Exhibit 10.(xlix)


                        SETTLEMENT AND RELEASE AGREEMENT

This Settlement  Agreement is made as of May 25, 1999 ("Effective  Date") by and
between Nevada Manhattan  Group,  Inc., a Nevada  Corporation  doing business in
California  (the  "Company")  and  Jeffrey  Kramer,  an  individual  residing in
California  ("Kramer").  The Company has  requested the  resignation  of Kramer.
Kramer will provide his immediate resignation,  both as an Officer and Director,
as of the Effective Date, under the following terms and conditions:

1. The Company will pay in full,  $26,500.00 currently owed,  outstanding and in
arrears to Kramer  pursuant to the terms and  conditions of Kramer's  Employment
Agreement originally dated January 1, 1995, as amended. Payments will be made in
three installments,  on or before June 10, 1999 ($8,834),  on or before June 30,
1999 ($8,833) and on or before July 31, 1999 ($8,833);

2. The  Company  will pay in fill,  on or  before  June 28,  1999,  current  and
outstanding  amounts to Kramer  totaling  (a)  $200.00 for an  outstanding  aged
expense  report,  and (b)  $1650.00  for finds  advanced by Kramer to pay health
insurance for the period beginning April 1999;

3. The Company will issue,  on or before the  Effective  Date, a new  Promissory
Note to Kramer in the amount of  $141,604.00.  Said Note will be due and payable
on or before six (6) months after the Effective  Date with interest  accruing at
8%.  Should  the  Company  receive  any  payment(s)  from  the  "Marlowe  Harvey
Settlement" related to the Company's Manhattan,  Nevada Mining Property, related
legal fees will be paid  first,  and then 50% of any  payments  received  by the
Company will be first  applied to the reduction of the Kramer Note until paid in
fill (current related legal fees are approximately $10,000).  Payments to Kramer
under this Note will be made to Kramer or his  designee  at  Kramer's  election.
Should the Company elect, it may prepay the Note in full within thirty (30) days
of the Effective Date, without interest,  by the delivery of negotiable finds in
the amount of $110,000.00. Kramer will, without any compensation and without any
liability,  follow up on the Harvey settlement on behalf of the Company.  Kramer
will keep the CFO of the Company  informed of the status of the  settlement  and
will not make any  commitments,  representations  or warranties on behalf of the
Company;

4. In  consideration  of prior  finds  provided  to the  Company by Kramer,  the
Company  will issue,  on or before the  Effective  Date,  700,000  shares of the
restricted Common Stock of the Company to Kramer or his designee(s). Said shares
will be applied  toward  the  reduction  in the price paid by Kramer,  $1.00 per
share in October 1998, to  approximately  $0.45.  Kramer  acknowledges  that the
Company had  obligations to issue common stock in excess of the  representations
made by he and Christopher Michaels in the subscription agreement between TiNVI,
Inc., dated on or around August 28, 1998.  Kramer further  acknowledges,  to the
best of his  knowledge,  that there are no further  obligations  to issue common
stock  that   existed  at  August  28,  1998  other  than  those  due  Joe  Rude
(approximately  2.82  million),  Brazil  employees  (approximately  600,000) and



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Nathan Neff/related parties (approximately  800,000) which would cause to exceed
the 5,380,000  amount  described in paragraph  (g), page 6 of said  subscription
agreement.  Kramer  does  not have  knowledge,  and  assumes  no  liability  for
transactions which Christopher Michaels may have entered into;

5. The Company  will issue,  on or before the  Effective  Date,  a letter,  with
copies  addressed to both,  Kramer,  and U. S. Stock  Transfer,  declaring  that
Kramer is no longer an  officer,  director or afliate of the  Company.  Language
will also be included,  declaring  that Kramer had provided funds to the Company
between  June  1997 and  August  1998,  for  which  the  585,000  shares  issued
previously,  and the  700,000  shares to be issued,  were  delivered  to Kramer.
Further,  language  will be  included  re-confirming  the  Board  Of  Directors'
resolution that any tax liability incurred by Kramer or the Company, as a result
of  funds  provided  by  Kramer  to the  Company  through  the  sale of stock or
otherwise, will be the sole responsibility of the Company;

6. Should the Company  agree and comply fully with all the  payments,  terms and
conditions  contained  herein,  Kramer  will  waive all rights  pursuant  to his
aforementioned  Employment  Contract and, on his own behalf and on behalf of his
heirs, legal  representatives  successors and assigns,  hereby fully and forever
releases the Company and its  officers,  directors,  employees,  administrators,
affiliates, divisions, subsidiaries,  predecessors, successors and assigns from,
and agrees not to sue concerning,  any claim, demand,  right, duty,  obligation,
liability,  cause or cause of action  relating  to any  matters or things of any
kind,  nature or description  whatsoever,  whether  presently  known or unknown,
suspected or  unsuspected,  that Kramer may possess  arising from any omissions,
acts or facts that have  occurred up until and  including  today.  Further,  the
forgoing  release  shall not apply to, and Kramer  reserves the right to assert,
any  act or  omission  by the  Company,  which  constitutes,  or is  alleged  to
constitute  gross  negligence,  willful  misconduct,  or bad faith.  Kramer also
hereby agrees to provide ongoing consulting services to the Company, at the rate
of $750.00 per day under mutually  acceptable  terms. The forgoing release shall
not apply to, and Kramer reserves the right to assert any act or omission by the
Company which constitutes gross negligence, willful misconduct, or bad faith;

7. The  Company,  on its own  behalf and on behalf of its  officers,  directors,
employees,  administrators,  affiliates, divisions, subsidiaries,  predecessors,
successors and assigns (as used in this paragraph, each, the "Company"),  hereby
fully  and  forever  releases  Kramer  and  his  heirs,  legal  representatives,
successors  and  assigns  from,  and  agrees not to sue  concerning,  any claim,
demand, right, duty, obligation, liability, cause or cause of action relating to
any matters or things of any kind,  nature or  description  whatsoever,  whether
presently  known or  unknown,  suspected  or  unsuspected,  that the Company may
possess  arising from any  omissions,  acts or facts that have occurred up until
and including  today.  The forgoing  release shall not apply to, and the Company
reserves  the right to assert any act or  omission by Kramer  which  constitutes
gross negligence, willful misconduct, or bad faith;


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8. The Company shall indemnify and hold Kramer  harmless,  to the maximum extent
permitted by applicable law, from and against any and all loss, cost,  damage or
expense,  including but not limited to actual attorney's fees and costs, if any,
arising out of, pertaining or related to, or in connection with, any threatened,
pending or completed claim, demand, assertion, allegation, action or proceeding,
whether civil,  criminal,  administrative or  investigative,  arising out of, or
pertaining or related to, or in  connection  with the fact that Kramer is or was
an officer, director, employee, or agent of the Company or any subsidiary of the
Company, or any action,  omission or inaction on Kramer's part while an officer,
director, employee, or agent of the Company, or the fact that Kramer was serving
at the  request of the  company as an  officer,  director,  employee or agent of
another corporation,  partnership, joint venture, trust or other enterprise. The
forgoing  indemnification shall not apply to any act or omission by Kramer which
constitutes  gross  negligence,  willful  misconduct,  or was the  result of bad
faith;

9. This Settlement  Agreement shall be governed by and interpreted  according to
the law of the State of  California,  without  reference to its conflict of laws
principles.  In the event of a dispute relating to this Settlement Agreement, it
shall be  interpreted  in  accordance  with its fair  meaning  and  shall not be
interpreted  for or against any party on the ground  that such party  drafted or
caused to be drafted this Settlement  Agreement or any part hereof.  Any dispute
relating to this  Settlement  Agreement  shall be  submitted  to the Los Angeles
office of the American  Arbitration  Association and determined according to the
rules of the American Arbitration  Association for commercial  disputes.  In any
dispute arising out of this Settlement Agreement,  the prevailing party shall be
entitled to recover its attorneys'  fees and costs,  including the  arbitrator's
fees.

If the above terms and conditions are acceptable,  please execute where provided
below.

Agreed and accepted:

/s/ Richard Izumi
----------------------------------------
Richard Izumi, Chairman and CEO
Nevada Manhattan Group, Inc.


/s/ Jeffrey Kramer
---------------------------------
Jeffrey Kramer