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                                                             EXHIBIT 10.(XXXVII)



                             SUBSCRIPTION AGREEMENT


Nevada Manhattan Mining Incorporated
5038 North Parkway Calabasas
Suite 100
Calabasas, California 91302

Attn:  Christopher D. Michaels, President

Gentlemen:

         This letter is  delivered  to you in  connection  with the  issuance of
shares of Common Stock and options to purchase  Common Stock (the  "Securities")
of Nevada Manhattan Mining  Incorporated,  a Nevada corporation (the "Company"),
by  the  Company  to  the  undersigned  ("Subscriber"),   as  provided  in  this
Subscription Agreement.

A.       Agreements, Representations, and Warranties of Subscriber.

         1. Subscription to Purchase Shares.  Subject to paragraph  A.2(e),  the
Subscriber  hereby  agrees to  purchase  the  number  of  shares  of  Securities
indicated on the signature page,  subject to acceptance of this  subscription by
the Company.  The Subscriber  shall pay the purchase price for the Securities by
delivering to the Company with this Agreement a check for the full amount of the
purchase  price  of  the  Securities   indicated  on  the  signature  page  (the
"Subscription Price").

         2.       Stock Option.

                  (a) As a material  inducement  to  Subscriber  to purchase the
Securities,  the Company desires to grant to Subscriber  options  ("Options") to
purchase up to 70,000,000 shares ("Option  Shares") of the Company's  Securities
pursuant to the terms of a Stock Option  Agreement,  a copy of which is attached
hereto as Exhibit "A" ("Option  Agreement").  The Subscription Shares,  Options,
and Option Shares are collectively referred to as "Subscription Shares."

                  (b) The  parties  acknowledge  and  agree  that the  Company's
present number of authorized  shares is insufficient to cover the Option Shares,
and that the Company  must  obtain its  shareholders'  approval  ("Shareholders'
Approval")  to: (i) amend its  certificate  of  incorporation  to  increase  its
authorized shares to 250,000,000, and (ii) enter into the Option Agreement.

                  (c)  Within   forty-five   (45)  days  of  the  date  of  this
Subscription  Agreement,  the  Company  shall  file  proxy  materials  with  the
Securities  and  Exchange   Commission  relating  to  its  solicitation  of  the
Shareholders' Approval to: (i) amend this Company's certificate of incorporation
to increase the number of this  Company's  authorized  shares of common stock to
250,000,000;  and  (ii)  approve  the  Option  Agreement.  The  Company  agrees,
represents,  and warrants that the foregoing  solicitation shall be performed in
accordance with applicable law governing the solicitation of shareholder  votes,
including,  but not  limited to  applicable  state and  federal  proxy rules and
regulations.  The Company shall use its best efforts to obtain the Shareholders'
Approval.

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                  (d) The Company  shall  immediately  execute the Stock  Option
Agreement,  provided  however,  that  the  effectiveness  of  the  Stock  Option
Agreement is subject to Shareholders' Approval of the items in paragraph A.2.(c)
above.

                  (e) If the Company is unable to obtain Shareholders'  Approval
of the items in  paragraph  A.2.(c)  above  within  150 days of the date of this
Subscription Agreement,  then the Option Agreement shall be void, and subject to
paragraph A.2.(f),  Subscriber shall have the right to rescind this Subscription
Agreement,  return any Subscribed Shares to Company, and obtain a full refund of
the Subscription Price ("Subscriber's Rescission Rights").

                  (f) The parties  acknowledge  that the  Subscriber has entered
into an agreement with Jeffrey S. Kramer and  Christopher  D. Michaels,  who are
officers  and  directors  of  this  Company.  Under  the  terms  of the  subject
agreement,  Messrs. Kramer and Michaels have agreed, among other things, that if
the Company is unable to obtain the  Shareholders'  Approval  within 150 days of
the date of this letter,  then in lieu of Subscriber's  exercise of Subscriber's
Rescission Rights that they will, without any further consideration:  (a) assign
and transfer to TiNV1 all their respective right, title, and interest, in and to
all securities, including, but not limited to common shares of the Company, that
they  directly or  indirectly  own,  excluding  options to acquire the Company's
securities,  and (b) cancel and waive any further rights that they have pursuant
to any options to acquire the Company's securities.

         3.  Representations,   Warranties  and  Covenants  of  Subscriber.  The
Subscriber hereby represents and warrants to, and covenants with, the Company as
follows:

          (a) The Subscriber  has received and carefully  reviewed the following
     materials,  all of which are  incorporated  herein by reference  ("Offering
     Materials")  describing  the  Securities,  the  offering  under  which  the
     Securities are being offered, and the business of the Company:

               (i) A copy of Amendment No. 2 to Form 10 filed April 3, 1997;

               (ii) A copy of the Company's  Form 10-QSB for the quarter  ending
          Feb. 28, 1998;

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               (iii) Press Releases dated:  December 1, 1997;  January 12, 1998;
          February 27, 1998;  March 11,  1998;  March 31, 1998;  April 29, 1998;
          June 3, 1998;  July 15, 1998;  July 22, 1998 (2);  July 30, 1998;  and
          August 3, 1998; and

               (iv)  Audit   Confirmation   prepared  by  U.S.   Stock  Transfer
          Corporation dated August 17, 1998, which shows stock information as of
          May 31, 1998.

          (b) The  information  in the Investor  Questionnaire  furnished to the
     Company by the Subscriber is complete and correct;

          (c)  The  Subscriber  is  an  experienced   investor,  is  capable  of
     evaluating  the  merits  and  risks  of  the   investment,   can  hold  the
     Subscription  Shares  indefinitely,  and  has the  ability  to  afford  the
     complete loss of Subscriber's investment in the Subscription Shares;

          (d) The Subscriber has not received, and is not aware that anyone else
     has  received,   any  general  or  public   solicitation  or  advertisement
     pertaining to any offer or sale of any securities of the Company;

          (e) The Subscriber has received all information  about the Company and
     the investment  covered by this  Agreement that the Subscriber  desires and
     feels is necessary to enable the  Subscriber  to recognize and evaluate the
     merits  and risks of the  investment,  and has had the  opportunity  to ask
     questions  of, and receive  answers  from,  the  Company and its  officers,
     directors and agents;

          (f) The Subscription Shares will be acquired by the Subscriber for the
     Subscriber's  own account for investment and not with a view to or for sale
     in connection with any distribution thereof;

          (g) There do not currently exist any  circumstances  which will compel
     the  Subscriber  to sell,  transfer,  or  otherwise  distribute  any of the
     Subscription Shares or any interest therein; and

          (h)  All  of  the  Subscriber's  beneficial  owner(s)  are  accredited
     investors as that term is defined in Regulation D under the  Securities Act
     of 1933, as amended.



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         4. Securities Laws Matters. The Subscriber is aware of and acknowledges
and agrees with the Company as follows:

          (a) the  Subscription  Shares will not be registered under the federal
     Securities  Act of  1933,  as  amended  (the  "Act"),  in  reliance  on the
     so-called   "private   placement"   exemption   provided  by  Regulation  D
     promulgated  thereunder  and  will not be  registered  or  qualified  under
     applicable securities laws of any state in reliance on similar exemptions;

          (b)  The  Subscription   Shares,  when  issued,  will  be  "restricted
     securities"  within the meaning of Rule 144  promulgated  by the Securities
     and Exchange Commission (the "Commission") under the Act;

          (c) Any person to whom any of the Subscription Shares, or any interest
     therein, are transferred will, in turn, be subject to applicable retransfer
     restrictions;

          (d) The Subscriber fully  comprehends that the Company is relying to a
     material degree on the representations, warranties and agreements contained
     herein and with such  realization  authorizes  the Company to act as it may
     see  fit  in  full  reliance   hereon,   including  the  placement  on  the
     certificates or other documents  evidencing the Subscription  Shares of the
     following   legend  and  any  legends  required  by  any  applicable  state
     securities laws:


          "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
          INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION  WITH, THE SALE OR
          DISTRIBUTION  THEREOF. THE SECURITIES  REPRESENTED BY THIS CERTIFICATE
          ARE  RESTRICTED  SECURITIES  AND HAVE NOT BEEN  REGISTERED  UNDER  THE
          SECURITIES  ACT  OF  1933,  AS  AMENDED.  THEY  MAY  NOT  BE  SOLD  OR
          TRANSFERRED UNLESS SO REGISTERED OR AN EXEMPTION FROM THE REGISTRATION
          REQUIREMENTS  OF THE ACT IS  AVAILABLE.  THE  ISSUER  MAY  REQUIRE  AN
          OPINION OF COUNSEL SKILLED IN SECURITIES MATTERS AND OTHER EVIDENCE OF
          COMPLIANCE  WITH  THE  ACT  PRIOR  TO  PERMITTING  A  TRANSFER  OF THE
          SECURITIES."

          The  Subscriber  understands  that  the  imposition  of such a  legend
     condition may limit or destroy the value,  and the value as collateral,  of
     the Subscription Shares;


          (e) The Subscriber agrees that none of the Subscription  Shares or any
     interest therein will be sold,  transferred or otherwise disposed of unless
     registered under the Act, without his having first presented to the Company
     or its counsel (i) a written  opinion of counsel  experienced in securities
     law  matters  indicating  that  the  proposed  disposition  will  not be in
     violation of any of the  registration  provisions  of the Act and the rules
     and regulations  promulgated  thereunder,  or (ii) a "no-action"  letter to
     such effect issued by the Staff of the Commission; and

          (f) The Subscriber  acknowledges  that the foregoing is not a complete
     statement of the law applicable to resale of the Subscription  Shares,  but
     merely an outline of some of the more salient features. For legal advice in
     these  matters,  the  Subscriber  will  continue  to rely on its own  legal
     counsel as the Subscriber has throughout  this  transaction  concerning the
     purchase of the Subscription Shares.

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         5.  Indemnification.   The  Subscriber  hereby  indemnifies  and  holds
harmless  the  Company  and  its  officers,  directors,   shareholders,  agents,
employees,  attorneys,  successors,  and assigns  from and against all  damages,
losses,  costs,  liabilities,  and expenses  (including costs of  investigation,
defense,  and  attorneys'  fees)  incurred  by  reason  of  the  failure  of the
Subscriber to fulfill any of the Subscriber's obligations hereunder or by reason
of any breach or inaccuracy of any of the  representations or warranties made by
the Subscriber herein.

B.       Agreements, Representations and Warranties of the Company.

         1.  Company's  Representations  and  Warranties.  As an  inducement  to
Subscriber  to execute  and deliver  this  Subscription  Agreement,  the Company
represents and warrants to Subscriber that:

                  (a) The Offering Materials,  and any other written disclosures
made by  Company  to  Subscriber  (collectively  "Offering  Materials"),  do not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated  therein or necessary to make the statements  therein,  in
light of the circumstances under which they were made, not misleading;

                  (b) The Company and its subsidiaries  have been duly organized
and are validly  existing as corporations in good standing under the laws of the
jurisdiction of their organization, with full power and authority (corporate and
other) to own or lease its  properties  and conduct its business as described in
the Offering  Materials and each is duly qualified to do business and is in good
standing in each  jurisdiction in which the character of the business  conducted
by  it  or  the  location  of  the  properties  or  leased  by  it,  makes  such
qualification  necessary,  except in each case  where the  failure to so qualify
would not have a material adverse effect on the financial  condition or business
prospects  of the  Company  and/or  its  subsidiary;  and  the  Company  and its
subsidiaries  hold  all  material   licenses,   certificates  and  permits  from
governmental  authorities  necessary to the conduct of its business as described
in the Offering Materials;

                  (c) Upon  issuance and delivery and payment  therefor,  in the
manner  described,  the Subscription  Shares will be, duly  authorized,  validly
issued, fully paid and non-assessable;

                  (d) To the best of Company's  knowledge,  which shall  include
the knowledge of the Company's officers and directors, except as described in or
contemplated by the Offering Materials,  there has not been any material adverse
change  in,  or any  adverse  development  which  would  materially  effect  the
business, properties, financial condition, results of operations or prospects of
the  Company  and its  subsidiary  taken  as a whole  from  the date as of which
information is given in the Offering Materials;

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                  (e) To the best of Company's  knowledge,  which shall  include
the knowledge of the Company's  officers and  directors,  except as described in
the Offering  Materials,  there is no litigation or  governmental  proceeding to
which the Company or its subsidiaries is a party or to which the property of the
Company  or its  subsidiaries  is  subject,  or which  is  pending,  or,  to the
knowledge  of  the  Company,  threatened  against  the  Company  or  any  of its
subsidiaries  which would result in any material adverse change in the financial
condition, results of operations,  business or prospects of the Company or which
is required to be disclosed in the Offering Materials;

                  (f) To the best of Company's  knowledge,  which shall  include
the knowledge of the Company's  officers and directors,  neither the Company nor
its subsidiaries is in violation of any law or ordinance,  governmental  rule or
regulation or court decree to which it may be subject which violation would have
a material  adverse  effect on the condition  (financial or other),  properties,
perspective  results  of  operations  or  net  worth  of  the  Company  and  its
subsidiaries taken as a whole;

                  (g) As of May 31, 1998, the Company had  24,473,343  shares of
common stock issued and  outstanding,  and has  outstanding  options for 430,000
shares.  Since that date, the Company has issued:  (i) 6,600,000 shares pursuant
to a  private  placement  in June and  July  1998 ; and  (ii)  1,500,000  shares
pursuant to a stock  exchange  which closed in June and July 1998.  In addition,
the  Company  has  obligations  to issue not more than an  additional  5,380,000
shares of common stock,  and may have an obligation to issue  additional  shares
under certain conditions to its debenture holders. Assuming full exercise of all
options,  and  excluding  the  issuance of  additional  shares to its  debenture
holders,  the Company will have issued and outstanding a total of  approximately
38,383,343 shares of common stock;

                  (h) Except as  disclosed  in  paragraph  B.1.(g),  above,  the
Company has no commitment or obligation to issue additional  shares of any class
of stock or options, as of the date of this Subscription Agreement.

                  (i) Subject to the  Shareholders'  Approval  referenced above,
the Company has the full right, power and authority to execute, deliver, perform
and comply with this  Agreement  and has taken all other  actions  necessary  to
enable the Company to comply with the terms hereof,  including,  but not limited
to the issuance of the Subscription  Shares and the Options.  This Agreement has
been duly and validly  executed and delivered by the Company and constitutes the
valid and legally binding obligation of the Company.


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         2.  Indemnification.  The Company  shall  indemnify,  defend,  and hold
harmless  the  Subscriber,  its  officers,  directors,   shareholders,   agents,
employees,  attorneys,  successors,  and assigns  from and against all  damages,
losses,  costs,  liabilities,  and expenses  (including costs of  investigation,
defense,  and attorneys'  fees) incurred by reason of the failure of the Company
to fulfill any of the Company's obligations hereunder or by reason of any breach
or inaccuracy of any of the  representations  or warranties  made by the Company
herein.

C.       Miscellaneous.

         1. Survival.The respective agreements, representations, and warranties,
of  the  Company and  Subscriber,  shall  survive the  delivery of the Shares to
the Subscriber, without limitation.

         2.  Arbitration.  Unless the relief sought requires the exercise of the
equity  powers of a court of  competent  jurisdiction,  any  dispute  arising in
connection  with the offer,  sale or purchase of the  Subscription  Shares,  the
interpretation  or  enforcement  of the  provisions  of this  Agreement,  or the
application or validity thereof, shall be submitted to binding arbitration. Such
arbitration proceedings shall be held in Los Angeles,  California, in accordance
with the rules then  obtaining  of the  American  Arbitration  Association.  The
provisions of Sections 1282.6, 1283, and 1283.05 of the California Code of Civil
Procedure  apply  to the  arbitration.  This  agreement  to  arbitrate  shall be
specifically enforceable. Any award rendered in any such arbitration proceedings
shall be final and binding on each of the parties  hereto,  and  judgment may be
entered thereon in any court of competent jurisdiction.

         3. No  Assignment.  The  Subscriber  shall not  transfer or assign this
Subscription Agreement.

         4.  Entire  Agreement.   This  Subscription  Agreement,   Stock  Option
Agreement,  and all  other  written  agreements  relating  to this  Subscription
Agreement and the Subscription  Shares  constitute the entire agreement  between
the Subscriber and the Company and may be amended only by a writing  executed by
both parties.

         5. Governing Law. This Subscription  Agreement shall be governed by and
construed in accordance with the laws of the State of California.

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         6. Notices. All notices and other communications  hereunder shall be in
writing  and shall be deemed to have been duly  given on the date of  service if
personally served on the party to whom notice is to be given or on the third day
after  mailing  if  mailed  to the  party  to whom  notice  is to be  given,  by
first-class  mail,  registered  or  certified,  postage  prepaid,  and  properly
addressed,  to the Subscriber or the Company at their  respective  addresses set
forth herein or at such other address as either party shall give for purposes of
notice in accordance with the foregoing.

         7. Cancellation.  The Subscriber may cancel this Subscription Agreement
and the offer and  subscription  made  hereby by notice of  cancellation  to the
Company  at any time  prior to the date  notice  of  acceptance  is given to the
Subscriber  by the Company.  The  Subscriber  acknowledges  and agrees that this
Subscription  Agreement  shall not be binding on the Company unless and until it
has been  accepted by the  Company at its office in  Calabasas,  California  and
that,  after  notice  of  acceptance  has  been  given  to the  Subscriber,  the
Subscriber  shall  not  be  entitled  to  cancel,   terminate,  or  revoke  this
Subscription  Agreement  or  the  offer  and  subscription  made  hereby  or any
agreements of the Subscriber hereunder, except as provided in paragraph A.2(e).

         8.  Attorneys'  Fees.  If any  party  commences  any  suit  or  action,
including but not limited to any  arbitration,  arising out of or connected with
this  Agreement  then  the  prevailing  party(ies)  shall  recover  his  or  its
reasonable attorneys' fees from the non-prevailing party(ies) in addition to any
other relief awarded to the prevailing party(ies).


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                      NEVADA MANHATTAN MINING INCORPORATED
                        Private Placement of Common Stock
                  (Signature Page for Subscription by Entities)

The Subscriber is (complete one):

CORPORATION incorporated in State of California.

PARTNERSHIP formed under laws of State of _______________________

TRUST established under laws of State of ________________________


Number of shares of the Securities 
subscribed for:                                5,500,000 Common Stock

                                               70,000,000 Options to Purchase
                                                     Common Stock
                                               (Subject to Shareholder Approval)

Subscription Price of the Securities 
subscribed for:                                $500,000.00


(Please  print or type all  information  exactly as you wish it to appear on the
Company's records)

5,500,000 shares of common stock in the name of:

TiNV1 Inc.
-----------------------------------------------------------------
Name of Subscriber                      Federal Taxpayer I.D. No.

701 Ocean Avenue, Suite 108, Santa Monica, California
-----------------------------------------------------------------
Principal Office Address                               Telephone



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The undersigned officer,  partner, trustee, or other signatory certifies that he
or she has full power and  authority to execute this  Subscription  Agreement on
behalf  of the  Subscriber  or  Company  and that the  purchase  and sale of the
Company  has  been  duly  authorized  and is  not  prohibited  by the  governing
instrument of the Subscriber or Company.



DATED: As of August 28, 1998          TiNV1, INC.

                                        /s/ Tetsuo Kitagawa
                                   By:___________________________
                                      Tetsuo Kitagawa,
                                      President and Secretary


DATED: As of August 28, 1998         NEVADA MANHATTAN MINING
                                       INCORPORATED

                                        /s/ Christopher D. Michaels
                                    By:____________________________
                                      Christopher D.Michaels, President

                                        /s/ Jeffrey S. Kramer
                                    By:____________________________
                                       Jeffrey S. Kramer, Secretary