CONFIDENTIAL AGREEMENT,
FINAL RELEASE
AND
INDEMNITY AGREEMENT
(the "AGREEMENT")
BETWEEN
MANARIS CORPORATION
("Employer")
and
STEPHANE SOLIS
("Employee, Director and Officer")
IN CONSIDERATION of the following
consideration:
1) The employee will remain sole owner of the 1
000 000 options (500
000 @
0.20USD,
500 000 @ 0.68USD)
granted to him
personally and fully
vested,
the said
options will be
submitted to any
decision by the
Employer, in
regard of
the re-pricing or exchange of the options of the Employer;
2) Payment of an amount
of Thirty Thousand Dollars Canadians (30,000.00CAD)
on the
date of the execution of the present agreement;
3) The issuance of Six
Hundred Thousand
(600,000) options at 0.00001USD to
buy Six
Hundred Thousand Shares of the Common Stock of Manaris at
0.0001USD,
issuable the date of the execution of the present agreement the
shares
underlying
the options will be
free trading, as
issued under the
Employer
Non-Qualified Stock Option Plan;
4) the continued use up until the end of the Present year of the Jaguar
corporate
vehicle currently used by the Employee;
5) An amount of Four
Hundred Thousand Dollars Canadians (400,000CAD) will be
deposed in
trust with Hovington Pellerin, Simard general partnership,
to
proceed
with the payment of all the GST/PST, Tax or Deduction at the
Source
that could be
personally
claim from the
Directors of Canadian
Security
Agency (2004) Inc., once paid the Hold Harmless will be
effective,
the Employer will do
everything in his power to bring the said
accounts
in good standing before January 31st 2006;
<PAGE>
6) The Employee
agree to stay in
functions until the last day of
September
2005,
and will devote his time to the finalization of the Employer's
10KSB, the
Employee remuneration
will remain the same
until the last day
of work,
September 30, 2005, the Employee will have access to the
Employer's
office until the last day of work;
7) The Employee will
remain owner of the Laptop presently in his possession;
receipt of which I hereby acknowledge, I, Stephane Solis, on behalf of
myself,
my heirs, my successors and assigns
(hereinafter collectively referred to as the
"Employee") hereby release and forever
discharge the Employer together with all
of its respective officers, employees, servants, agents, its successors and
assigns, and subsidiary (hereinafter
collectively referred to as the "Employer")
jointly and severally from any actions,
causes of action,
suits, debts, dues,
accounts, bonds contracts, covenants, whether express or implied, claims,
(including all statutory claims,
benefits or severance)
and demands whatsoever,
including but without limitation, under the Act respecting Labour Standards
(R.S.Q. C.N-1.1),
