired
purchase  to the  offer  and the  denominator  of which is the  number of Common
Shares  tendered in compliance  with such offer,  shall be used to determine the
payment thereupon. To the extent that all or any portion of a Stock Option shall
be  affected  by this  provision,  all or such  portion  of the  NQSO  shall  be
terminated.

4.  Notwithstanding  paragraphs 1 and 3 of this Article VII, the Company may, by
unanimous  vote and  resolution,  unilaterally  revoke the benefits of the above
provisions;  provided,  however,  that  such  vote is taken  no  later  than ten
business days  following  public  announcement  of the intent of an offer of the
change of control, whichever occurs earlier.

<PAGE>

                                  ARTICLE VIII
                        AMENDMENT AND TERMINATION OF PLAN

1. The Board may at any time,  and from time to time,  suspend or terminate  the
Plan in whole or in part or amend it from time to time in such  respects  as the
Board may deem appropriate and in the best interest of the Company.

2. No  amendment,  suspension  or  termination  of this Plan shall,  without the
Optionee's  consent,  alter or impair any of the rights or obligations under any
Stock Option theretofore granted to him/her under the Plan.

3. The Board may amend the Plan, subject to the limitations cited above, in such
manner as it deems necessary to permit the granting of Stock Options meeting the
requirements of future amendments or issued regulations, if any, to the Code.

4. No NQSO may be granted during any suspension of the Plan or after termination
of the Plan.

                                   ARTICLE IX
                        GOVERNMENT AND OTHER REGULATIONS

The  obligation of the Company to issue,  transfer and deliver Common Shares for
Stock Options  exercised under the Plan shall be subject to all applicable laws,
regulations,  rules,  orders  and  approval  which  shall  then be in effect and
required by the relevant  stock  exchanges on which the Common Shares are traded
and by  government  entities as set forth below or as the  Committee in its sole
discretion shall deem necessary or advisable.  Specifically,  in connection with
the Securities Act of 1933, as amended,  upon exercise of any Stock Option,  the
Company  shall not be required to issue Common  Shares  unless the Committee has
received  evidence  satisfactory  to it to the effect that the Optionee will not
transfer such shares except pursuant to a registration statement in effect under
such Act or unless an opinion of counsel  satisfactory  to the  Company has been
received by the Company to the effect that such  registration  is not  required.
Any  determination  in this connection by the Committee shall be final,  binding
and conclusive.  The Company may, but shall in no event be obligated to take any
other affirmative action in order to cause the exercise of a Stock Option or the
issuance of Common Shares purchase  thereto to comply with any law or regulation
of any government authority.

                                    ARTICLE X
                            MISCELLANEOUS PROVISIONS

1. No person  shall have any claim or right to be granted a Stock  Option  under
the Plan,  and the grant of an NQSO  under the Plan  shall not be  construed  as
giving an Optionee  the right to be retained by the  Company.  Furthermore,  the
Company  expressly  reserves the right at any time to terminate its relationship
with an Optionee with or without cause,  free from any  liability,  or any claim
under the Plan,  except as provided herein,  in an option  agreement,  or in any
agreement between the Company and the Optionee.

2. Any expenses of administering this Plan shall be borne by the Company.

<PAGE>

3. The payment  received  from Optionee from the exercise of Stock Options under
the Plan shall be used for the general corporate purposes of the Company.

4. The place of administration of the Plan shall be in the State of Nevada,  and
the validity, contraction, interpretation, administration and effect of the Plan
and its  rules and  regulations,  and  rights  relating  to the  Plan,  shall be
determined solely in accordance with the laws of the State of Nevada.

5.  Without  amending  the Plan,  grants may be made to persons  who are foreign
nationals  or employed  outside the United  States,  or both,  on such terms and
conditions,  consistent with the Plan's purpose,  different from those specified
in the Plan as may, in the judgment of the Committee,  be necessary or desirable
to  create  equitable  opportunities  given  differences  in tax  laws in  other
countries.

6. In  addition  to such  other  rights of  indemnification  as they may have as
members  of the  Board or  Committee,  the  members  of the  Committee  shall be
indemnified by the Company against all costs and expenses reasonably incurred by
them in connection  with any action,  suit or proceeding to which they or any of
them may be party by reason of any  action  taken or  failure to act under or in
connection with the Plan or any Stock Option granted thereunder,  an against all
amount paid by them in settlement  thereof (provided such settlement is approved
by  independent  legal  counsel  selected  by the  Company)  or  paid by them in
satisfaction  of a judgment in any such  action,  suit or  proceeding,  except a
judgment based upon a finding of bad faith;  provided that upon the  institution
of any such action, suit or proceeding a Committee member shall in writing, give
the Company notice thereof and an opportunity, at its own expense, to handle and
defend the same before such Committee member  undertakes to handle and defend it
on his/her own behalf.

7.  Stock  Options  may be  granted  under  this  Plan  form  time to  time,  in
substitution  for stock options held by employees of other  corporations who are
about  to  become  employees  of  the  Company  as the  result  of a  merger  or
consolidation  of the employing  corporation with the Company or the acquisition
by the Company of the assets of the employing  corporation or the acquisition by
the Company of stock of the employing corporation as a result of which it become
a subsidiary of the Company.  The terms and conditions of such substitute  stock
options so granted may vary from the terms and conditions set forth in this Plan
to such  extent as the Board of Director of the Company at the time of grant may
deem appropriate to conform, in whole or in part, to the provisions of the stock
options in substitution for which they are granted, but no such variations shall
be such as to affect the status of any such substitute  stock options as a stock
option under Section 422A of the Code.

<PAGE>

8. Notwithstanding  anything to the contrary in the Plan, if the Committee finds
by a majority vote, after full consideration of the facts presented on behalf of
both the Company the  Optionee,  that the  Optionee  has been  engaged in fraud,
embezzlement,  theft,  commission of a felony or proven dishonesty in the course
of his/her  association  with the Company or any  subsidiary  corporation  which
damaged the  Company or any  subsidiary  corporation,  or for  disclosing  trade
secrets of the Company or any subsidiary corporation, the Optionee shall forfeit
all unexercised  Stock Options and all exercised  NQSO's under which the Company
has not yet delivered the  certificates  and which have been earlier granted the
Optionee by the  Committee.  The decision of the  Committee as to the case of an
Optionee's  discharge  and the damage  done to the  Company  shall be final.  No
decision of the Committee,  however,  shall affect the finality of the discharge
of such  Optionee by the Company or any  subsidiary  corporation  in any manner.
Further, if Optionee  voluntarily  terminates  employment with the Company,  the
Optionee shall forfeit all unexercised stock options.

                                   ARTICLE XI
                                WRITTEN AGREEMENT

Each Stock Option granted  hereunder shall be embodied in a written Stock Option
Agreement  which shall be subject to the terms and conditions  prescribed  above
and shall be signed by the Optionee and by the  President or any Vice  President
of the  Company,  for and in the name and on behalf of the  Company.  Such Stock
Option  Agreement shall contain such other  provisions as the Committee,  in its
discretion shall deem advisable.

                                   ARTICLE XII

                                 EFFECTIVE DATE

This Plan shall become  unconditionally  effective as of the  effective  date of
approval of the Plan by the Board of Directors  of the Company.  No Stock Option
may be granted  later than ten (10) years from the  effective  date of the Plan;
provided,  however, that the Plan and all outstanding Stock Options shall remain
in effect until such NQSO's have expired or until such options are cancelled.

<PAGE>


 NUMBER OF SHARES: _______________                DATE OF GRANT: _______________

                      NON QUALIFIED STOCK OPTION AGREEMENT

AGREEMENT   made  this  _____  day  of   __________________,   20____,   between
____________________________ (the "Optionee"), and MANARIS CORPORATION, a Nevada
corporation (the "Company").

1. GRANT OF OPTION. The Company,  pursuant to the provisions of The 2004 MANARIS
CORPORATION Nonqualified Stock Option Plan (the "Plan"), set forth as Attachment
A hereto, hereby grants to the Optionee, subject to the terms and conditions set
forth or incorporated herein, an Option and Purchase from the Company all or any
part of an aggregate of _______________ Common Shares, as such Common Shares are
now  constituted,  at the purchase  price of $  _______________  per share.  The
provisions of the Plan  governing the terms and conditions of the Option granted
hereby are incorporated in full herein by reference.

2.  EXERCISE.  The Option  evidenced  hereby shall be exercisable in whole or in
part (but only in  multiples  of 100 Shares  unless  such  exercise is as to the
remaining balance of this Option) on or after  __________________,  20___ and on
or before  _________________,  20___,  provided  that the  cumulative  number of
Common  Shares as to which this Option may be  exercised  (except as provided in
paragraph 1 of Article VI of this Plan) shall not exceed the following  amounts:

CUMULATIVE NUMBER OF SHARES                PRIOR TO DATE (NOT INCLUSIVE OF)

The Option  evidenced  hereby shall be exercisable by the deliver to and receipt
by the Company of (i) a written notice of election to exercise,  in the form set
forth in Attachment B hereto,  specifying  the number of shares to be purchased;
(ii)  accompanied  by  payment  of the full  purchase  price  thereof in case or
certified  check  payable  to the order of the  Company,  or by  fully-paid  and
nonassessable  Common  Shares  of the  Company  properly  endorsed  over  to the
Company, or by a combination thereof;  and, (iii) by return of this Stock Option
Agreement for  endorsement  of exercise by the Company on Schedule I hereof.  In
the event fully paid and  nonassessable  Common Shares are submitted as whole or
partial payment for Shares to be purchased hereunder, such Common Shares will be
valued at their Fair Market Value (as defined in the 2004 Plan) on the date such
Shares are received by the Company and applied to payment of the exercise price.

3.   TRANSFERABILITY.   The  Option   evidenced  hereby  is  NOT  assignable  or
transferable  by the Optionee other than by the Optionee's  will, by the laws of
descent and  distribution,  as provided in paragraph 9 of Article V of the Plan.
The Option shall be exercisable only by the Optionee during his/her lifetime.

<PAGE>

                                        MANARIS CORPORATION

                                        BY:
                                           ----------------------------------
                                                  John G Fraser, President

ATTEST:

----------------------------------------
Secretary

Optionee hereby acknowledges  receipt of a copy of the Plan, attached hereto and
accepts this Option  subject to each and every term and  provision of such Plan.
Optionee hereby agrees to accept as binding, conclusive and final, all decisions
or  interpretations  of the  Compensation  Committee  of the Board of  Directors
administering  the Plan on any  questions  arising  under  such  Plan.  Optionee
recognizes  that if  Optionee's  employment  with the Company or any  subsidiary
thereof  shall  be  terminated  with  cause,  or by  the  Optionee,  all  of the
Optionee's  rights hereunder shall thereupon  terminate;  and that,  pursuant to
paragraph 10 of Article V of the Plan,  this Option may not be  exercised  while
there is  outstanding  to Optionee  any  unexercised  Stock  Option,  granted to
Optionee  before the date of grant of this Option,  to purchase Common Shares of
the Company or any parent or subsidiary thereof.

Dated:
     -----------------------------------

                                            -----------------------------------
                                            Optionee

                                            -----------------------------------
                                            Type or Print Name

                                            -----------------------------------
                                            Address

                                            -----------------------------------
                                            Social Security No.

<PAGE>

Date:
Secretary,

MANARIS CORPORATION
1155 Rene-Levesque, Suite 2720
Montreal, Quebec

Canada H3B 2K8
Dear Sir/Madam:

In  accordance  with  paragraph 2 of the  Nonqualified  Stock  Option  Agreement
evidencing  the  Option  granted to me on  _____________________  under The 2005
MANARIS  CORPORATION  Nonqualified Stock Option Plan, I hereby elect to exercise
this Option to the extent of __________________ Common Shares.

Enclosed  are  (i)  Certificate(s)  No.(s)   ____________________   representing
fully-paid  common  shares of MANARIS  CORPORATION  endorsed to the Company with
signature  guaranteed,  and/or a certified check payable to the order of MANARIS
CORPORATION  in the amount of  $_______________  as the balance of the  purchase
price of  $______________  for the Shares  which I have  elected to purchase and
(ii) the original  Stock Option  Agreement for  endorsement by the Company as to
exercise on Schedule I thereof.  I  acknowledge  that the Common Shares (if any)
submitted as part payment for the exercise price due hereunder will be valued by
the Company at their Fair Market Value (as defined in the Plan) on the date this
Option  exercise is effected by the Company.  In the event I hereafter  sell any
Common Shares issued  pursuant to this option  exercise within one year from the
date of exercise or within two years after the date of grant of this  Option,  I
agree to notify the  Company  promptly  of the  amount of  taxable  compensation
realized by me by reason of such sale for federal income tax purposes.

When the certificate for Common Shares which I have elected to purchase has been
issued,  please deliver it to me, along with my endorsed Stock Option  Agreement
in the event there remains an unexercised balance of Shares under the Option, at
the following address:

Include Optionee's address here.


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                                          Signature of Optionee


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                                          Type or Print Name