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EXHIBIT 99.4
(NEVADA MANHATTAN MINING LETTERHEAD)
August 28, 1998
TiNVl, Inc.
701 Ocean Avenue, Suite 108
Santa Monica, CA 90402
Gentlemen:
As an inducement to TiNV1, Inc. ("TiNV1") to enter into the Subscription
Agreement dated as of August 28, 1998 ("Subscription Agreement"), whereby TiNV1
has agreed to subscribe initially for Five Million, Five Hundred Thousand
(5,500,000) shares of common stock ("Subscription Shares") of Nevada Manhattan
Mining, Inc. (the "Company") for Five Hundred Thousand Dollars ($500,000.00) in
capital, we hereby agree to the following:
1. We acknowledge and agree that a material consideration for TiNV1's execution
and delivery of the Subscription Agreement is the issuance to TiNV1 of options
to acquire 70,000,000 shares of common stock pursuant to the terms and
conditions of the Stock Option Agreement that is attached as an exhibit to the
Subscription Agreement. We further acknowledge and agree that the Stock Option
Agreement is subject to the approval of the Company's shareholders
("Shareholders' Approval") to: (a) amend this Corporation's certificate of
incorporation to increase the Company's number of authorized shares to
250,000,000, and (b) approve the Stock Option Agreement. We further acknowledge
that if the Company is unable to obtain the Shareholders' Approval, then you may
elect to rescind the Subscription Agreement or enforce the remedy described in
paragraph 2 below.
2. If the Company is unable to obtain the Shareholders' Approval within 150 days
of the date of this letter, then upon your election and your termination of your
rescission rights as provided above, both of which shall occur within 30 days of
such 150 days, the undersigneds hereby agree, without any further consideration,
to: (a) assign and transfer to TiNV1 all our respective right, title, and
interest, in and to all securities, including, but not limited to common shares
of the Company, that we directly or indirectly own ("Shares"), excluding options
to acquire the Company's securities, and (b) cancel and waive any further rights
that we have pursuant to any options to acquire the Company's securities.
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3. We represent and warrant to you that until the later of: (a) the Shareholder
Approval, or (b) our transfer of Shares to you pursuant to paragraph 2, in the
event you elect such remedy as provided above, that all of our Shares shall
remain free and clear of any lien or encumbrance, and shall not be transferred
or assigned in any manner.
4. The undersigned acknowledges and agrees that: (a) the potential transfer of
our Shares to TiNV1 and cancellation of our stock options are intended to
provide voting and other intangible benefits to TiNV1 in addition to the
economic benefit of owning the Shares if the Shareholders' Approval does not
occur, and (b) a breach of the undersigned's obligations hereunder would result
in irreparable harm to TiNV1, which would not be adequately compensated solely
by an award of money damages. The undersigned therefore agrees that TiNV1 shall
be entitled to injunctive relief to enforce specific performance of our
obligations under this agreement, and we expressly consent and agree to the
granting of such injunctive relief, and further waive any requirement for TiNV1
to post any bond or other security in connection with obtaining such injunctive
relief.
5. This Agreement shall be governed by and construed in accordance with the laws
of the State of California. If any provision of this Agreement is found by a
court of competent jurisdiction to be invalid, illegal, or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not be
affected thereby.
6. If any party to this Agreement shall commence any suit or action to interpret
or enforce this Agreement, the prevailing party in such action shall recover
such party's costs and expenses incurred in connection therewith, including
attorneys' fees.
7. This Agreement shall inure to the benefit of and be binding upon all of the
parties hereto and their respective, executors, administrators, successors and
assigns.
Sincerely,
/s/ Christopher D. Michaels
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Christopher D. Michaels
/s/ Jeffrey S. Kramer
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Jeffrey S. Kramer
ACKNOWLEDGED AND AGREED:
DATED: As of August 28, 1998 TiNV1, INC.
/s/ Tetsuo Kitagawa
By:___________________________
Tetsuo Kitagawa,
President and Secretary