EXIBIT
      10.50

    


    Form
      of Registration Rights Agreement dated September 24, 2007

     

    
      
        
        

      

      
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    Execution
      Copy 

    


    REGISTRATION
      RIGHTS AGREEMENT

    


    THIS
      REGISTRATION RIGHTS AGREEMENT, dated as of September 24, 2007, is by and between
      MANARIS CORPORATION, a Nevada corporation (the “Company”),
      and
      IMPERIUM MASTER FUND, LTD., a Cayman Islands company (“Imperium”).

    


    Imperium
      is the holder of a Warrant, dated as of August 22, 2007 (the “Advisory
      Fee Warrant”),
      exercisable for five percent of the outstanding shares of the Company’s Common
      Stock, par value $0.00001 per share (the “Common
      Stock”).

    


    The
      Company has agreed, on the terms and subject to the conditions set forth in
      the
      Securities Purchase and Loan Agreement, dated as of the date hereof (the
“Loan
      Agreement”),
      to
      issue and sell to Imperium (A) a 6% Original Issue Discount Senior Secured
      Convertible Note in the form attached to the Loan Agreement (the “Convertible
      Note”),
      and
      (B) a Warrant in the form attached to the Loan Agreement (such Warrant, together
      with the Advisory Fee Warrant, the “Warrants”).

     

    In
      order
      to induce Imperium to enter into the Loan Agreement, the Company has agreed
      to
      provide certain registration rights with respect to the resale of the shares
      of
      Common Stock (A) into which the Convertible Note is convertible (the
“Conversion
      Shares”)
      and
      (B) for which the Warrants are exercisable (the “Warrant
      Shares”).
      

    


    In
      consideration of Imperium entering into the Loan Agreement, and other good
      and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties agree as follows:

    


    1. DEFINITIONS.

    


    (a) For
      purposes of this Agreement, the following terms shall have the meanings
      specified:

     

    “Closing
      Date”
has
      the
      meaning set forth in the Loan Agreement.

     

    “Common
      Stock”
has
      the
      meaning set forth in the recitals
      to this
      Agreement.

    


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

    


    “Conversion
      Shares”
has
      the
      meaning set forth in the recitals
      to this
      Agreement.

    


    “Convertible
      Note”
has
      the
      meaning set forth in the recitals
      to this
      Agreement.

    


    “Effective
      Date”
means
      the date on which the Registration Statement is declared effective by the
      Commission.

     

    
      
        
        

      

      
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    “Filing
      Deadline”
means
      October 22, 2007.

    


    “Holder”
means
      any Person owning or having the right to acquire any Registrable
      Securities.

    


    “Loan
      Agreement”
has
      the
      meaning set forth in the recitals
      to this
      Agreement.

    


    “Registrable
      Securities”
means
      the Conversion Shares, the Warrant Shares and any other shares of Common Stock
      (or other securities) issued or issuable pursuant to the terms of the
      Convertible Notes or the Warrants, and any shares of capital stock issued or
      issuable from time to time (with any adjustments) in replacement of, in exchange
      for or otherwise in respect of the Conversion Shares and the Warrant Shares
      and
      any other shares listed on Schedule 5.12 of the Loan Agreement.

    


    “Registration
      Deadline”
means
      January 14, 2008.

    


    “Registration
      Default Payment Amount”
means
      the sum of (i) the greater of (x) 1.5% of the Purchase Price and (y) the product
      of the then current Market Price multiplied by the aggregate number of
      Registrable Securities issued or issuable pursuant to the terms of the
      Convertible Notes and the Warrants (other than the Advisory Fee Warrant) plus
      (ii) the product of the current Market Price multiplied by the aggregate number
      of Registrable Securities issued or issuable pursuant to the terms of the
      Advisory Fee Warrant.

    


    “Registration
      Period”
has
      the
      meaning set forth in Section
      2(d)
      of this
      Agreement.

    


    “Registration
      Statement”
means
      a
      registration statement or statements prepared in compliance with the Securities
      Act and pursuant to Rule 415 under the Securities Act (“Rule
      415”)
      or any
      successor rule providing for the offering of securities on a continuous or
      delayed basis.

    


    “Rule
      415 Amount”
has
      the
      meaning specified in Section 2(b) of this Agreement.

    


    “Subsequent
      Registration Statement”
has
      the
      meaning specified in Section 2(b) of this Agreement.

    


    “Warrants”
has
      the
      meaning set forth in the recitals
      to this
      Agreement.

    


    “Warrant
      Shares”
has
      the
      meaning set forth in the recitals
      to this
      Agreement.

    


    (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 Agreement 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. REGISTRATION.

    


    (a) Filing
      of Registration Statement.
      On or
      before the Filing Deadline, the Company shall prepare and file with the
      Commission a Registration Statement on Form SB-2 as a “shelf” registration
      statement under Rule 415 covering the resale of a number of shares of
      Registrable Securities equal to two hundred percent (200%) of the number of
      shares of Common Stock issuable upon conversion in full of the Notes and
      exercise in full of the Warrants (such number to be determined without regard
      to
      any restriction on such conversion or exercise). Such Registration Statement
      shall state, to the extent permitted by Rule 416 under the Securities Act,
      that
      it also covers such indeterminate number of additional shares of Common Stock
      as
      may become issuable upon the conversion of the Notes and exercise of the
      Warrants in order to prevent dilution resulting from stock splits, stock
      dividends or similar events.

    


    (b) Rule
      415 Amount.
      The
      amount of Registrable Securities required to be included in the Registration
      Statement shall be limited to not less than 100% of the maximum amount
      (“Rule
      415 Amount”)
      of
      Common Stock which may be included in a single Registration Statement without
      exceeding registration limitations imposed by the Commission pursuant to Rule
      415 of the Securities Act. In the event that less than all of the Registrable
      Securities are included in the Registration Statement as a result of the
      limitation described in this Section
      2(b),
      then
      the Company will file additional Registration Statements each registering the
      Rule 415 Amount (each such Registration Statement, a “Subsequent
      Registration Statement”),
      until
      all of the Registrable Securities have been registered. The Filing Date and
      Effective Date of each such Subsequent Registration Statement shall be,
      respectively, five (5) and sixty (60) days after the earlier of (i) the first
      day such Subsequent Registration Statement may be filed without objection by
      the
      Commission based on Rule 415 of the Securities Act and (ii) one hundred twenty
      (120) days from the date on which the most recent Registration Statement filed
      pursuant to this Section 2 was declared effective by the
      Commission.

    


    (c) S-3
      Registration Statement.
      Notwithstanding the foregoing Section
      2(a),
      in the
      event that the Company files a Registration Statement on Form SB-2, and
      thereafter meets the eligibility requirements to use Form S-3 for the resale
      of
      Registrable Securities by the Holders, the Company shall re-file such
      Registration Statement, or file a new Registration Statement on Form S-3
      covering the greater of (i) the number of shares then registered on the existing
      Registration Statement(s) (and not previously sold pursuant to an existing
      Registration Statement or pursuant to Rule 144) and (ii) the number of shares
      required to be registered pursuant to the terms of this Agreement, as promptly
      as practicable (but in no event later than thirty (30) days) after the Company
      meets such requirements.

     

    (d) Effectiveness.
      The
      Company shall use its best efforts to cause the Registration Statement to become
      effective as soon as practicable following the filing thereof, but in no event
      later than the Registration Deadline. The Company shall respond promptly to
      any
      and all comments made by the staff of the Commission with respect to a
      Registration Statement, and shall submit to the Commission, within five (5)
      Business Days after the Company learns that no review of such Registration
      Statement will be made by the staff of the Commission or that the staff of
      the
      Commission has no further comments on such Registration Statement, as the case
      may be, a request for acceleration of the effectiveness of such Registration
      Statement to a time and date not later than five (5) Business Days after the
      submission of such request. The Company will maintain the effectiveness of
      each
      Registration Statement filed pursuant to this Agreement until the earlier to
      occur of (i) the date on which all of the Registrable Securities eligible for
      resale thereunder have been publicly sold pursuant to the Registration Statement
      or Rule 144, and (ii) the date on which all of the Registrable Securities
      remaining to be sold under such Registration Statement (in the reasonable
      opinion of counsel to the Company) may be immediately sold to the public under
      Rule 144(k) under the Securities Act or any successor provision (the period
      beginning on the Registration Deadline and ending on the earliest to occur
      of
clause
      (i)
      or
(ii)
      above
      being referred to herein as the “Registration
      Period”)
      or
      until such later date as the Company shall determine.

     

    
      
        
        

      

      
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    (e) Registration
      Default.
      If (i)
      the Registration Statement is not filed on or before the Filing Deadline or
      declared effective by the Commission on or before the Registration Deadline,
      (ii) after a Registration Statement has been declared effective by the
      Commission, sales of Registrable Securities (other than such Registrable
      Securities as are then freely saleable pursuant to Rule 144(k)) cannot be made
      by a Holder under a Registration Statement for any reason not within the
      exclusive control of such Holder or (iii) an amendment or supplement to a
      Registration Statement, or a new registration statement, required to be filed
      pursuant to the terms of Section
      3(i),
      is not
      filed on or before the date required thereby (each of the foregoing clauses
      (i),
      (ii)
      and
(iii)
      being
      referred to herein as a “Registration
      Default”),
      the
      Company shall pay each Holder an amount of cash equal to such Holder’s
pro
      rata
      share
      (based on the number of Registrable Securities then held by or issuable to
      such
      Holder) of the Registration Default Payment and, for each 30 day period
      thereafter that such Registration Default remains uncured, an additional cash
      payment equal the Registration Default Payment Amount (pro
      rated
      for any
      period of less than 30 days). The first payment required to be made by the
      Company under this Section
      2(e)
      shall be
      made within five (5) Business Days following the date on which a Registration
      Default first occurs and subsequent payments shall be made on the earlier of
      (A)
      the last day of each 30 day period in which such Registration Default is
      continuing and (B) the date on which such Registration Default is cured (or,
      if
      any such day is not a Business Day, on the Business Day immediately following
      such day). Notwithstanding the foregoing, the total amount of liquidated damages
      payable by the Company pursuant to this Section
      2(e) shall
      be
      capped at an aggregate amount of nine percent (9%) of the Purchase Price. Any
      such payment shall be in addition to any other remedies available to each Holder
      at law or in equity, whether pursuant to the terms hereof or
      otherwise.

    


    (f) Allocation
      of Registered Shares.
      The
      initial number of Conversion Shares and Warrant Shares included in any
      Registration Statement and each increase in the number thereof included therein
      shall be allocated pro
      rata
      among
      the Holders (based on the number of Registrable Securities then held by or
      issuable to each Holder) at the time the Registration Statement covering such
      initial number of Registrable Securities or increase thereof is declared
      effective by the Commission. In the event that a Holder sells or otherwise
      transfers any of such Holder’s Registrable Securities, each transferee shall be
      allocated the portion of the then remaining number of Registrable Securities
      included in such Registration Statement and allocable to such
      Holder.

    


    (g) Registration
      of Other Securities.
      During
      the period beginning on the date hereof and ending on the Effective Date, the
      Company shall refrain from filing any registration statement (other than (i)
      a
      Registration Statement filed hereunder or that otherwise includes the
      Registrable Securities or (ii) a registration statement on Form S-8 with respect
      to stock option plans and agreements and stock plans currently in effect and
      disclosed in the Securities Purchase Agreement or the schedules thereto). In
      no
      event shall the Company include any securities other than Registrable Securities
      on any Registration Statement filed by the Company on behalf of the Holders
      pursuant to the terms hereof.

     

    
      
        
        

      

      
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    3. ADDITIONAL
      COVENANTS OF THE COMPANY.

    


    In
      addition to performing its obligations hereunder, including, without limitation,
      those pursuant to Section
      2
      above,
      the Company shall, with respect to each Registration Statement:

    


    (a) prepare
      and file with the Commission such amendments and supplements to such
      Registration Statement and the prospectus used in connection with such
      Registration Statement as may be necessary to comply with the provisions of
      the
      Securities Act or to maintain the effectiveness of such Registration Statement
      during the Registration Period, or as may be reasonably requested by a Holder
      in
      order to incorporate information concerning such Holder or such Holder’s
      intended method of distribution; 

    


    (b) as
      soon
      as practicable following the Closing, take all steps necessary and otherwise
      use
      its best efforts to secure the listing on the Principal Market of the
      Registrable Securities, and at any Holder’s request, provide such Holder with
      reasonable evidence thereof;

    


    (c) so
      long
      as a Registration Statement is effective covering the resale of the applicable
      Registrable Securities owned by a Holder, furnish to each Holder such number
      of
      copies of the prospectus included in such Registration Statement, including
      a
      preliminary prospectus, in conformity with the requirements of the Securities
      Act, and such other documents as such Holder may reasonably request in order
      to
      facilitate the disposition of such Holder’s Registrable Securities;

    


    (d) use
      commercially reasonable efforts to register or qualify the Registrable
      Securities under the securities or “blue sky” laws of such jurisdictions within
      the United States as shall be reasonably requested from time to time by a
      Holder, and do any and all other acts or things which may reasonably be
      necessary or advisable to enable such Holder to consummate the public sale
      or
      other disposition of the Registrable Securities in such jurisdictions;
provided
      that the
      Company shall not be required in connection therewith or as a condition thereto
      to qualify to do business or to file a general consent to service of process
      in
      any such jurisdiction;

    


    (e) notify
      each Holder immediately after becoming aware of the occurrence of any event
      (but
      shall not, without the prior written consent of such Holder, disclose to such
      Holder any facts or circumstances constituting material non-public information)
      as a result of which the prospectus included in such Registration Statement,
      as
      then in effect, contains an untrue statement of material fact or omits to state
      a material fact required to be stated therein or necessary to make the
      statements therein, in light of the circumstances under which they were made,
      not misleading, and as promptly as practicable prepare and file with the
      Commission and furnish to each Holder a reasonable number of copies of a
      supplement or an amendment to such prospectus as may be necessary so that such
      prospectus does not contain an untrue statement of material fact or omit to
      state a material fact required to be stated therein or necessary to make the
      statements therein not misleading in light of the circumstances then existing;
      

     

    
      
        
        

      

      
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    (f) use
      commercially reasonable efforts to prevent the issuance of any stop order or
      other order suspending the effectiveness of such Registration Statement and,
      if
      such an order is issued, to use commercially reasonable efforts to obtain the
      withdrawal thereof at the earliest possible time and to notify each Holder
      in
      writing of the issuance of such order and the resolution thereof;

    


    (g) furnish
      to each Holder, on the date that such Registration Statement, or any successor
      registration statement, becomes effective, a letter, dated such date, signed
      by
      outside counsel to the Company and addressed to such Holder, confirming such
      effectiveness and, to the knowledge of such counsel, the absence of any stop
      order;

    


    (h) permit
      counsel for each Holder to review such Registration Statement and all amendments
      and supplements thereto, and any comments made by the staff of the Commission
      and the Company’s responses thereto, within three Business Days prior to the
      filing thereof with the Commission (or, in the case of comments made by the
      staff of the Commission, within a reasonable period of time following the
      receipt thereof by the Company); and

    


    (i) in
      the
      event that, at any time, the number of shares available under the Registration
      Statement is insufficient to cover one hundred and twenty-five percent (125%)
      of
      the Registrable Securities issued or issuable to the Holders under the
      Convertible Notes and the Warrants (such number to be determined using the
      Conversion Price or Exercise Price, as applicable, in effect at such time and
      without regard to any restriction on the ability of any Holder to convert such
      Holder’s Convertible Note or exercise such Holder’s Warrant) the Company shall,
      subject to Section
      2(b),
      promptly amend such Registration Statement or file a new registration statement,
      in any event as soon as practicable, but not later than the tenth
      (10th)
      day
      following notice from a Holder of the occurrence of such event, so that such
      Registration Statement or such new registration statement, or both, covers
      no
      less than two hundred percent (200%) of the Registrable Securities issued or
      issuable to the Holders under the Convertible Notes and the Warrants (such
      number to be determined using the Conversion Price or Exercise Price, as
      applicable, in effect at the time of such amendment or filing and without regard
      to any restriction on the ability of any Holder to convert such Holder’s
      Convertible Note or exercise such Holder’s Warrant). The Company shall use its
      best efforts to cause such amendment and/or new Registration Statement to become
      effective as soon as practicable following the filing thereof. Any Registration
      Statement filed pursuant to this Section
      3(i)
      shall
      state that, to the extent permitted by Rule 416 under the Securities Act, such
      Registration Statement also covers such indeterminate number of additional
      shares of Common Stock as may become issuable under the Convertible Notes and
      the Warrants in order to prevent dilution resulting from stock splits, stock
      dividends or similar events. Unless and until such amendment or new Registration
      Statement becomes effective, each Holder shall have the rights described in
      Section
      2(d)
      of this
      Agreement. 

    


    4. OBLIGATIONS
      OF EACH HOLDER.

    


    In
      connection with the registration of Registrable Securities pursuant to a
      Registration Statement, each Holder shall: 

    


    (a) within
      three (3) Business Days after receipt of written request from the Company,
      furnish to the Company in writing such information regarding itself and the
      intended method of disposition of such Registrable Securities as the Company
      shall reasonably request in order to effect the registration thereof;


     

    
      
        
        

      

      
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    (b) upon
      receipt of any notice from the Company of the happening of any event of the
      kind
      described in Sections
      3(e) or
      3(f)
      of
      this
      Agreement, immediately discontinue any sale or other disposition of such
      Registrable Securities pursuant to such Registration Statement until the filing
      of an amendment or supplement as described in such Section
      3(e) or
      withdrawal of the stop order referred to in such Section
      3(f),
      and use
      commercially reasonable efforts to maintain the confidentiality of such notice
      and its contents; 

    


    (c) to
      the
      extent required by applicable law, deliver a prospectus to the purchaser of
      such
      Registrable Securities; 

    


    (d) promptly
      notify the Company when it has sold all of the Registrable Securities
      beneficially owned by it; and

    


    (e) notify
      the Company in the event that any information supplied by such Holder in writing
      for inclusion in such Registration Statement or related prospectus contains
      an
      untrue statement of material fact or omits to state a material fact required
      to
      be stated therein or necessary to make such information not misleading in light
      of the circumstances then existing;

     

    (f) immediately
      discontinue any sale or other disposition of such Registrable Securities
      pursuant to such Registration Statement until the filing of an amendment or
      supplement to such prospectus as may be necessary so that such prospectus does
      not contain an untrue statement of material fact or omit to state a material
      fact required to be stated therein or necessary to make the statements therein
      not misleading in light of the circumstances then existing; and

     

    (g) as
      and
      when requested by the Company, promptly complete and return to the Company
      a
      customary “Selling Shareholder Questionnaire”.

     

    5. INDEMNIFICATION.

    


    In
      the
      event that any Registrable Securities are included in a Registration Statement
      under this Agreement:

    


    (a) the
      Company shall indemnify and hold harmless each Holder, the officers, directors,
      employees, agents and representatives of such Holder, and each person, if any,
      who controls such Holder within the meaning of the Securities Act or the
      Exchange Act, against any losses, claims, damages, liabilities or reasonable
      out-of-pocket expenses (whether joint or several) (collectively, including
      reasonable legal expenses or other expenses reasonably incurred in connection
      with investigating or defending same, “Losses”),
      insofar as any such Losses arise out of or are based upon (i) any untrue
      statement or alleged untrue statement of a material fact contained in such
      Registration Statement under which such Registrable Securities were registered,
      including any preliminary prospectus or final prospectus contained therein
      or
      any amendments or supplements thereto, or (ii) the omission or alleged omission
      to state therein a material fact required to be stated therein, or necessary
      to
      make the statements therein, in light of the circumstances under which they
      were
      made, not misleading. Subject to the provisions of Section
      5(c)
      of this
      Agreement, the Company will reimburse such Holder, and each such officer,
      director, employee, agent, representative or controlling person, for any
      reasonable legal expenses or other out-of-pocket expenses (promptly as such
      expenses are incurred) by any such entity or person in connection with
      investigating or defending any Loss; provided,
      however,
      that
      the foregoing indemnity shall not apply to amounts paid in settlement of any
      Loss if such settlement is effected without the consent of the Company (which
      consent shall not be unreasonably withheld), nor shall the Company be obligated
      to indemnify any person for any Loss to the extent that such Loss arises out
      of
      or is based upon (i) any omission to state a material fact required to be stated
      therein or necessary to make statements therein not misleading that conforms
      in
      all material respects to written information furnished by such person expressly
      for use in such Registration Statement or (ii) a failure of such person to
      deliver or cause to be delivered the final prospectus contained in the
      Registration Statement and made available by the Company, if such delivery
      is
      required by applicable law.

     

    
      
        
        

      

      
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    (b) each
      Holder who is named in such Registration Statement as a selling shareholder,
      acting severally and not jointly, shall indemnify and hold harmless the Company,
      the officers, directors, employees, agents and representatives of the Company,
      and each person, if any, who controls the Company within the meaning of the
      Securities Act or the Exchange Act, against any Losses insofar as any such
      Losses arise out of or are based upon any untrue statement or alleged untrue
      statement of a material fact stated therein or any omission to state a material
      fact required to be stated therein or necessary to make statements therein
      not
      misleading that conforms in all material respects to written information
      furnished by such person expressly for use in such Registration Statement.
      Subject to the provisions of Section
      5(c)
      of this
      Agreement, such Holder will reimburse any reasonable legal or other expenses
      (promptly as such expenses are incurred) by the Company and any such officer,
      director, employee, agent, representative, or controlling person, in connection
      with investigating or defending any such Loss; provided,
      however,
      that
      the foregoing indemnity shall not apply to amounts paid in settlement of any
      such Loss if such settlement is effected without the consent of such Holder
      (which consent shall not be unreasonably withheld); and provided,
      further,
      that,
      in no event shall any indemnity under this Section
      5(b)
      exceed
      the amount of the net proceeds resulting from the sale of Registrable Securities
      by such Holder under such Registration Statement.

    


    (c) Promptly
      after receipt by an indemnified party under this Section
      5
      of
      notice of the commencement of any action or proceeding (including any
      governmental action or proceeding), such indemnified party will, if a claim
      in
      respect thereof is to be made against any indemnifying party under this
Section 5,
      promptly deliver to the indemnifying party a written notice of the commencement
      thereof and the indemnifying party shall have the right to participate in and
      to
      assume the defense thereof with counsel selected by the indemnifying party
      and
      reasonably acceptable to the indemnified party; provided,
      however,
      that an
      indemnified party shall have the right to retain its own counsel, with the
      reasonably incurred fees and expenses of such counsel to be paid by the
      indemnifying party, if representation of such indemnified party by the counsel
      retained by the indemnifying party would be inappropriate under applicable
      standards of professional conduct due to actual or potential conflicting
      interests between such indemnified party and any other party represented by
      such
      counsel in such action or proceeding. The failure by an indemnified party to
      notify the indemnifying party within a reasonable time following the
      commencement of any action or proceeding of which the indemnified party is
      aware, to the extent materially prejudicial to such indemnifying party’s ability
      to defend such action, shall relieve such indemnifying party of any liability
      to
      the indemnified party under this Section
      5
      with
      respect to such action or proceeding, but the omission so to deliver written
      notice to the indemnifying party will not relieve it of any liability that
      it
      may have to any indemnified party otherwise than under this Section
      5
      or with
      respect to any other action or proceeding.

     

    
      
        
        

      

      
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    (d) In
      the
      event that the indemnity provided in Sections
      5(a) or
      5(b)
      is
      unavailable or insufficient to hold harmless an indemnified party for any
      reason, the Company and each Holder agree, severally and not jointly, to
      contribute to the aggregate Losses to which the Company or such Holder (or
      its
      respective officers, directors, employees, agents, representatives or
      controlling persons), may be subject in such proportion as is appropriate to
      reflect the relative fault of the Company and such Holder in connection with
      the
      statements or omissions which resulted in such Losses; provided,
      however,
      that in
      no case shall such Holder be responsible for any amount in excess of the net
      proceeds resulting from the sale of Registrable Securities under the
      Registration Statement. Relative fault shall be determined by reference to
      whether any alleged untrue statement or omission relates to information provided
      by the Company or by such Holder. The Company and each Holder agree that it
      would not be just and equitable if contribution were determined by pro
      rata
      allocation or any other method of allocation which does not take account of
      the
      equitable considerations referred to above. Notwithstanding the provisions
      of
      this Section
      5(d),
      no
      person guilty of fraudulent misrepresentation (within the meaning of Section
      11(f) of the Securities Act) shall be entitled to contribution from any person
      who is not guilty of such fraudulent misrepresentation. For purposes of this
      Section
      5,
      each
      person who controls a Holder within the meaning of either the Securities Act
      or
      the Exchange Act and each officer, director, employee, agent or representative
      of such Holder shall have the same rights to contribution as such Holder, and
      each person who controls the Company within the meaning of either the Securities
      Act or the Exchange Act and each officer, director, employee, agent or
      representative of the Company shall have the same rights to contribution as
      the
      Company, subject in each case to the applicable terms and conditions of this
      Section
      5(d).

    


    (e) The
      obligations of the Company and each Holder under this Section 5
      shall
      survive the conversion of the Convertible Notes and exercise of the Warrants
      in
      full, the completion of any offering or sale of Registrable Securities pursuant
      to a Registration Statement under this Agreement, or otherwise.

    


    6. REPORTS.

    


    With
      a
      view to making available to each Holder the benefits of Rule 144 and any other
      similar rule or regulation of the Commission that may at any time permit such
      Holder to sell securities of the Company to the public without registration,
      the
      Company agrees to:

    


    (a) make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144;

    


    (b) file
      with
      the Commission in a timely manner all reports and other documents required
      of
      the Company under the Exchange Act; and

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    (c) furnish
      to such Holder, so long as such Holder owns any Registrable Securities, promptly
      upon written request (i) a written statement by the Company, if true, that
      it
      has complied with the reporting requirements of Rule 144 and the Exchange Act,
      (ii) to the extent not publicly available through the Commission’s EDGAR
      database, a copy of the most recent annual or quarterly report of the Company
      and such other reports and documents so filed by the Company with the
      Commission, and (iii) such other information as may be reasonably requested
      by
      such Holder in connection with such Holder’s compliance with any rule or
      regulation of the Commission which permits the selling of any such securities
      without registration.

    


    7.  MISCELLANEOUS.

    


    (a) Expenses
      of Registration.
      Except
      as otherwise provided in the Loan Agreement, all reasonable expenses, other
      than
      underwriting discounts and commissions and fees and expenses of counsel and
      other advisors to each Holder, incurred in connection with the registrations,
      filings or qualifications described herein, including (without limitation)
      all
      registration, filing and qualification fees, printers’ and accounting fees, the
      fees and disbursements of counsel for the Company, and the fees and
      disbursements incurred in connection with the letter described in Section
      3(g)
      of this
      Agreement, shall be borne by the Company.

     

    (b) Amendment;
      Waiver.
      Except
      as
      expressly provided herein, neither this Agreement nor any term hereof may be
      amended or waived except pursuant to a written instrument executed by the
      Company and the Holders of at least two-thirds (2/3) of the Registrable
      Securities then held by or issuable to all Holders (without regard to any
      restriction on the ability of a Holder to convert such Holder’s Convertible Note
      or exercise such Holder’s Warrant).
      Any
      waiver or consent shall be effective only in the specific instance and for
      the
      specific purpose for which given.

    


    (c) Notices.
      Any
      notice, demand or request required or permitted to be given by the Company
      or a
      Holder pursuant to the terms of this Agreement shall be in writing and shall
      be
      deemed delivered (i) when delivered personally 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 an
      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

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    With
      a copy (which
      shall not constitute notice) to:

    


    Sichenzia
      Ross Friedman Ference LLP

    61
      Broadway, 32nd
      Floor

    New
      York,
      New York 10006

    Attn: Darrin
      Ocasio, Esq.

    Tel: 212-930-9700

    Fax: 212-930-9725

    


    and
      if to
      a Holder, to such address for the Holder as provided by such Holder under the
      Loan Agreement, or as shall be designated by the Holder in writing to the other
      parties hereto in accordance with this Section
      7(c).

    


    (d) Assignment.
      Upon
      the transfer of any Convertible Note, Warrant or Registrable Securities by
      a
      Holder, the rights of such Holder hereunder with respect to such securities
      so
      transferred shall be assigned automatically to the transferee thereof, and
      such
      transferee shall thereupon be deemed to be a “Holder” for purposes of this
      Agreement, as long as: (i) the Company is, within a reasonable period of time
      following such transfer, furnished with written notice of the name and address
      of such transferee, (ii) the transferee agrees in writing with the Company
      to be
      bound by all of the provisions hereof, and (iii) such transfer is made in
      accordance with the applicable law and the requirements of the Loan Agreement,
      the Convertible Notes or the Warrants, as applicable.

     

    (e) Counterparts.
      This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original, and all of which together shall be deemed one and the same instrument.
      This Agreement, once executed by a party, may be delivered to any other party
      hereto by facsimile transmission.

     

    (f) Governing
      Law.
      This
      Agreement 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) Holder
      of Record.
      A
      person is deemed to be a Holder whenever such person owns or is deemed to own
      of
      record such Registrable Securities. If the Company receives conflicting
      instructions, notices or elections from two or more persons with respect to
      the
      same Registrable Securities, the Company shall act upon the basis of
      instructions, notice or election received from the record owner of such
      Registrable Securities.

    


    (h)
      Entire
      Agreement.
      This
      Agreement and the other Transaction Documents constitute the entire agreement
      among the parties hereto with respect to the subject matter hereof and thereof,
      superseding all prior agreements and understandings, whether written or oral,
      between or among the parties hereto.
      This
      Agreement supersedes and replaces the provisions of Section 7 of the Advisory
      Fee Warrant.

     

    (i)
      Headings.
      The
      headings in this Agreement are for convenience only and are not to be considered
      in construing or interpreting this Agreement.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    (j)Third
      Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns, and is not for the benefit of, nor may any
      provision hereof be enforced by, any other person.

     

    [Signature
      Page to Follow]

    


    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the undersigned have executed this Registration Rights
      Agreement as of the date first-above written.

    
       

      MANARIS
        CORPORATION

    

     

     

    By:   

    
      

    

    Name:

    Title:

     

    IMPERIUM
      MASTER FUND, LTD.

    


    


    By:   

    
      
        

      

    

    Maurice
      Hryshko, Esq.

    General
      Counsel