AGREEMENT
      AND PLAN OF

    MERGER
      AND REORGANIZATION

    


    Agreement
      of Merger and Plan of Merger and Reorganization dated November 20, 2007 and
      between Manaris Corporation., a Nevada corporation ("Manaris") and Avensys
      Corporation, a Nevada corporation ("Avensys ").

    


    WHEREAS,
      the
      Boards of Directors of Manaris and Avensys have resolved that Manaris and
      Avensys be merged under and pursuant to Chapter 92A.180 of the Nevada Revised
      Statutes into a single corporation, existing under the laws of the State of
      Nevada, in which Manaris shall be the surviving corporation (such corporation
      in
      its capacity as such surviving corporation being sometimes referred to herein
      as
      the "Surviving Corporation");

    


    WHEREAS,
      the
      authorized capital stock of Manaris consists of 500,000,000 shares of Common
      Stock, $0.00001 par value ("Manaris Common Stock") of which 97,096,844 shares
      are issued and outstanding;

    


    WHEREAS,
      the
      authorized capital stock of Avensys consists of 100 shares of Common Stock,
      $0.0001 par value per share ("Avensys Common Stock"), of which no shares are
      issued and outstanding; and 

    


    WHEREAS,
      the
      respective Boards of Directors of Manaris and Avensys have approved the merger
      upon the terms and conditions hereinafter set forth and have approved this
      Agreement;

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual agreements, provisions and
      covenants herein contained, the parties hereto hereby agree in accordance with
      Chapter 92A.180 of the Nevada Revised Statutes that Manaris and Avensys shall
      be, at the Effective Date (as hereinafter defined), merged (the "Merger") into
      a
      single corporation existing under the laws of the State of Nevada, which shall
      be the Surviving Corporation, and the parties hereto adopt and agree to the
      following terms and conditions relating to the Merger.

    


    1. Stockholders
      Meetings; Filings; Effects of Merger

    


    1.1. Action
      by Manaris.
      On or
      before November 21, 2007, the directors of Manaris shall adopt this Agreement
      unanimously in accordance with the Nevada Revised Statutes.

    


    1.2. Action
      by Avensys.
      On or
      before November 21, 2007, the directors of Avensys shall adopt this Agreement
      unanimously in accordance with the Nevada Revised Statutes.

    


    1.3 Filing
      of Certificate of Merger; Effective Date.
      If (a)
      this Agreement is adopted by the directors of Manaris, in accordance with the
      Nevada Revised Statutes, (b) this Agreement is adopted by the directors of
      Avensys, in accordance with the Nevada Revised Statutes, and (c) this Agreement
      is not thereafter, and has not theretofore been terminated or abandoned as
      permitted by the provisions hereof, than Articles of Merger shall be filed
      and
      recorded in accordance with Chapter 92A.180 of the Nevada Revised Statutes.
      The
      Merger shall become effective at the close of business on November 28, 2007,
      which date and time are herein referred to as the "Effective Date."

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    1.4. Certain
      Effects of Merger.
      On the
      Effective Date, the separate existence of Avensys shall cease, and Avensys
      shall
      be merged into Manaris which, as the Surviving Corporation, shall possess all
      the rights, privileges, powers, and franchises of a public as well as of a
      private nature, and be subject to all the restrictions, disabilities, and duties
      of Avensys ; and all the rights, privileges, powers, and franchises of Avensys
      ,
      and all property, real, personal, and mixed, and all debts due to Avensys on
      whatever account, as well for stock subscriptions and all other things in action
      or belonging to Avensys , shall be vested in the Surviving Corporation; and
      all
      property, rights, privileges, powers, and franchises, and each and every other
      interest shall be thereafter as effectually the property of the Surviving
      Corporation as they were of Avensys , and the title to any real estate vested
      by
      deed or otherwise, under the laws of Nevada or any other jurisdiction, in
      Avensys , shall not revert or be in any way impaired; but all rights of
      creditors and all liens upon any property of Avensys shall be preserved
      unimpaired, and all debts, liabilities, and duties of Avensys shall thenceforth
      attach to the Surviving Corporation, which may, in the name of Avensys , execute
      and deliver all such proper deeds, assignments, and other instruments and take
      or cause to be taken all such further or other action as the Surviving
      Corporation may deem necessary or desirable in order to vest, perfect, or
      confirm in the Surviving Corporation title to and possession of all Avensys
      's
      property, rights, privileges, powers, franchises, immunities, and interests
      and
      otherwise to carry out the purposes of this Agreement.

    


    Furthermore,
      Manaris will assume all franchise tax liabilities of Avensys with respect to
      the
      State of Nevada.

    


    2. Surviving
      Corporation

    


    2.1 Name
      of Surviving Corporation.
      The
      name of the Surviving Corporation from and after the Effective Date shall be
      Avensys Corporation.

    


    2.2. By-Laws.
      The
      By-Laws of Manaris, as in effect immediately before the Effective Date, shall
      be
      from and after the Effective Date, the By-Laws of the Surviving Corporation
      until amended as provided therein.

    


    2.3. Articles
      of Incorporation.
      The
      Articles of Incorporation of Manaris, as the same shall be in force, shall
      continue to be the Articles of Incorporation of the Surviving Corporation until
      amended and changed pursuant to the provisions of the Nevada Revised
      Statutes.

    


    2.4. Directors
      and Officers.
      The
      directors and officers of Manaris in office at the Effective Date shall be
      the
      members of the Board of Directors and the first officers of the Surviving
      Corporation, all of whom shall hold their directorships and offices until the
      election and qualification of their respective successors or until their tenure
      is otherwise terminated in accordance with the By-Laws of the Surviving
      Corporation.

    


    
      
         

      

      
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    3. Miscellaneous

    


    3.1. This
      Agreement of Merger and Plan of Merger and Reorganization may be terminated
      and
      the proposed Merger abandoned at any time before the Effective Date of the
      Merger, and whether before or after approval of this Agreement of Merger and
      Plan of Merger and Reorganization by the shareholders of Manaris and/or Avensys,
      by a duly adopted resolution of the Board of Directors of either
      corporation.

    


    3.2. For
      the
      convenience of the parties hereto and to facilitate the filing of this Agreement
      of Merger and Plan of Merger and Reorganization, any number of counterparts
      hereof may be executed; and each such counterpart shall be deemed to be an
      original instrument.

    


    IN
      WITNESS WHEREOF,
      this
      Agreement has been executed by Manaris and Avensys all on the date first above
      written.

     

    Manaris
      Corporation

    


    
      	 	 	 	 	 
	By: 	 	 	 	 
	 	
              
John
              G. Fraser, President and Chief Executive
              Officer	 	 	
            


    

     

    Avensys
      Corporation

     

    
      
        	 	 	 	 	 
	By: 	 	 	 	 
	 	
                
John
                G. Fraser, President	 	 	
              




      
        
           

        

        
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