September 29, 2005

J G Fraser & Associates Inc.
104 Elm Avenue
Toronto, Ontario  M4W 1P2

Attention John Fraser

Dear Sirs:

Manaris  Corporation is pleased to engage J G Fraser & Associates  Inc. upon the
following terms and conditions:

1.        SERVICES:

          You will provide the  services of John Fraser to act as President  and
          Chief Executive Officer of Manaris Corporation ("Manaris"). Throughout
          the engagement you will report to the Board of Directors of Manaris.

2.        COMMENCEMENT DATE:

          This engagement will commence on September 16, 2005.

3.        FEES:

          Your fee for services  rendered will be $18,000.00  per month plus GST
          payable upon receipt of your monthly invoice.

4.        EXPENSES:

          During the term of your assignment,  Manaris will reimburse you for 1)
          all reasonable  business  expenses incurred in the performance of this
          engagement;  2) the cost of  maintaining  an apartment in Montreal for
          John  Fraser;  3) the cost of a weekly  trip to and  from  Toronto  to
          enable John Fraser to visit his family;  and 4) the cost of  enrolling
          John Fraser in the ICD directors' course beginning in February 2006.

5.        OPTIONS:

          Upon execution of this  agreement,  Manaris will grant to John Fraser,
          500,000  options  to  purchase  shares of Manaris at a price of $0.38.
          These  options are issued  pursuant to  Manaris'  Non-Qualified  Stock
          Option Plan 2004, a copy of which has been  provided to you. The first
          250,000  options  will  vest   immediately   upon  execution  of  this
          agreement. The final 250,000.00 options will vest immediately upon the
          termination of this engagement with Manaris, howsoever caused.




6.        TERMINATION OF ENGAGEMENT:

          (1) The engagement will be for a minimum of 3 months,  and will end as
          soon as a permanent  President  and Chief  Executive  Officer has been
          hired.

          (2) Notwithstanding subparagraph 6(1) above:

          (a)       You may terminate  this agreement at any time upon providing
                    4 weeks' written notice; and

          (b)       Manaris may terminate  this  engagement at any time for just
                    cause;

          Please signify your acceptance of these terms by signing the bottom of
          this letter and returning it to us.

Les parties aux presentes  reconnaissent  qu'elles ont exige que ce contrat soit
redige en anglais et s'en declarent satisfaites.

Yours very truly,

/s/ Robert G. Clarke

MR. ROBERT G. CLARKE
CHAIRMAN

I accept this engagement with Manaris Corporation on the terms set forth in this
letter.

Dated this 5th day of October, 2005.

/s/ John G. Fraser

J. G. FRASER & ASSOCIATES INC.