EXIBIT
      10.60

    


    Form
      of
      Working Capital Note dated September 24, 2007

     

    
      
        
        

      

      
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    Exhibit
      D

     

    MANARIS
      CORPORATION

    


    FORM
      OF

    


    SENIOR
      SECURED WORKING CAPITAL NOTE

     

    
      	Issue Date: ___________,
              200__	
              $_____________

            


    

     

    FOR
      VALUE RECEIVED, MANARIS
      CORPORATION, a
      Nevada
      corporation (the
      “Company”),
      hereby promises to pay to the order of IMPERIUM MASTER FUND, LTD. or its
      permitted successors or assigns (the “Holder”)
      the
      principal amount of ________________________ Dollars ($___________), together
      with accrued and unpaid interest thereon, on or before [____________] (the
      “Maturity
      Date”).

    


    The
      Company has issued this Senior
      Secured Working Capital Note (this “Note”)
      pursuant
      to a Securities Purchase and Loan Agreement, dated as of September 24, 2007
      (the
“Loan
      Agreement”).
      The
Senior
      Secured Working Capital Notes
      issued
      by the Company pursuant to the Loan Agreement, including this Note, are
      collectively referred to herein as the “Notes”.
      

    


    The
      Company’s obligations under the Notes, including, without limitation, its
      obligation to make payments of interest thereon, are guaranteed by the Company’s
      subsidiaries and secured by the assets and properties of the Company and its
      subsidiaries. The following terms shall apply to this Note:

    


    1. DEFINITIONS.

    


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

    


    “Acceleration
      Notice,”
      “Acceleration
      Notice Date”
and
      “Acceleration
      Payment Date”
have
      the respective meanings set forth in Section
      3(a)
      of this
      Note.

    


    “Change
      of Control”
means
      the existence, occurrence or public announcement of, or entering into an
      agreement contemplating, any of the following: (a) the sale, conveyance or
      disposition of more than twenty-five percent (25%) of the assets of the Company,
      (b) the effectuation of a transaction or series of transactions in which more
      than fifty percent (50%) of the voting power of the Company is transferred
      or
      otherwise disposed of; (c) the effectuation of a transaction or series of
      transactions in which any of the voting power of any Company Subsidiary is
      transferred or otherwise disposed to a Person other than the Company or another
      Company Subsidiary; (d) the consolidation, merger or other business combination
      of the Company with or into any other entity, immediately following which the
      prior stockholders of the Company fail to own, directly or indirectly, at least
      seventy-five percent (75%) of the surviving entity; (e) the consolidation,
      merger or other business combination of any Company Subsidiary with or into
      any
      other entity other than the Company or another Company Subsidiary; (f) a
      transaction or series of transactions in which any Person or group acquires
      more
      than fifty percent (50%) of the voting equity of the Company; (g) a transaction
      or series of transactions in which any Person or group (other than the Company
      or a Company Subsidiary) acquires any of the voting equity of a Company
      Subsidiary; and (h) the Continuing Directors do not at any time constitute
      at
      least a majority of the Board of Directors.

    


    
      
        
        

      

      
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    “Continuing
      Director”
means,
      at any date, a member of the Company’s Board of Directors (i) who was a member
      of such board on the Issue Date or (ii) who was nominated or elected by at
      least
      a majority of the directors who were Continuing Directors at the time of such
      nomination or election or whose election to the Company’s Board of Directors was
      recommended or endorsed by at least a majority of the directors who were
      Continuing Directors at the time of such nomination or election or such lesser
      number comprising a majority of a nominating committee if authority for such
      nominations or elections has been delegated to a nominating committee whose
      authority and composition have been approved by at least a majority of the
      directors who were Continuing Directors at the time such committee was
      formed.

    


    “Default
      Interest Rate”
means
      the lower of eighteen (18%) and the maximum rate permitted by applicable law
      or
      by the applicable rules or regulations of any governmental agency or of any
      stock exchange or other self-regulatory organization having jurisdiction over
      the Company or the trading of its securities.

    


    “Event
      of Default”
means
      the occurrence of any of the following events: 

     

    (i) a
      Liquidation Event occurs or is publicly announced;

     

    (ii) the
      Company fails to make any payment of principal on this Note in full as and
      when
      such payment is due, or the Company fails to make any payment of interest on
      this Note in full as and when such payment is due, provided that the Company
      shall not have been able to cure such non-payment within four (4) Business
      Days
      after such due date; 

     

    (iii)
       other
      than a breach described in clause
      (ii)
      above,
      the Company or any Company Subsidiary breaches or provides notice of its intent
      to breach any material term or condition of this Note or any other Transaction
      Document, provided that such breach is not cured within seven (7) Business
      Days
      following written notice thereof from the Holder;

     

    (iv) any
      representation or warranty made by the Company or any Company Subsidiary in
      this
      Note or any other Transaction Document was inaccurate or misleading in any
      material respect as of the date such representation or warranty was made;
      or

     

    
      
        
        

      

      
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    (v) a
      default
      occurs or is declared and is not cured within the applicable grace period (if
      any) with respect to any instrument that evidences Debt of the Company or any
      Company Subsidiary, the effect of which default is to cause, or permit the
      holder or holders of such indebtedness to cause, such indebtedness to become
      due
      prior to its stated maturity solely to the extent that the principal amount
      of
      any such indebtedness exceeds, individually or in the aggregate,
      $1,000,000.

     

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

    


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

    


    “Liquidation
      Event”
means
      where (i) the Company or any Company Subsidiary shall make a general assignment
      for the benefit of creditors or consent to the appointment of a receiver,
      liquidator, custodian, or similar official of all or substantially all of its
      properties, or any such official is placed in control of such properties, or
      the
      Company or any Company Subsidiary shall commence any action or proceeding or
      take advantage of or file under any federal or state insolvency statute,
      including, without limitation, the United States Bankruptcy Code, seeking to
      have an order for relief entered with respect to it or seeking adjudication
      as a
      bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
      liquidation, dissolution, administration, a voluntary arrangement, or other
      relief with respect to it or its debts; or (ii) there shall be commenced against
      the Company or any Company Subsidiary any action or proceeding of the nature
      referred to in clause
      (i)
      above or
      seeking issuance of a warrant of attachment, execution, distraint, or similar
      process against all or any substantial part of its property, which results
      in
      the entry of an order for relief which remains undismissed, undischarged or
      unbonded for a period of sixty (60) days; or (iii) there is initiated the
      dissolution or other winding up of the Company or
      any
      material Company Subsidiary,
      whether
      voluntary or involuntary and whether or not involving insolvency or bankruptcy
      proceedings; or (iv) there is initiated any assignment for the benefit of
      creditors or any marshalling of the material assets or material liabilities
      of
      the Company
      or any
      Company Subsidiary.

    


    “Make-whole
      Amount”
means
      the Make-whole Per Diem Amount multiplied
      by
      the
      number of days between and including (i) the Acceleration Notice Date or
      Prepayment Date, as the case may be, and (ii) the Maturity Date.

    


    “Make-whole
      Per Diem Amount”
means
      the amount equal to (i) the product of (x) the outstanding principal amount
      of
      this Note and (y) the Make-whole Rate divided
      by
      (ii)
      360.

    


    “Make-whole
      Rate”
means
      the interest rate equal to the difference between [INSERT
      INTEREST RATE OF THIS NOTE]%
      and
      the then current yield rate of 1-year treasury bills on the date of
      determination.

    


    “Maturity
      Date”
has
      the
      meaning set forth in the preamble to this Note.

    


    
      
        
        

      

      
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    “Scheduled
      Interest Payment Date”
means
      [INSERT
      FIRST CALENDAR MONTH FOLLOWING ISSUE DATE]
      1,
      200__ and the first Business Day of each calendar month thereafter until the
      date on which the entire principal amount of this Note is paid in full, whether
      on the Maturity Date or otherwise. 

    


    (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 Note 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 Note as a whole and not to any
      particular provision of this Note.

    


    2. INTEREST;
      PAYMENT.
      

    


    (a) Interest
      Payments.
      This
      Note shall bear interest on the unpaid principal amount hereof (“Interest”)
      at an
      annual rate equal to [_____] percent ([ ]%), computed on the basis of a 360-day
      year and calculated using the actual number of days elapsed since and including
      the Issue Date or the date on which Interest was most recently paid, as the
      case
      may be, and if not timely paid as provided herein, compounded monthly.
The
      Company shall pay accrued Interest (including default interest (if any)) in
      arrears (i) on each Scheduled Interest Payment Date and (ii) on any
      date
      on which the entire or any portion of the principal amount of this Note is
      paid.
      

    


    (b) Maturity.
      The
      outstanding principal amount of this Note plus all accrued and unpaid Interest
      (including default interest (if any)) hereon, plus all other amounts due
      hereunder, shall be paid in full on the Maturity Date. 

     

    (c) Payment
      in Cash.
      All
      payments on this Note shall be paid in
      cash
      by wire transfer of immediately available funds. 

     

    (d) Default
      Interest.
      Any
      amount of principal, Interest or any other amount that is not paid as and when
      due in accordance with this Note shall bear interest until paid at the Default
      Interest Rate, compounded monthly.

     

    3. EVENT
      OF DEFAULT; ACCELERATION.

     

    In
      the
      event that an Event of Default or a Change of Control occurs, the Holder shall
      have the right, upon written notice to the Company (an “Acceleration
      Notice”),
      to
      (i) accelerate the payment of (x) all unpaid principal amount of this Note,
      plus
      (y) all
      accrued and unpaid Interest (including default interest (if any)) hereon,
plus
      (z) all
      other amounts due hereunder, and (ii) cause the Company to pay all of the
      amounts described in the preceding clause
      (i) plus
      the
      applicable Make-whole Amount in same day funds on the Acceleration Payment
      Date
      (as defined below). The Acceleration Notice shall specify the date on which
      the
      amounts described in the preceding sentence shall be paid (the “Acceleration
      Payment Date”),
      which
      date must be at least four (4) Business Days following the Business Day on
      which
      the Acceleration Notice is delivered to the Company (the “Acceleration
      Notice Date”).

     

    
      
        
        

      

      
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    4. PREPAYMENT
      BY THE COMPANY.

     

    The
      Company may prepay all (but not less than all) of this Note prior to the
      Maturity Date by giving written notice thereof to the Holder, which notice
      shall
      (i) specify the date on which the Company intends to prepay this Note (the
      “Prepayment
      Date”),
      and
      (ii) be
      delivered to the Holder not less than three (3) Business Days prior to the
      Prepayment Date. Any such written notice delivered by the Company shall be
      irrevocable. On the Prepayment Date, the Company shall pay to the Holder the
      sum
      of (w) all unpaid principal amount of this Note, plus
      (x) all
      accrued and unpaid Interest (including default interest (if any)) hereon,
plus
      (y) all
      other amounts due hereunder, plus
      (z) the
      applicable Make-whole Amount in same day funds. 

     

    5. MISCELLANEOUS.

     

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

    


    (b) Governing
      Law.
      This
      Note 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.

     

    (c) Notices.
      Any
      notice, demand or request required or permitted to be given by the Company
      or
      the Holder pursuant to the terms of this Note 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

    


    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

    


    
      
        
        

      

      
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    and
      if to
      the Holder, to such address for the Holder as shall be specified appear on
      the
      signature page of the Note Purchase Agreement executed by the Holder, or as
      shall be designated by the Holder in writing to the Company in accordance this
      Section
      5(c).

    


    (d)
       Amendments.
      No (i)
      amendment to this Note or (ii) waiver of any agreement or other obligation
      of
      the Company under this Note may be made or given except pursuant to a written
      instrument executed by the Company and by the holders of a majority of the
      aggregate principal of the Notes then outstanding, it being understood that
      upon
      the satisfaction of the preceding condition, this and each other Note (including
      any Note held by a holder thereof that did not execute the instrument specified
      in the preceding clause) shall be deemed to incorporate any amendment,
      modification, change or waiver effected thereby as of the effective date
      thereof. Any waiver or consent shall be effective only in the specific instance
      and for the specific purpose for which given.

     

    (e) 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 does not pay any amount under this Note when such
      amount becomes due, the Company shall bear all costs incurred by the Holder
      in
      collecting such amount, including without limitation reasonable legal fees
      and
      expenses. 

     

    (f)
       Transfer
      of Note.
      The
      Holder may sell, transfer or otherwise dispose of all or any part of this Note
      (including without limitation pursuant to a pledge) to any person or entity
      as
      long as such sale, transfer or disposition is 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 a Note in the principal amount acquired by such transferee, and the
      Company shall, as promptly as practicable and at the Company’s cost and expense,
      issue and deliver to such transferee a new Note identical in all respects to
      this Note, in the name of such transferee. The Company shall be entitled to
      treat the original Holder as the holder of this entire Note unless and until
      it
      receives written notice of the sale, transfer or disposition
      hereof.

     

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

     

    (h) Usury.
      This
      Note
      is subject to the express condition that at no time shall the Company be
      obligated or required to pay interest hereunder at a rate which could subject
      the Holder to either civil or criminal liability as a result of being in excess
      of the maximum interest rate which the Company is permitted by applicable law
      to
      contract or agree to pay.  If by the terms of this Note, the Company is at
      any time required or obligated to pay interest hereunder at a rate in excess
      of
      such maximum rate, the rate of interest under this Note shall be deemed to
      be
      immediately reduced to such maximum rate and the interest payable shall be
      computed at such maximum rate and all prior interest payments in excess of
      such
      maximum rate shall be applied and shall be deemed to have been payments in
      reduction of the principal balance of this Note.  

    


    
      
        
        

      

      
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    (i) Taxes.
      Any and
      all payments of any kind whatsoever by the Company under or in connection with
      this Note or any other Transaction Document shall be made free and clear of
      and
      without deduction for any and all present or future taxes, levies, imposts,
      deductions, charges or withholdings, and all liabilities of any kind whatsoever
      with respect thereto, excluding taxes imposed on the net income of the Holder
      (all such nonexcluded taxes, levies, imposts, deductions, charges withholdings
      and liabilities, collectively or individually, the “Taxes”).
      If
      the Company shall be required to deduct any Taxes from or in respect of any
      sum
      payable under or in connection with any of this Note or any other Transaction
      Document to the Holder, (i) the sum payable shall be increased by the amount
      necessary so that after making all required deductions (including deductions
      applicable to additional sums payable under or in connection with this
Section
      5(i))
      the
      Holder shall receive an amount equal to the sum it would have received had
      no
      such deductions been made, (ii) the Company shall make such deductions and
      (iii)
      the Company shall pay the full amount deducted to and file any required tax
      and
      information return with the relevant Governmental Authority in accordance with
      applicable law.

    


    [Signature
      Page to Follow]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Company has caused this Note to be signed in its name
      by
      its duly authorized officer on the date first above written.

     

    MANARIS
      CORPORATION

     

     

    By:  

    
      

    

    Name:

    Title: