TECHNOLOGY LICENSE AGREEMENT

TECHNOLOGY LICENSE AGREEMENT made as of December 1, 2006.


BETWEEN: C-CHIP TECHNOLOGIES CORPORATION (NORTH AMERICA) INC., a
corporation incorporated under the laws of Canada, having
its head office at 400 Montpellier Boulevard, Ville
St-Laurent, Quebec, H4N 2G7, herein acting and represented
by its duly authorized representative as he so declares;

(hereinafter referred to as "C-Chip")

AND: IMETRIK SOLUTIONS INC., a corporation incorporated under the
laws of Canada, having its head office at 740 , Notre-Dame
East, Suite 1320, Montreal, Quebec, H3C 3X6, herein acting
and represented by its duly authorized representative as he
so declares;

(hereinafter referred to as "Licensee")


WHEREAS C-Chip is in the business of marketing and selling technological devices
and products developed by it using the AMPS, REFLEX or Pager based (analogue)
standard of communication under the trade-marks "Shadow 100", "Credit Chip 1"
and "Credit Chip 100" (the "C-Chip Products") allowing credit providers to
locate and track down a vehicle equipped with such a device in case of payment
default (the "C-Chip Business").

WHEREAS C-Chip has developed a certain expertise and know-how related to the
manufacture, marketing and sale of the C-Chip Products within the Market (as
defined below) and the sale of GSM (digital) based products within the Market
(as defined below).

WHEREAS Licensee is in the business of developing and marketing of wireless
solutions, using technological devices and GSM (digital) based product (which
includes the DACP08), including offering credit providers the ability to
remotely locate vehicles with immobilization capabilities, by using a worldwide
GSM/SMS network for wireless communications and internet web applications
("Licensee's Technology").

WHEREAS Manaris Corporation (formerly known as C-Chip Technologies Corporation)
("Manaris") and Licensee entered into a master agreement on technological and
business development on May 27, 2005 (the "2005 Agreement") providing inter alia
for (i) the provision of certain services by Licensee to Manaris in connection
with the C-Chip Business, including the improvement of the manufacturing
processes relating to the C-Chip Products and the development of improvements to
such products to allow for the manufacturing thereof on a larger scale and (ii)
the provision of certain credit facilities to Manaris in the event that it was
unable to pay the service fees due to Licensee under the 2005 Agreement (the
"Loan").

WHEREAS C-Chip, a wholly-owned subsidiary of Manaris, was formed in order to
carry on the C-Chip Business.

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WHEREAS there is currently outstanding an amount of US$1,143,321.03 pursuant to
the terms of the Loan (the "Outstanding Loan Amount").

WHEREAS Licensee wishes to be in a position to fully service and respond to the
needs of the clients operating within the Market (as defined below), regardless
of the technology used by each individual client, whether based on the
Technology (as defined below) or Licensee's Technology.

WHEREAS C-Chip is the owner of or has the right to license and sublicense
certain intellectual property in relation to the C-Chip Products.

WHEREAS C-Chip wishes to grant, and Licensee desires to acquire, an exclusive
license under C-Chip's Intellectual Property (as defined below), subject to the
terms and conditions set forth hereinafter.

NOW THEREFORE, in consideration of the mutual promises set forth hereinafter,
the parties agree as follows:

1. INTERPRETATION

1.1 Definitions

In this Agreement, unless something in the subject matter or
context is inconsistent therewith:

1.1.1 "2005 Agreement" has the meaning set forth in the
preamble.

1.1.2 "Affiliate" has the meaning attributed thereto in the
Canada Business Corporations Act.

1.1.3 "Agreement" means this agreement entitled "Technology
License Agreement", all schedules hereto and all
instruments supplemental hereto or in amendment or in
confirmation hereof.

1.1.4 "C-Chip Business" has the meaning set forth in the
preamble.

1.1.5 "C-Chip Products" has the meaning set forth in the
preamble.

1.1.6 "C-Chip's Intellectual Property" means the
Trade-Marks, the Processes, the Technology, the
Know-how and any other Intellectual Property owned by
or licensed to C-Chip in relation to the C-Chip
Products, as of the date of this Agreement.

1.1.7 "Confidential Information" has the meaning set forth
in Section 8.1.

1.1.8 "Dealer" means retail or wholesale vendors of
vehicles in the Market.

1.1.9 "Date of Disposition" has the meaning set forth in
Section 3.3.

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1.1.10 "Hardware" means telecommunications and related
devices that form part of the C-Chip Products and
that are used to communicate with, locate and/or
disable a vehicle in which a C-Chip Product is
installed.

1.1.11 "Intellectual Property" means all worldwide
intellectual and industrial rights and includes
rights to (i) inventions and patents for inventions,
including all divisional, continuing, substitute,
renewal, re-issue and all other applications and/or
letters patent therefor, (ii) copyrights, (iii)
designs and industrial designs, (iv) trade-marks, and
any word, symbol, icon, logo or other indicia of
origin adopted or used in connection with any product
or service, (v) know-how, trade secrets and
confidential information, and (vi) other proprietary
rights, whether registered or not.

1.1.12 "Know-how" means that certain knowledge and
information that C-Chip has developed through the
C-Chip Business regarding the manufacture, marketing
and Sale of the C-Chip Products in the Market.

1.1.13 "Loan" has the meaning set forth in the preamble.

1.1.14 "Market" means the sub-prime used vehicle market
otherwise commonly referred to as the "buy here pay
here" (BHPH) market.

1.1.15 "Market Products" means the C-Chip Products and any
and all products that use the Licensee's Technology
that include the "locate and disable" functions,
which products in each case are sold by the Licensee
in the Market;

1.1.16 "Minimum Monthly Sales Quota" means the obligation of
Licensee to Sell a minimum amount of 1,500 units of
the Market Products in any given month during the
term of this Agreement.

1.1.17 "November Period" has the meaning set forth in
Section 3.1.1.

1.1.18 "Outstanding Loan Amount" has the meaning set forth
in the preamble.

1.1.19 "Processes" means any processes developed by C-Chip
related to and/or used to develop and/or manufacture
the C-Chip Products and/or Sell the C-Chip Products
in the Market.

1.1.20 "Project Manager" has the meaning set forth in
Section 11.1.

1.1.21 "Repayment Date" has the meaning set forth in Section
3.4.

1.1.22 "Reseller Agreements" means such agreements entered
into between C-Chip and a reseller for the Sale of
the C-Chip Products, which agreements are listed in
Schedule 1.1.22.

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1.1.23 "Royalty" has the meaning set forth in Section 3.1.

1.1.24 "Sale", "Sell" (and other derivatives) means to
market, promote, distribute, sell, rent, lease,
license, sublicense or engage in any other form of
distribution of the C-Chip Products or other Market
Products, as the case may be, to an end user,
distributor, Dealer, reseller (including through the
Reseller Agreements) or any other person or entity,
either directly or indirectly through a chain of
distribution (including a financial institution) or
otherwise.

1.1.25 "Software" means any software code, including
sub-routines, developed by C-Chip and embedded in the
C-Chip Products, as well as any software code
developed by C-Chip relating to the internet web
applications used in connection with the C-Chip
Products.

1.1.26 "Technology" means vehicle-tracking technology that
consists of both Hardware and Software developed by
C-Chip using AMPS, REFLEX or Pager based network
systems technology, that interfaces with internet web
applications used in order to communicate with,
locate and/or disable remote vehicles.

1.1.27 "Territory" means worldwide.

1.1.28 "Trade-Marks" means the trade-mark(s) used in
connection with the C-Chip Products owned by or
licensed to C-Chip listed in Schedule 1.1.28, as
amended from time to time.

1.2 Headings

The division of this Agreement into Articles and Sections and
the insertion of headings are for convenience of reference
only and shall not affect the construction or interpretation
of this Agreement. The terms "this Agreement", "hereof",
"hereunder" and similar expressions refer to this Agreement
and not to any particular Article, Section or other portion
hereof and include any amendment hereto. Unless something in
the subject matter or context is inconsistent therewith,
references herein to Articles or Sections are to Articles or
Sections of this Agreement.

1.3 Extended Meanings

In this Agreement, words importing the singular number only
shall include the plural and vice versa, words importing the
masculine gender shall include the feminine and neuter genders
and vice versa and words importing persons shall include
individuals, partnerships, limited liability companies,
associations, trusts, unincorporated organizations and
corporations.

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1.4 Statutory References

In this Agreement, unless something in the subject matter or
context is inconsistent therewith or unless otherwise herein
provided, a reference to any statute is to that statute as now
enacted or as the same may from time to time be amended,
re-enacted or replaced and includes any regulations made
thereunder.

1.5 Accounting Principles

Wherever in this Agreement reference is made to a calculation
to be made in accordance with generally accepted accounting
principles ("GAAP"), such reference shall be deemed to be to
the generally accepted accounting principles in Canada from
time to time approved by the Canadian Institute of Chartered
Accountants, or any successor institute, applicable as at the
date on which such calculation is made or required to be made
in accordance with generally accepted accounting principles
and applied in a manner consistent with prior periods of the
Seller.

1.6 Currency

All references to currency herein are to lawful money of
United States of America.

1.7 Schedules

The following are the Schedules to this Agreement:

Schedule 1.1.22 - Reseller Agreements; and

Schedule 1.1.28 - Trade-Marks.

2. GRANTS AND COVENANTS

2.1 License Grant

2.1.1 Subject to the terms, conditions and restrictions of
this Agreement, C-Chip hereby grants to Licensee an
exclusive license under C-Chip's Intellectual
Property to manufacture and Sell the C-Chip Products
in the Market within the Territory.

2.1.2 Notwithstanding anything to the contrary in this
Agreement, the license granted herein to Licensee
includes the right:

2.1.2.1 to modify, copy or enhance the Technology
and Processes for use within the scope of
the license set forth in Section 2.1.1;

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2.1.2.2 to grant sublicenses under Section 2.1.1
(subject to terms and conditions
substantially similar to those set forth in
this Section 2 and subject to the Royalty
payment obligations set forth in Section 3)
to Affiliates of Licensee to manufacture and
Sell the C-Chip Products in the Market
within the Territory;

2.1.2.3 to have C-Chip Products manufactured or
assembled by third parties and/or developed
by or with third parties solely for the
benefit of Licensee for the manufacture, use
or Sale by Licensee or its Affiliates; and

2.1.2.4 to Sell the C-Chip Products together with or
simultaneously with the sale of the other
Market Products (including Licensee's
Technology based products) in order to fully
service and meet the requirements of clients
operating within the Market.

2.1.3 For greater certainty, nothing herein shall prevent
C-Chip from using, copying, enhancing or modifying
C-Chip's Intellectual Property:

2.1.3.1 for its internal use; or

2.1.3.2 in the context of research and development
activities unrelated to the Market on its
own behalf or on behalf of a third party.

2.2 Trade-Marks License

2.2.1 Subject to the terms, conditions and restrictions of
this Agreement, and in conjunction with the license
granted pursuant to the terms of Section 2.1, C-Chip
hereby grants to Licensee an exclusive license,
within the Territory, to use the Trade-Marks only in
association with the C-Chip Products.

2.2.2 Licensee shall comply with C-Chip's standard
trade-mark guidelines as to the form and manner in
which the Trade-Marks may be used pursuant hereto. In
particular, Licensee shall not change, amend or
otherwise modify the Trade-Marks. Moreover, Licensee
shall identify the Trade-Marks, when used as
trade-marks, with a notation that the mark is a
registered/unregistered trade-mark of C-Chip and/or
its licensors, as the case may be. Upon request,
Licensee shall submit for approval by C-Chip, acting
reasonably, samples of any packaging, documentation,
advertising, brochures and other material on which
the Trade-Marks appear or which is intended to be
used in relation to C-Chip Products being
manufactured, used or Sold by Licensee.

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2.2.3 Licensee acknowledges that C-Chip and/or its
licensors are the exclusive owners of the Trade-Marks
and all goodwill associated therewith, that all use
of the Trade-Marks by it enures to the benefit of
C-Chip and/or its licensors, and that it shall not
dispute or contest the validity, ownership or
enforceability of the Trade-Marks nor attempt to
dilute the value of the goodwill attached thereto.

2.2.4 To the extent required to protect C-Chip's and/or its
licensors' rights in the Trade-Marks, during the term
of the Agreement, Licensee shall give C-Chip's
representatives reasonable access to Licensee's
facilities, at C-Chip's expense, at reasonable times
during business hours, subject to C-Chip giving
Licensee at least five (5) Business Days prior
notice, for the purpose of quality control in
relation to C-Chip Products branded with the
Trade-Marks, as the case may be.

2.2.5 Licensee may Sell the C-Chip Products on a "white
label" basis, without use of the Trade-Marks, it
being understood that any decision by Licensee to
cease using the Trade-Marks in connection with the
C-Chip Products shall not in any way affect or
release it from its Royalty payment obligations under
Section 3 hereof.

2.3 Exclusivity

In order to assure Licensee of the exclusive rights under
C-Chip's Intellectual Property to manufacture and Sell the
C-Chip Products in accordance with the terms of this
Agreement, and except as provided otherwise in this Agreement,
C-Chip shall not:

2.3.1 itself use C-Chip's Intellectual Property to develop,
produce, market, distribute or Sell the C-Chip
Products or similar products in the Market; or

2.3.2 grant to a third party any rights or licenses to use,
copy, enhance or modify any of C-Chip's Intellectual
Property to develop, produce, market, distribute or
Sell the C-Chip Products in the Market.

2.4 No Contestation

2.4.1 Licensee hereby acknowledges that C-Chip and/or its
licensors remain owners of C-Chip's Intellectual
Property and the goodwill attached to it and
undertakes not to contest C-Chip's Intellectual
Property nor the rights of C-Chip or its licensors
therein at any time during or after expiration or
termination of this Agreement.

2.4.2 Licensee agrees not to use C-Chip's Intellectual
Property except in accordance with this Agreement.

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3. COMPENSATION

3.1 Royalty

In consideration of the licenses granted to Licensee by C-Chip
pursuant to Sections 2.1 and 2.2 and the resulting ability of
Licensee to fully service and meet the needs of clients
operating within the Market, Licensee shall pay to C-Chip a
royalty (the "Royalty"), which shall be payable as follows:

3.1.1 an amount of $20.00 per Market Product Sold by
Licensee for the period of November 1, 2006 to
November 30, 2006 (the "November Period") in the
amount of $22,860.00 which amount will be set off
against the amount otherwise due under the Loan for
the November Period in the amount of $33,645.12, it
being understood that the difference between such
amounts in the amount of $10,785.12 will be paid by
C-Chip to Licensee on or before January 15, 2007;

3.1.2 a lump sum reduction of the principal and interest
owing on the Outstanding Loan Amount as of the date
hereof in the amount of $200,000;

3.1.3 subject to the provisions of Section 3.2, an amount
of $20.00 per Market Product Sold by Licensee as of
the date hereof, which shall be payable by means of a
periodic reduction of the principal and interest
owing on the Outstanding Loan Amount, to be applied
against the Outstanding Loan Amount on the first day
of the month following the end of the month in which
the Sale occurred.

3.2 Failure to meet Minimum Monthly Sales Quota

In the event that Licensee fails to Sell a sufficient number
of Market Products in any given month during the term of this
Agreement in order to meet the Minimum Monthly Sales Quota for
such month, the parties hereby agree that the Royalty payable
pursuant to the terms of Section 3.1.3 for such month shall be
the aggregate amount of $30,000 regardless of the number of
units of M