REDEMPTION
      AGREEMENT AND RELEASE

     

    This
      Redemption Agreement and Release (the “Agreement”) is dated as of July ___, 2007
      and is made by and between _______________ (the “Purchaser”) and Manaris
      Corporation, a Nevada corporation (the “Company”).

     

    WHEREAS,
      the
      Company issued to the Purchaser an aggregate of $[_________] principal amount
      of
      Series B Subordinated Secured Convertible Promissory Notes (collectively the
      “Notes”), and an aggregate of $[_________] principal amount of Original Issue
      Discount Series B Subordinated Secured Convertible Promissory Notes pursuant
      to
      the Note and Warrant Purchase Agreement (the “Purchase Agreement”) dated August
      11, 2006 (collectively the “OID Notes”); 

     

    WHEREAS,
      the
      Company issued to the Purchaser an aggregate of [_________] four year warrants
      to purchase shares of the Company’s common stock, $0.001 par value per share
      (the “Common Stock”), exercisable at $0.45 per share (collectively the “Series Z
      Warrants”), and an aggregate of [_________] four year warrants to purchase
      shares of the Company’s Common Stock exercisable at $0.65 per share
      (collectively the “Series Y Warrants;” the Series Y Warrants and the Series Z
      Warrants, shall collectively be referred to as the “Warrants”); the Warrants,
      the Notes and the OID Notes shall collectively be referred to as the
“Securities”); 

     

    WHEREAS,
      the
      Company desires to purchase from the Purchaser (i) all of the Notes, (ii) all
      of
      the OID Notes, and (iii) Warrants which represent 50% of the Series Z Warrants
      and 50% of the Series Y Warrants pursuant to the terms set forth herein;
      and

     

    WHEREAS,
      the
      Company desires to (a) reduce the exercise price of (i) Series Z Warrants held
      by the Purchaser from $0.45 to $0.11, and (ii) Series Y Warrants held by the
      Purchaser from $0.65 to $0.11, and (b) provide for Section 4 of the Warrants
      as
      applicable to the remaining Warrants held by the Purchaser to be considered
      null, void and no longer applicable, such that, except as provided in this
      Agreement, there shall not be any additional adjustment of the exercise price
      of
      the Warrants. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual conditions and covenants contained in this
      Agreement, and for other good and valuable consideration, the sufficiency and
      receipt of which is hereby acknowledged, it is hereby stipulated, consented
      to
      and agreed by and among the Purchaser and the Company as follows:

     

    1. The
      Company and the Purchaser agree that (i) the outstanding principal balance
      of
      the Notes and all interest accrued and unpaid thereon is $[_________] (the
      “Outstanding Notes”), (ii) the outstanding principal balance of the OID Notes
      and all interest accrued and unpaid thereon is $[_________] (the “Outstanding
      OID Notes”), (iii) the Purchaser is the holder of [_________] Series Z Warrants,
      and (iv) the Purchaser is the holder of [_________] Series Y
      Warrants.

     

    2. (a) Upon
      execution of this Agreement, the Purchaser shall surrender and return to the
      Company via overnight delivery the original Notes, the OID Notes, and Warrants
      to the following address: Manaris Corporation, 400 boul. Montpellier Montreal,
      Quebec, Canada H4N 2G7, attention Tony Giuliano;

     

    (b) Upon
      execution of this Agreement, the exercise price of the remaining balance of
      the
      Series Z Warrants held by the Purchaser shall be reduced from $0.45 to $0.11,
      and the exercise price of the remaining balance of the Series Y Warrants held
      by
      the Purchaser shall be reduced $0.65 to $0.11 (collectively the “New Exercise
      Price”); 

     

    (c) Within
      three (3) days of execution of this Agreement, the Company shall delivery to
      the
      Purchaser via overnight delivery the remaining balance of the Warrants
      reflecting the New Exercise Price; and

     

    (d) Upon
      execution of this Agreement, Section 4 of the Warrants as applicable to the
      remaining Warrants held by the Purchaser shall be considered null, void and
      no
      longer applicable, such that, except as provided in this Agreement, there shall
      not be any additional adjustment of the exercise price of the
      Warrants.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3. Within
      three (3) business days from execution of this Agreement and upon receipt of
      the
      original Securities, the Company shall pay, or shall instruct its authorized
      agents to pay, to the Purchaser the sum of $_____________, equal to One Hundred
      and Six (106%) Percent of the aggregate principal amounts of the Outstanding
      Notes and the Outstanding OID Notes, by wire transfer to the Purchaser’s bank
      and account as set forth on Schedule A hereto. 

     

    4. In
      consideration of the foregoing, the Purchaser releases and discharges the
      Company, the Company’s officers, directors, principals, control persons, past
      and present employees, insurers, successors, and assigns (the Company “Parties”)
      from all actions, cause of action, suits, debts, dues, sums of money, accounts,
      reckonings, bonds, bills, specialties, covenants, contracts, controversies,
      agreements, promises, variances, trespasses, damages, judgments, extents,
      executions, claims, and demands whatsoever, in law, admiralty or equity, which
      against the Company Parties ever had, now have or hereafter can, shall or may,
      have for, upon, or by reason of any matter, cause or thing whatsoever, whether
      or not known or unknown, from the beginning of the world to the day of the
      date
      of this Release arising under the Securities.

     

    5.
       In
      consideration of the foregoing, the Company releases and discharges the
      Purchaser, the Purchaser’s officers, directors, principals, managers, control
      persons, past and present employees, insurers, successors, and assigns (the
      “Purchaser Parties”) from all actions, cause of action, suits, debts, dues, sums
      of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts,
      controversies, agreements, promises, variances, trespasses, damages, judgments,
      extents, executions, claims, and demands whatsoever, in law, admiralty or
      equity, which against the Purchaser Parties ever had, now have or hereafter
      can,
      shall or may, have for, upon, or by reason of any matter, cause or thing
      whatsoever, whether or not known or unknown, from the beginning of the world
      to
      the day of the date of this Release arising under the Securities.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6. The
      Company and the Purchaser each understand and agree that this Agreement
      (including all of its terms) is forever deemed confidential between them. Except
      as required under the statutes, rules or regulations of any federal or state
      government, government agency or court of competent jurisdiction, each of the
      Company and the Purchaser, and their respective counsel, shall not disclose
      or
      divulge any of the matters underlying this Agreement, or any of the terms or
      substance of this Agreement to others. 

     

      All
      inquiries, if any, regarding the other party’s performance shall be responded to
      promptly. Each party shall furnish the other party with a written copy of each
      and every written response; or, if such response was oral the date, time and
      person to whom a response was given. 

     

    7. All
      parties acknowledge and represent that: (a) they have read the Agreement; (b)
      they clearly understand the Agreement and each of its terms; (c) they fully
      and
      unconditionally consent to the terms of this Agreement; (d) they have had the
      benefit and advice of counsel of their own selection; (e) they have executed
      this Agreement, freely, with knowledge, and without influence or duress; (f)
      they have not relied upon any other representations, either written or oral,
      express or implied, made to them by any person; and (g) the consideration
      received by them has been actual and adequate.

     

    8. This
      Agreement contains the entire agreement and understanding concerning the subject
      matter hereof between the parties and supersedes and replaces all prior
      negotiations, proposed agreement and agreements, written or oral. Each of the
      parties hereto acknowledges that neither any of the parties hereto, nor agents
      or counsel of any other party whomsoever, has made any promise, representation
      or warranty whatsoever, express or implied, not contained herein concerning
      the
      subject hereto, to induce it to execute this Agreement and acknowledges and
      warrants that it is not executing this Agreement in reliance on any promise,
      representation or warranty not contained herein.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    9. This
      Agreement may not be modified or amended in any manner except by an instrument
      in writing specifically stating that it is a supplement, modification or
      amendment to the Agreement and signed by each of the parties
      hereto.

     

    10. Should
      any provision of this Agreement be declared or be determined by any court or
      tribunal to be illegal or invalid, the validity of the remaining parts, terms
      or
      provisions shall not be affected thereby and said illegal or invalid part,
      term
      or provision shall be severed and deemed not to be part of this
      Agreement.

     

    11. This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, without regard to principles of conflicts of laws. Any action
      brought by either party against the other concerning the transactions
      contemplated by this Agreement shall be brought only in the state courts of
      New
      York or in the federal courts located in the state of New York. Both parties
      and
      the individuals executing this Agreement and other agreements on behalf of
      the
      Company agree to submit to the jurisdiction of such courts and waive trial
      by
      jury. The prevailing party shall be entitled to recover from the other party
      its
      reasonable attorney’s fees and costs. 

     

    12. This
      Agreement may be executed in counterparts, each of which, when all parties
      have
      executed at least one such counterpart, shall be deemed an original, with the
      same force and effect as if all signatures were appended to one instrument,
      but
      all of which together shall constitute one and the same Agreement.

     

    [Remainder
      of Page Left Intentionally Blank]

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties have duly executed this Agreement as of the date first indicated
      above.

     

    
      	Name of
              Purchaser:	 	 	 
	[___________________________]	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By: 	 	 	 	 
	Name: 	
              

            	 	 	
            
	Title:	 	 	 	 


    

    
       

      
        	MANARIS
                CORPORATION	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By: 	 	 	 	 
	Name: 	
                
John
                G. Fraser	 	 	
              
	Title:	Chief
                Executive
                Officer	 	 	 


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Schedule
      A

     

    
      	Bank:	 	 
	 	 	 
	Branch Address:	 	 
	 	 	 
	 	 	 
	Account Name:	 	 
	 	 	 
	Account Number:	 	 
	 	 	 
	Routing Number:	 	 
	 	 	 
	Remark:	 	Manaris Corporation/Redemption of
              Securities