EXIBIT
      10.30

    


    Form
      of
      the Warrant dated September 24, 2007

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    Execution
      Copy

    


    THIS
      WARRANT (THIS “WARRANT”) AND
      THE
      SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
      NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
      OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS
      A
      REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS
      SHALL
      BE EFFECTIVE WITH RESPECT THERETO, OR AN EXEMPTION FROM REGISTRATION UNDER
      THE
      SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION
      WITH SUCH OFFER OR SALE. THIS WARRANT AND THE SECURITIES ISSUABLE UPON
      EXERCISE HEREOF
      MAY NOT BE TRANSFERRED OR ASSIGNED TO ANY PERSON EXCEPT IN COMPLIANCE WITH
      APPLICABLE SECURITIES LAWS.

     

    WARRANT
      

     

    TO
      PURCHASE COMMON STOCK 

    


    OF

     

    MANARIS
      CORPORATION

     

    
      
        	
                Issue
                  Date: September 24, 2007

              	
                Warrant
                  No. 2-A

              


      

    

     

    


    THIS
      CERTIFIES that IMPERIUM MASTER FUND, LTD. or
      any
      subsequent holder hereof (the “Holder”),
      has
      the right to purchase from MANARIS CORPORATION,
      a
      Nevada corporation (the
      “Company”),
      up to
      20,276,190 fully paid and nonassessable shares of the Company’s common stock,
      par value $.00001 per share (the “Common
      Stock”),
      subject to adjustment as provided herein, at a price per share equal to the
      Exercise Price (as defined below), at any time and from time to time beginning
      on the Issue Date and ending at 5:00 p.m., New York City time, on the fifth
      (5th)
      anniversary of the Issue Date or, if such day is not a Business Day, on the
      next
      succeeding Business Day (the “Expiration
      Date”).

    


    This
      Warrant is issued pursuant to a Securities Purchase and Loan Agreement, dated
      as
      of the date hereof (the “Loan
      Agreement”).
      If
      this Warrant is partially assigned and divided into two or more notes, such
      additional warrants along with the remainder of this Warrant are collectively
      referred to herein as the “Warrants”.
      

     

    
      
        
        

      

      
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    1. DEFINITIONS.

    


    (a) Defined
      Terms.
      The
      following terms shall apply to this Warrant:

     

    “Assumed
      Variable Market Price”
      has the
      meaning set forth in Section
      7(e)(ii)(B)
      of this
      Warrant.

    


    “Cash
      Exercise”
      has
      the
      meaning set forth in Section
      6
      of this
      Warrant.

    


    “Cashless
      Exercise”
      has
      the
      meaning set forth in Section
      6
      of this
      Warrant.

    


    “Common
      Stock”
      has
      the
      meaning set forth in the preamble
      to this
      Warrant.

    


    “Company”
      has
      the
      meaning set forth in the preamble
      to this
      Warrant.

    


    “Convertible
      Securities” means
      any
      stock or securities (other than Options) of the Company convertible into or
      exercisable or exchangeable for Common Stock. 

    


    “Delivery
      Date”
      has
      the
      meaning set forth in Section
      3
      of this
      Warrant.

     

    “Determination
      Date”
      has
      the
      meaning set forth in Section
      7(c)
      of this
      Warrant.

     

    “Dilutive
      Issuance”
      has
      the
      meaning set forth in Section
      7(e)(i)
      of this
      Warrant.

     

    “Dispute
      Procedure”
      has
      the
      meaning set forth in Section
      2(b)
      of this
      Warrant.

     

    “Distribution”,
      “Distribution
      Date”
and
      Distribution
      Notice”
      have
      the
      respective meanings set forth in Section7(c)
      of this
      Warrant.

    


    “DTC”
      has
      the
      meaning set forth in Section
      3
      of this
      Warrant.

     

    “Expiration
      Date”
      has
      the
      meaning set forth in the preamble
      to
      this
      Warrant.

    


    “Exercise
      Date”
      has
      the
      meaning set forth in Section
      2(b)
      of this
      Warrant.

    


    “Exercise
      Default”
      has
      the
      meaning set forth in Section
      4(a)
      of this
      Warrant.

     

    “Exercise
      Notice”
      has
      the
      meaning set forth in Section
      2(b)
      of this
      Warrant.

    


    “Exercise
      Price”
      has
      the
      meaning set forth in Section
      2(a)
      of this
      Warrant.

     

    
      
        
        

      

      
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    “FAST”
      has
      the
      meaning set forth in Section
      3
      of this
      Warrant.

    


    “Holder”
      has
      the
      meaning set forth in the preamble
      to this
      Warrant.

    


    “Issue
      Date”
means
      the Issue Date set forth on the front page of this Warrant.

    


    “Major
      Transaction”
means
      the existence, occurrence or public announcement of, or entering into an
      agreement contemplating, a merger, consolidation, business combination, tender
      offer, exchange of shares, recapitalization, reorganization, redemption or
      other
      similar event, as a result of which shares of Common Stock shall be changed
      into, or exchanged or tendered for, the same or a different number of shares
      of
      the same or another class or classes of stock or securities or other assets
      of
      the Company or another entity.

    


    “Market
      Price”
means,
      as of a particular date, the highest daily VWAP during the period of twenty
      (20)
      consecutive Trading Days occurring immediately prior to (but not including)
      such
      date as reported in the Principal Market for such securities. If
      Market
      Price cannot be calculated for the Common Stock because the Common Stock is
      no
      longer publicly traded or otherwise, then the Company shall submit such
      calculation to an independent investment banking firm of national reputation
      reasonably acceptable to the Holder, and shall cause such investment banking
      firm to perform such determination and notify the Company and the Holder of
      the
      results of determination no later than five (5) Business Days from the time
      such
      calculation was submitted to it by the Company.

    


    “Options”
means
      any rights, warrants or options to subscribe for, purchase or receive Common
      Stock or Convertible Securities.

    


    “Record
      Date”
      has
      the
      meaning set forth in Section
      7(c)
      of this
      Warrant.

     

    “VWAP”
on
      a
      Trading Day means the volume weighted average price of the Common Stock for
      such
      Trading Day on the Principal Market as reported by Bloomberg Financial Markets
      or, if Bloomberg Financial Markets is not then reporting such prices, by a
      comparable reporting service of national reputation selected by the Holders
      and
      reasonably satisfactory to the Company. 

    


    “Warrant
      Shares”
      has
      the
      meaning set forth in Section
      2(a)
      of this
      Warrant.

    


    (b) Terms
      Defined in the Loan Agreement.
      Any
      capitalized term used but not defined herein has the meaning specified in the
      Loan Agreement.

    


    (c) Usage. 
      All
      definitions contained in this Warrant are equally applicable to the singular
      and
      plural forms of the terms defined. The words “hereof”, “herein” and “hereunder”
and words of similar import refer to this Warrant as a whole and not to any
      particular provision of this Warrant.

     

    
      
        
        

      

      
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    2. EXERCISE.

    


    (a)
       Right
      to Exercise; Exercise Price.
      The
      Holder shall have the right to exercise this Warrant at any time and from time
      to time during the period beginning on the Issue Date and ending at 5 p.m.,
      New
      York City time, on the Expiration Date as to all or any part of the shares
      of
      Common Stock covered hereby (the “Warrant
      Shares”).
      The
“Exercise
      Price”
for
      each Warrant Share purchased by the Holder upon the exercise of this Warrant
      shall be $0.11, subject to adjustment for the events specified in Section
      7
      of this
      Warrant.

    


    (b)
       Exercise
      Notice.
      In
      order to exercise this Warrant, the Holder shall (i) send by facsimile
      transmission, at any time prior to 5:00 p.m., New York City time, on the
      Business Day on which the Holder wishes to effect such exercise (the
“Exercise
      Date”),
      to
      the Company an executed copy of the notice of exercise in the form attached
      hereto as Exhibit
      A
      (the
“Exercise
      Notice”)
      and
      (ii) in the case of a Cash Exercise, deliver the Exercise Price to the Company
      by wire transfer of immediately available funds. The Holder shall promptly
      thereafter deliver the original Warrant to the Company for cancellation (and
      replacement with a new Warrant if exercised in part) pursuant to Section
      2(d)
      of this
      Warrant. The
      Exercise Notice shall also state the name or names in which the Warrant Shares
      issuable on such exercise shall be issued if other than the Holder. In
      the
      case of a dispute as to the calculation of the Exercise Price or the number
      of
      Warrant Shares issuable hereunder (including, without limitation, the
      calculation of any adjustment pursuant to Section
      7 below),
      the Company shall promptly issue to the Holder the number of Warrant Shares
      that
      are not disputed and shall submit the disputed calculations to a certified
      public accounting firm of national recognition (other than the Company’s
      independent accountants) within two (2) Business Days following the date on
      which the Exercise Notice is delivered to the Company. The Company shall use
      its
      best efforts to cause such accountant to calculate the Exercise Price and/or
      the
      number of Warrant Shares issuable hereunder and to notify the Company and the
      Holder of the results in writing no later than two (2) Business Days following
      the day on which such accountant received the disputed calculations (the
“Dispute
      Procedure”).
      Such
      accountant’s calculation shall be deemed conclusive absent manifest error. The
      fees of any such accountant shall be borne by the party whose calculations
      were
      most at variance with those of such accountant.

    


    (c) Holder
      of Record.
      The
      Holder shall, for all purposes, be deemed to have become the holder of record
      of
      the Warrant Shares specified in an Exercise Notice on the Exercise Date
      specified therein, irrespective of the date of delivery of such Warrant Shares.
      Except as specifically provided herein, nothing in this Warrant shall be
      construed as conferring upon the Holder hereof any rights as a stockholder
      of
      the Company prior to the Exercise Date.

    


    (d)
       Cancellation
      of Warrant.
      This
      Warrant shall be canceled upon its exercise and, if this Warrant is exercised
      in
      part, the Company shall, at the time that it delivers Warrant Shares to the
      Holder pursuant to such exercise as provided herein, issue a new warrant, and
      deliver to the Holder a certificate representing such new warrant, with terms
      identical in all respects to this Warrant (except that such new warrant shall
      be
      exercisable into the number of shares of Common Stock with respect to which
      this
      Warrant shall remain unexercised); provided,
      however,
      that
      the Holder shall be entitled to exercise all or any portion of such new warrant
      at any time following the time at which this Warrant is exercised, regardless
      of
      whether the Company has actually issued such new warrant or delivered to the
      Holder a certificate therefor.

     

    
      
        
        

      

      
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    3. DELIVERY
      OF WARRANT SHARES UPON EXERCISE.

    


    Upon
      receipt of an Exercise Notice pursuant to Section
      2
      of this
      Warrant, the Company shall, (A) in the case of a Cash Exercise no later than the
      close of business on the later to occur of (i) the third (3rd) Business Day
      following the Exercise Date set forth in such Exercise Notice and (ii) the
      date
      on which the Company has received payment of the Exercise Price, and (B) in
      the
      case of a Cashless Exercise, no later than the close of business on the third
      (3rd) Business Day following the Exercise Date set forth in such Exercise
      Notice, and (C) with respect to Warrant Shares that are the subject of a Dispute
      Procedure, the close of business on the third (3rd)
      Business Day following the determination made pursuant to Section
      2(b)
      of this
      Warrant (each of the dates specified in the foregoing clauses
      (A),
      (B)
      or
(C)
      being
      referred to as a “Delivery
      Date”),
      issue
      and deliver or cause to be delivered to the Holder the number of Warrant Shares
      as shall be determined as provided herein. The Company shall effect delivery
      of
      Warrant Shares to the Holder by delivering to the Holder or its nominee physical
      certificates representing such Warrant Shares, no later than the close of
      business on such Delivery Date. If the Transfer Agent participates in the
      Depository Trust Company (“DTC”)
      Fast
      Automated Securities Transfer program (“FAST”),
      and
      the Holder so specifies in an Exercise Notice or otherwise in writing on or
      before the Exercise Date, the Company shall effect delivery of Warrant Shares
      by
      crediting the account of the Holder or its nominee at DTC (as specified in
      the
      applicable Exercise Notice) with the number of Warrant Shares required to be
      delivered, no later than the close of business on such Delivery Date. If any
      exercise would create a fractional Warrant Share, such fractional Warrant Share
      shall be disregarded and the number of Warrant Shares issuable upon such
      exercise, in the aggregate, shall be the nearest whole number of Warrant Shares.
      Warrant Shares delivered to the Holder shall not contain any restrictive legend
      unless such legend is required by applicable securities laws.

    


    4. FAILURE
      TO DELIVER WARRANT SHARES.
      

    


    (a) In
      the
      event that the Company fails for any reason (other than as a result of the
      Holder’s failure, in the case of a Cash Exercise, to pay the aggregate Exercise
      Price for the Warrant Shares being purchased) to deliver to the Holder the
      number of Warrant Shares specified in the applicable Exercise Notice (without
      any restrictive legend if so required under the Loan Agreement) on or before
      the
      third (3rd)
      Business Day following the Delivery Date therefor, or fails to remove any
      restrictive legend from outstanding Warrant Shares at the request of the Holder
      to the extent required under the Loan Agreement on or before the third
      (3rd)
      Business Day following such request (an “Exercise
      Default”),
      the
      Holder shall have the right to receive from the Company an amount equal to
      (i)
      (N/365) multiplied
      by
      (ii) the
      aggregate Market Price of the Warrant Shares (calculated as of the date on
      which
      the applicable Exercise Notice was delivered) which are the subject of such
      Exercise Default multiplied
      by
      (iii)
      the lower of eighteen percent (18%) and the maximum rate permitted by applicable
      law or by the applicable rules or regulations of any Governmental Authority,
      where “N” equals the number of days elapsed between the original Delivery Date
      of such Warrant Shares (or from such third Business Day in the event of a
      failure to remove a legend from outstanding Warrant Shares) and the date on
      which such Exercise Default has been cured. Amounts
      payable under the preceding sentence shall
      be
      paid to the Holder in immediately available funds on or before the second
      (2nd)
      Business Day following written notice from the Holder to the Company specifying
      the amount owed to it by the Company. In
      the
      event that shares of Common Stock are purchased by or on behalf of the Holder
      in
      order to
      make
      delivery on a sale effected in anticipation of receiving Warrant Shares upon
      an
      exercise, the Holder shall have the right to receive from the Company, in
      addition to the foregoing amounts, (i) the aggregate amount paid by or on behalf
      of the Holder for such shares of Common Stock minus
      (ii) the
      aggregate amount of net proceeds, if any, received by the Holder from the sale
      of the Warrant Shares issued by the Company pursuant to such exercise.


     

    
      
        
        

      

      
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    (b) In
      addition to its rights under Section
      4(a)
      of this
      Warrant, upon an Exercise Default, the Holder shall have the right to pursue
      all
      other remedies available to it at law or in equity (including, without
      limitation, a decree of specific performance and/or injunctive
      relief). 

     

    5. EXERCISE
      LIMITATION.
      

    


    The
      Holder shall not be permitted to exercise this Warrant, or part thereof, if,
      upon such exercise, the number of shares of Common Stock beneficially owned
      by
      the Holder (other than shares which may be deemed beneficially owned except
      for
      being subject to a limitation on exercise or exercise analogous to the
      limitation contained in this Section
      5),
      would
      exceed 9.9% of the number of shares of Common Stock then issued and outstanding,
      it being the intent of the Company and the Holder that the Holder not be deemed
      at any time to have the power to vote or dispose of greater than 9.9% of the
      number of shares of Common Stock issued and outstanding at any time. Nothing
      contained herein shall be deemed to restrict the right of the Holder to exercise
      this Warrant at such time as such exercise will not violate the provisions
      of
      this Section
      5.
      As
      used
      herein, beneficial ownership shall be determined in accordance with Section
      13(d) of the Exchange Act. The holders of Common Stock are to be deemed
      third-party beneficiaries of the limitation imposed hereby and, accordingly,
      this Section
      5
      may not
      be amended without the consent of the holders of a majority of the shares of
      Common Stock then outstanding; provided,
      however,
      that
      the Holder shall have the right, upon sixty (60) days’ prior written notice to
      the Company, to waive the provisions of this Section
      5
      without
      obtaining such consent.
      

    


    6. PAYMENT
      OF THE EXERCISE PRICE; CASHLESS EXERCISE.
      

    


    The
      Holder may pay the Exercise Price through a cash exercise (a “Cash
      Exercise”)
      by
      delivering immediately available funds on the Exercise Date, or if at any time
      after August 22, 2008 all or some of the Warrant Shares may not be sold pursuant
      to an effective registration statement, the Holder may elect to pay the Exercise
      Price through a cashless exercise (a “Cashless
      Exercise”),
      whether exclusively or in combination with a Cash Exercise. The Holder shall
      effect a Cashless Exercise by surrendering this Warrant to the Company and
      noting on the Exercise Notice that the Holder wishes to effect a Cashless
      Exercise, upon which the Company shall issue to the Holder a number of Warrant
      Shares determined as follows:

     

    X
      = Y x
      (A-B)/A

    


    where:   X
      = the
      number of Warrant Shares to be issued to the Holder;

    


    Y
      = the
      number of Warrant Shares with respect to which this Warrant is being
      exercised;

     

    
      A
        = the
        VWAP on the Trading Day immediately preceding the date of such election;
        and

    

    

      B
        = the
        Exercise Price.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

    It
      is
      intended and acknowledged that the Warrant Shares issued in a Cashless Exercise
      transaction shall be deemed to have been acquired by the Holder, and the holding
      period for the Warrant Shares required by Rule 144 shall be deemed to have
      been
      commenced, on the Issue Date. 

    


    7. ANTI-DILUTION
      ADJUSTMENTS; DISTRIBUTIONS; OTHER EVENTS.
      

    


    The
      Exercise Price and the number of Warrant Shares issuable hereunder shall be
      subject to adjustment from time to time as provided in this Section
      7.

    


    (a) Stock
      Splits, Stock Interests, Etc.
      If, at
      any time on or after the Issue Date, the number of outstanding shares of Common
      Stock is increased by a stock split, stock dividend, reclassification or other
      similar event, the Exercise Price shall be proportionately reduced, or if the
      number of outstanding shares of Common Stock is decreased by a reverse stock
      split, combination, reclassification or other similar event, the Exercise Price
      shall be proportionately increased. 

     

    (b) Major
      Transactions.
      If, at
      any time after the Issue Date, any Major Transaction shall occur, then the
      Holder shall thereafter have the right to exercise this Warrant in whole or
      in
      part at any time prior to, on or after the record date for the receipt of the
      consideration payable to the holders of Common Stock and shall be entitled
      to
      receive, in lieu of the shares of Common Stock otherwise issuable upon exercise
      of this Warrant, such shares of stock, securities and/or other assets as would
      have been issued or payable upon such Major Transaction with respect to or
      in
      exchange for the number of shares of Common Stock which would have been issuable
      upon exercise of this Warrant had such Major Transaction not taken place
      (without giving effect to any limitations on such exercise contained in this
      Warrant). The Company shall not effect any Major Transaction unless (1)
subsequent
      to the
      public disclosure by the Company of such Major Transaction, the Holder has
      been
      given written notice of such transaction by the earlier of (A) the date that
      is
      thirty (30) days (sixty one (61) days if, without giving effect to the
      limitation on exercise contained in Section
      5,
      the
      Holder would beneficially own more than 9.9% of the Common Stock then
      outstanding) prior to the date on which such transaction is consummated, and
      (B)
      the date that is fifteen (15) days prior to the record date for the
      determination of the Company’s stockholders entitled to vote with respect to
      such transaction, and (2) the resulting successor or acquiring entity (if not
      the Company) assumes by written instrument (in form and substance reasonably
      satisfactory to the Holder) the obligations of the Company under this Warrant,
      with such adjustments to the Exercise Price and the securities covered hereby
      as
      may be necessary in order to preserve the economic benefits of this Warrant
      to
      the Holder. The above provisions shall apply regardless of whether or not there
      would have been a sufficient number of shares of Common Stock authorized and
      available for issuance upon exercise of this Warrant as of the date of such
      transaction, and shall similarly apply to successive Major
      Transactions.

     

    
      
        
        

      

      
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    (c) Distributions.
      If, at
      any time after the Issue Date, the Company declares or makes any distribution
      of
      cash or any other assets (or rights to acquire such assets) to holders of Common
      Stock, including without limitation any dividend or distribution to the
      Company’s stockholders in shares (or rights to acquire shares) of capital stock
      of a subsidiary (a “Distribution”),
      the
      Company shall deliver written notice of such Distribution (a “Distribution
      Notice”)
      to the
      Holder at least fifteen (15) days prior to the earlier to occur of (i) the
      record date for determining stockholders entitled to such Distribution (the
      “Record
      Date”)
      and
      (ii) the date on which such Distribution is made (the “Distribution
      Date”)
      (the
      earlier of such dates being referred to as the “Determination
      Date”).
      Upon
      receipt of the Distribution Notice, the Holder shall promptly (but in no event
      later than three (3) Business Days) notify the Company whether it has elected
      (A) to receive the same amount and type of assets (including, without
      limitation, cash) being distributed as though the Holder were, on the
      Determination Date, a holder of a number of shares of Common Stock into which
      this Warrant is exercisable as of such Determination Date (such number of shares
      to be determined without giving effect to any limitations on such exercise)
      or
      (B) upon any exercise of this Warrant on or after the Distribution Date, to
      reduce the Exercise Price in effect on the Business Day immediately preceding
      the Record Date (such date being deemed the Exercise Date for purposes hereof)
      by an amount equal to the fair market value of the assets to be distributed
      divided
      by
      the
      number of shares of Common Stock as to which such Distribution is to be made,
      such fair market value to be reasonably determined in good faith by the Board
      of
      Directors and reasonably acceptable to the Holder. Upon receipt of such election
      notice from the Holder, the Company shall timely effectuate the transaction
      or
      adjustment contemplated in the foregoing clause
      (A) or (B),
      as
      applicable. 
      If the
      Holder does not notify the Company of its election pursuant to the preceding
      sentence on or prior to the Determination Date, the Holder shall be deemed
      to
      have elected clause
      (A)
      of the
      preceding sentence.

     

    (d) Convertible
      Securities; Options.
      If, at
      any time after the Issue Date, the Company issues Convertible Securities or
      Options to the record holders of the Common Stock, whether or not such
      Convertible Securities or Options are immediately convertible, exercisable
      or
      exchangeable, then the Holders shall be entitled, upon any exercise of this
      Warrant on or after the date of record for determining stockholders entitled
      to
      receive such Convertible Securities or Options (or if no such record is taken,
      the date on which such Convertible Securities or Options are issued), to receive
      the aggregate number of Convertible Securities or Options which the Holder
      would
      have received with respect to the shares of Common Stock issuable upon such
      exercise (without giving effect to any limitations on such exercise contained
      in
      this Warrant) had the Holder been the holder of such shares of Common Stock
      on
      the record date for the determination of stockholders entitled to receive such
      Convertible Securities or Options (or if no such record is taken, the date
      on
      which such Convertible Securities or Options were issued). 

     

    
      (e) Dilutive
        Issuances.

       

      (i) Adjustment
        Upon Dilutive Issuance.
        

       

      If,
        at
        any time after the Issue Date, the Company issues or sells, or in accordance
        with Section
        7(e)(ii) is
        deemed
        to have issued or sold, any shares of Common Stock for no consideration or
        for a
        consideration per share less than the Exercise Price in effect on the date
        of
        such issuance or sale (or deemed issuance or sale) (a “Dilutive
        Issuance”),
        then
        the Exercise Price shall be adjusted so as to equal the consideration received
        or receivable by the Company (on a per share basis) for the additional shares
        of
        Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance
        (which, in the case of a deemed issuance or sale, shall be calculated in
        accordance with Section
        7(e)(ii)
        below).
        Notwithstanding the foregoing, no adjustment shall be made pursuant to this
        Section
        7(e)(i)
        if such
        adjustment would result in an increase in the Exercise Price.

    

     

    
      
        
        

      

      
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    (ii) Effect
      On Exercise Price Of Certain Events.
      For
      purposes of determining the adjusted Exercise Price under Section
      7(e)(i),
      the
      following will be applicable:

    


    (A) Issuance
      Of Options.
      If the
      Company issues or sells any Options, whether or not immediately exercisable,
      and
      the price per share for which Common Stock is issuable upon the exercise of
      such
      Options (and the price of any conversion of Convertible Securities, if
      applicable) is less than the Exercise Price in effect on the date of issuance
      or
      sale of such Options (such date being deemed the Exercise Date for purposes
      hereof), then the maximum total number of shares of Common Stock issuable upon
      the exercise of all such Options (assuming full conversion, exercise or exchange
      of Convertible Securities, if applicable) shall, as of the date of the issuance
      or sale of such Options, be deemed to be outstanding and to have been issued
      and
      sold by the Company for such price per share. For purposes of the preceding
      sentence, the “price per share for which Common Stock is issuable upon the
      exercise of such Options” shall be determined by dividing (x) the total amount,
      if any, received or receivable by the Company as consideration for the issuance
      or sale of all such Options, plus the minimum aggregate amount of additional
      consideration, if any, payable to the Company upon the exercise of all such
      Options, plus,
      in the
      case of Convertible Securities issuable upon the exercise of such Options,
      the
      minimum aggregate amount of additional consideration payable upon the
      conversion, exercise or exchange thereof (determined in accordance with the
      calculation method set forth in Section
      7(e)(ii)(B)
      below)
      at the time such Convertible Securities first become convertible, exercisable
      or
      exchangeable, by (y) the maximum total number of shares of Common Stock issuable
      upon the exercise of all such Options (assuming full conversion, exercise or
      exchange of Convertible Securities, if applicable). No further adjustment to
      the
      Exercise Price shall be made upon the actual issuance of such Common Stock
      upon
      the exercise of such Options or upon the conversion, exercise or exchange of
      Convertible Securities issuable upon exercise of such Options.
      To the
      extent that shares of Common Stock or Convertible Securities are not delivered
      pursuant to such Options, upon the expiration or termination of such Options,
      the Exercise Price shall be readjusted to the Exercise Price that would then
      be
      in effect had the adjustments made upon the issuance of such Options been made
      on the basis of delivery of only the number of shares of Common Stock actually
      delivered.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (B) Issuance
      Of Convertible Securities.
      If the
      Company issues or sells any Convertible Securities, whether or not immediately
      convertible, exercisable or exchangeable, and the price per share for which
      Common Stock is issuable upon such conversion, exercise or exchange is less
      than
      the Exercise Price in effect on the date of issuance or sale of such Convertible
      Securities (such date being deemed the Exercise Date for purposes hereof),
      then
      the maximum total number of shares of Common Stock issuable upon the conversion,
      exercise or exchange of all such Convertible Securities shall, as of the date
      of
      the issuance or sale of such Convertible Securities, be deemed to be outstanding
      and to have been issued and sold by the Company for such price per share. If
      the
      Convertible Securities so issued or sold do not have a fluctuating conversion
      or
      exercise price or exchange ratio, then for the purposes of the immediately
      preceding sentence, the “price per share for which Common Stock is issuable upon
      such conversion, exercise or exchange” shall be determined by dividing (A) the
      total amount, if any, received or receivable by the Company as consideration
      for
      the issuance or sale of all such Convertible Securities, plus the minimum
      aggregate amount of additional consideration, if any, payable to the Company
      upon the conversion, exercise or exchange thereof (determined in accordance
      with
      the calculation method set forth in this Section
      7(e)(ii)(B))
      at the
      time such Convertible Securities first become convertible, exercisable or
      exchangeable, by (B) the maximum total number of shares of Common Stock issuable
      upon the exercise, conversion or exchange of all such Convertible Securities.
      If
      the Convertible Securities so issued or sold constitute a Variable Rate
      Security, then for purposes of the first sentence of this Section
      7(e)(ii)(B),
      the
“price per share for which Common Stock is issuable upon such conversion,
      exercise or exchange” shall be deemed to be the lowest price per share which
      would be applicable (assuming all holding period and other conditions to any
      discounts contained in such Variable Rate Security have been satisfied) if
      the
      conversion price of such Variable Rate Security on the date of issuance or
      sale
      thereof were equal to the actual conversion price on such date (or such higher
      minimum conversion price if such Variable Rate Security is subject to a minimum
      conversion price) (the “Assumed
      Variable Market Price”),
      and,
      further, if the conversion price of such Variable Rate Security at any time
      or
      times thereafter is less than or equal to the Assumed Variable Market Price
      last
      used for making any adjustment under this Section
      7(e)
      with
      respect to any Variable Rate Security, the Exercise Price in effect at such
      time
      shall be readjusted to equal the Exercise Price which would have resulted if
      the
      Assumed Variable Market Price at the time of issuance of the Variable Rate
      Security had been equal to the actual conversion price of such Variable Rate
      Security existing at the time of the adjustment required by this sentence;
      provided,
      however,
      that if
      the conversion or exercise price or exchange ratio of a Convertible Security
      may
      fluctuate solely as a result of provisions designed to protect against dilution,
      such Convertible Security shall not be deemed to be a Variable Rate Security.
      No
      further adjustment to the Exercise Price shall be made upon the actual issuance
      of such Common Stock upon conversion, exercise or exchange of such Convertible
      Securities.

     

    (C) Change
      In Option Price Or Conversion Rate.
      If
      there is a change at any time in (x) the amount of additional consideration
      payable to the Company upon the exercise of any Options; (y) the amount of
      additional consideration, if any, payable to the Company upon the conversion,
      exercise or exchange of any Convertible Securities; or (z) the rate at which
      any
      Convertible Securities are convertible into or exercisable or exchangeable
      for
      Common Stock (in each such case, other than under or by reason of provisions
      designed to protect against dilution), the Exercise Price in effect at the
      time
      of such change shall be readjusted to the Exercise Price which would have been
      in effect at such time had such Options or Convertible Securities still
      outstanding provided for such changed additional consideration or changed
      conversion, exercise or exchange rate, as the case may be, at the time initially
      issued or sold.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (D) Calculation
      Of Consideration Received.
      If any
      Common Stock, Options or Convertible Securities are issued or sold for cash,
      the
      consideration received therefor will be the amount received by the Company
      therefor. In case any Common Stock, Options or Convertible Securities are issued
      or sold for a consideration part or all of which shall be other than cash,
      including in the case of a strategic or similar arrangement in which the other
      entity will provide services to the Company, purchase services from the Company
      or otherwise provide intangible consideration to the Company, the amount of
      the
      consideration other than cash received by the Company (including the net present
      value of the consideration expected by the Company for the provided or purchased
      services) shall be the fair market value of such consideration. In case any
      Common Stock, Options or Convertible Securities are issued in connection with
      any merger or consolidation in which the Company is the surviving corporation,
      the amount of consideration therefor will be deemed to be the fair market value
      of such portion of the net assets and business of the non-surviving corporation
      as is attributable to such Common Stock, Options or Convertible Securities,
      as
      the case may be. A majority of the independent members of the Company’s Board of
      Directors shall calculate reasonably and in good faith, using standard
      commercial valuation methods appropriate for valuing such assets, the fair
      market value of any consideration.

    


    (iii) Exceptions
      To Adjustment Of Exercise Price.
      Notwithstanding the foregoing, no adjustment to the Exercise Price shall be
      made
      pursuant to this Section
      7(e)
      upon the
      issuance of any Excluded Securities.

    


    (f) Notice
      Of Adjustments.
      Upon
      the occurrence of each adjustment or readjustment of the Exercise Price pursuant
      to this Section
      7
      resulting in a change in the Exercise Price by more than one percent (1%),
      or
      any change in the number or type of stock, securities and/or other property
      issuable upon exercise of this Warrant, the Company, at its expense, shall
      promptly compute such adjustment, readjustment or change and prepare and furnish
      to the Holder a certificate setting forth such adjustment, readjustment or
      change and showing in detail the facts upon which such adjustment, readjustment
      or change is based. The Company shall, upon the written request at any time
      of
      the Holder, furnish to the Holder a like certificate setting forth (i) such
      adjustment, readjustment or change, (ii) the Exercise Price at the time in
      effect and (iii) the number of shares of Common Stock and the amount, if any,
      of
      other securities or property which at the time would be received upon exercise
      of this Warrant.

     

    (g) Adjustments;
      Additional Shares, Securities or Assets.
      In the
      event that at any time, as a result of an adjustment made pursuant to this
      Section
      7,
      the
      Holder of this Warrant shall, upon exercise of this Warrant, become entitled
      to
      receive securities or assets (other than Common Stock) then, wherever
      appropriate, all references herein to shares of Common Stock shall be deemed
      to
      refer to and include such shares and/or other securities or assets; and
      thereafter the number of such shares and/or other securities or assets shall
      be
      subject to adjustment from time to time in a manner and upon terms as nearly
      equivalent as practicable to the provisions of this Section
      7.
      Any
      adjustment made herein that results in a decrease in the Exercise Price shall
      also effect a proportional increase in the number of shares of Common Stock
      into
      which this Warrant is exercisable so that the aggregate Exercise Price that
      the
      Holder must pay in order to exercise this Warrant in full shall remain unchanged
      immediately before and after such adjustment.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (h) True-Up.
      In the
      event that, at any time of determination, 

     

    (1) the
      sum
      of (i) the number of shares of Common Stock for which this Warrant and the
      Advisory Fee Warrant are then exercisable plus
      (ii) the
      number of shares into which the Convertible Note is then convertible
plus
      (iii)
      the
      number of shares of Common Stock issued prior to such time of determination
      under this Warrant, the Advisory Fee Warrant or the Convertible Note
is
      less than forty percent (40%) of 

     

    (2) the
      sum
      of (i) the number of shares of Common Stock outstanding as of the date hereof
      (as adjusted for stock splits, reserve stock splits and similar events)
plus
      (ii)
      the
      number of shares of Common Stock outstanding at such time of determination
      that
      were issued under the Options and Convertible Securities outstanding as of
      the
      date hereof plus
      (iii)
      the
      number of shares of Common Stock outstanding at such time of determination
      that
      were issued under any Options or Convertible Securities issued after the date
      hereof (to the extent such Options or Convertible Securities constitute
“Excluded Securities” under clause (ii) of the definition of “Excluded
      Securities” (as defined in the Loan Agreement)); then,

     

    the
      number of shares for which this Warrant may be exercised shall be increased
      by
      such shortfall. The adjustment contemplated by this Section
      7(h)
      may be
      made at any time or from time to time, and after each such adjustment, the
      Company shall comply with the notice requirements of Section
      7(f).

     

    8. MISCELLANEOUS.

     

    (a) Failure
      to Exercise Rights not Waiver.
      No
      failure or delay on the part of the Holder in the exercise of any power, right
      or privilege hereunder shall operate as a waiver thereof, nor shall any single
      or partial exercise of any such power, right or privilege preclude any other
      or
      further exercise thereof. All rights and remedies of the Holder hereunder are
      cumulative and not exclusive of any rights or remedies otherwise available.
      In
      the event that the Company breaches any of its obligations hereunder to issue
      Warrant Shares or pay any amounts as and when due, the Company shall bear all
      costs incurred by the Holder in collecting such amount, including without
      limitation reasonable legal fees and expenses. 

     

    (b) Notices.
      Any
      notice, demand or request required or permitted to be given by the Company
      or
      the Holder pursuant to the terms of this Warrant shall be in writing and shall
      be deemed delivered (i) when delivered personally, against written receipt
      therefor, or by verifiable facsimile transmission, unless such delivery is
      made
      on a day that is not a Business Day, in which case such delivery will be deemed
      to be made on the next succeeding Business Day, (ii) on the next Business Day
      after timely delivery to a nationally recognized overnight courier and (iii)
      on
      the Business Day actually received if deposited in the U.S. mail (certified
      or
      registered mail, return receipt requested, postage prepaid), addressed as
      follows:

    


    If
      to
      the Company:

    


    Manaris
      Corporation

    400
      boul.
      Montpellier

    Montreal,
      Quebec

    Canada
      H4N 2G7

    Attn:
      John Fraser, Chief Executive Officer

    Tel:
      (514) 904-6030

    Fax:
      (514) 744-2080

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    With
      a Copy to:

    


    Sichenzia
      Ross Friedman & Ference

    61
      Broadway

    32nd
      Floor

    New
      York,
      New York 10006

    Attn:
      Darren M. Ocasio, Esq.

    Tel: (212)
      930-9700

    Fax: (212)
      930-9725

    


    If
      to
      the Holder:

    


    Imperium
      Master Fund, Ltd.

    153
      East
      53rd Street

    29th
      Floor

    New
      York,
      New York 10022

    Attn: Maurice
      Hryshko, Esq.

    Tel:
       (212)
      433-1360

    Fax: (212)
      433-1361

    


    or
      as
      shall otherwise be designated by such party in writing to the other parties
      hereto in accordance this Section
      8(b).
      Written
      confirmation of receipt generated by the sender’s facsimile machine containing
      the time, date, recipient facsimile number and an image of the first page of
      such transmission shall be rebuttable evidence of receipt by facsimile in
      accordance with clause (i) above.

    


    (c)
       Amendments
      and Waivers.
      No
      (i)
      amendment to this Warrant or (ii) waiver of any agreement or other obligation
      of
      the Company under this Warrant may be made or given except pursuant to a written
      instrument executed by the Company and the Holder.
      No
      waiver of any provision of this Warrant applicable to the Holder may be made
      except
      pursuant to a written instrument executed by the Holder and the Company. Any
      waiver given pursuant hereto shall be effective only in the specific instance
      and for the specific purpose for which given.

     

    (d)
       Transfer
      of Warrant.
      The
      Holder may sell, transfer or otherwise dispose of all or any part of this
      Warrant (including without limitation pursuant to a pledge) to any Person as
      long as such sale, transfer or disposition is the subject of an effective
      registration statement under the Securities Act and applicable state securities
      laws, or is exempt from registration thereunder, and is otherwise made in
      accordance with the applicable provisions of the Loan Agreement. From and after
      the date of any such sale, transfer or disposition, the transferee hereof shall
      be deemed to be the holder of the portion of this Warrant acquired by such
      transferee, and the Company shall, as promptly as practicable (but in no event
      later than three business days from the date it receives notice thereof), issue
      and deliver to such transferee a new Warrant identical in all respects to this
      Warrant, in the name of such transferee. The Company shall be entitled to treat
      the original Holder as the holder of this entire Warrant unless and until it
      receives written notice of the sale, transfer or disposition
      hereof.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (e)
       Lost
      or Stolen Warrant.
      Upon
      receipt by the Company of evidence of the loss, theft, destruction or mutilation
      of this Warrant, and (in the case of loss, theft or destruction) of indemnity
      or
      security reasonably satisfactory to the Company, and upon surrender and
      cancellation of this Warrant, if mutilated, the Company shall execute and
      deliver to the Holder a new Warrant identical in all respects to this
      Warrant.

     

    (f)
       Governing
      Law.
      This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of New York applicable
      to contracts made and to be performed entirely within the State of New
      York.

     

    (g) Successors
      and Assigns.
      The
      terms and conditions of this Warrant shall inure to the benefit of and be
      binding upon the respective successors (whether by merger or otherwise) and
      permitted assigns of the Company and the Holder. The Company may not assign
      its
      rights or obligations under this Warrant except as specifically required or
      permitted pursuant to the terms hereof.

    


    [Signature
      Page to Follow]

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Company has duly executed and delivered this Warrant as
      of
      the Issue Date.

     

    
      	 	 	 
	 	MANARIS
              CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
              
                

              

              Name:

              Title:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A
      to WARRANT

    


    EXERCISE
      NOTICE

     

    The
      undersigned Holder hereby irrevocably exercises the right to
      purchase ___________
      of the
      shares of Common Stock (“Warrant
      Shares”)
      of
      MANARIS CORPORATION evidenced
      by the attached Warrant (the “Warrant”).
      Capitalized terms used herein and not otherwise defined shall have the
      respective meanings set forth in the Warrant.

    


    1. Form
      of
      Exercise Price. The Holder intends that payment of the Exercise Price shall
      be
      made as:

    


    ______
      a
Cash
      Exercise
      with
      respect to _________________ Warrant Shares; and/or 

    


    ______
      a
Cashless
      Exercise
      with
      respect to _________________ Warrant Shares.

    


    2. Payment
      of Exercise Price. In the event that the Holder has elected a Cash Exercise
      with
      respect to some or all of the Warrant Shares to be issued pursuant hereto,
      the
      Holder shall pay the sum of $________________ to the Company in accordance
      with
      the terms of the Warrant.

     

    Date:
      ______________________

     

    ___________________________________

    Name
      of
      Registered Holder

     

    By: 

    
      

    

    
      Name:

      Title:

    

     

    Holder
      Requests Delivery to be made:
      (check
      one)

     

    
      
        
          	o	
                  By
                    Delivery of Physical Certificates to the Above
                    Address

                


        

      

    

     

    
      
        
          	o	
                  Through
                    Depository Trust Corporation

                  (Account
                    _________________________)