<PAGE>                                  1

                                                              EXHIBIT 10.(XXXVI)
                                        
                              INVESTMENT AGREEMENT


INVESTMENT  AGREEMENT  (this  "Agreement")  dated as of March 27,  1998  between
Bristol  Asset  Management  II LLC, a limited  liability  company  organized and
existing  under the laws of  Delaware  (the  "Investor"),  and Nevada  Manhattan
Mining,  Inc., a corporation  organized and existing under the laws of the State
of Nevada (the "Company").

           WHEREAS,  the parties desire that,  upon the terms and subject to the
conditions  contained herein, the Investor shall invest up to $14,000,000 in the
Company's Common Stock, par value $.0l per share (the "Common Stock").

           NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE 1

             Purchase and Sale of Common Stock: Issuance of Warrants

           Section 1.1  Purchase  and Sale of Common  Stock.  Upon the terms and
subject to the conditions set forth herein,  the Company shall issue and sell to
the  Investor,  and  the  Investor  shall  purchase  from  the  Company,  up  to
$14,000,000  of Common  Stock,  such  stock](to be valued as provided in Section
1.3(b) herein.

           Section 1.2               Delivery of Put Notices.

                    (a) At any time prior to the date which is three  years from
the effective date of the Registration Statement (as defined below), the Company
may  deliver  written  notices to the  Investor  (each such  notice  hereinafter
referred  to as a "Put  Notice")  in the form of the Put Notice  annexed to this
Agreement as Exhibit A stating a dollar  amount (the "Dollar  Amount") of Common
Stock which the  Company  intends to sell to the  Investor  five  business  days
following  the date (the 'Put Notice  Date") on which the Put Notice is given to
the Investor by the Company in accordance with Section 6.4 herein, provided that
each Put Notice Date and Dollar Amount shall be subject to Section 1.3(a) below.
"Business  day(s)"  shall mean any day on which the New York Stock  Exchange  is
open for trading.  The Dollar Amount  designated by the Company in any given Put
Notice shall be an amount equal to at least $50,000.

                    (b)  Notwithstanding  any of the foregoing,  the Company may
not  deliver a Put Notice if (i)  trading of the Common  Stock on the  principal
market on which it is then traded (the "Principal  Market") is then suspended or
the Common Stock is then delisted from the  Principal  Market,  (ii) the closing
price of the Common  Stock on the  Principal  Market is less than $.25 per share
(appropriately  adjusted for any stock splits,  reverse splits or  combinations,
stock dividends and similar  events),  (iii) the  Registration  Statement is not
effective or is subject to a stop order or is otherwise suspended,  (iv) the Dow
Jones  Industrial  Average has dropped  more than 3% within the  preceding  five
business days, or (v) the Common Stock is not then registered under the Exchange
Act. If any of the events  described in clauses (i),  (ii),  (iii),  (iv) or (v)
above  occurs  after a Put  Notice is  delivered  but prior to the  Closing  (as
defined below)  associated with such Put Notice,  such Put Notice shall be null,
void and of no force and effect and a new Put Notice shall be required following
the termination of any such event.

     Section 1.3               Determination of Share Number; Valuation Period

                    (a) Within ten days after the end of each calendar month, at
the option of the  Company  it may  require a  purchase  of Common  Stock by the
Investor (except as hereinafter  provided),  subject to the procedures set forth
in  Section  1.2(a),  in a  maximum  amount  not to  exceed  the  lesser  of (i)
$14,000,000  less all amounts  previously paid by the Investor  pursuant to this
Section 1.3(a),  (ii) $1,166,667,  (iii) the product of (x) the number of shares
of Common Stock traded on the Principal  Exchange during the preceding  calendar
month,  multiplied  by (y) the  average  of the  closing  bid prices as noted in
Bloomberg (or other  appropriate  published  source) for the Common Stock during
the prior  calendar  month,  multiplied  by (z) 10% and (iv) such Dollar  Amount
which would result in the Investor  beneficially owning no more than 4.9% of the
Common Stock  outstanding on the Put Notice Date (including  without  limitation
Common Stock deemed  beneficially owned by the Investor pursuant to the Warrants
(as defined  below),  as  determined  in  accordance  with Section  13(d) of the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and the
regulations   promulgated   thereunder.   The  Put   Notice   shall   include  a
representation  of the  Company as to the Common  Stock  outstanding  on the Put
Notice Date as determined in accordance  with Section 13(d) of the Exchange Act.
In the event  that the  amount of Common  Stock  outstanding  as  determined  in
accordance   with  Section  13(d)  of  the  Exchange  Act  and  the  regulations
promulgated thereunder is different on a Closing Date (as defined below) than on
the Put Notice Date  associated  with such  Closing  Date,  the amount of Common
Stock  outstanding on such Closing Date shall govern for purposes of determining
whether  the  Investor  would own more than 4.9% of the Common  Stock as of such
Closing  Date.  Notwithstanding  anything  to the  contrary  contained  in  this
Agreement,  the Investor  shall have the right to decline to purchase the Common
Stock which the Investor  would  otherwise be required to purchase under any two
Put Notices designated by the Investor in any 12 month period.
<PAGE>                                  2

                    For example,  if a total of 1,000,000 shares of Common Stock
traded during  January of a particular  year on the  Principal  Exchange and the
average  of the  closing  bid prices was  $1.50,  on or before  February  10 the
Company  could  request a draw down not to exceed 10% of $1,500,000 or $150,000,
so long as such amount was  available  under this  Agreement and so long as such
amount did not result in the Investor  beneficially owning more than 4.9% of the
Common Stock.

                    (b)  Simultaneously  with the  receipt of the funds from the
Investor in the amount of the draw down the Company  shall issue and sell to the
Investor and the Investor shall be deemed to have purchased, in consideration of
the funds so drawn down,  the number of shares of Common Stock equal to the draw
down  divided  by 78% of the  lowest  sale  price  for the  Common  Stock on the
Principal Exchange as noted in Bloomberg (or other appropriate published source)
(the "Lowest  Sale  Price")  during the ten trading days prior to the Put Notice
Date (the "Look Back  Period").  For  example,  if the Lowest Sale Price for the
Look Back Period was $1.50 and the draw down was $100,000,  the number of shares
of  Common  Stock to be  issued  would be  85,470  shares.  Notwithstanding  the
foregoing,  in the event that the Lowest Sale Price  during the 20 trading  days
after a particular  Closing is less than 95% of the Lowest Sale Price applicable
to such  Closing,  then the  Company  shall  promptly  issue to the  Investor an
additional  number of shares of Common  Stock with  respect to such Closing such
that the number of shares of Common Stock issued to the Investor at such Closing
plus such additional  number of shares are equal to the funds drawn down at such
Closing  divided by 78% of the  Lowest  Sale Price  during  such 20 trading  day
period.  The Investor shall also be issued  additional  Warrants equal to 12% of
the  number  of  additional  shares  so issued  and the  exercise  price of such
additional Warrants and the Warrants issued at such Closing shall be adjusted to
94% of the  average  closing  bid price for the  Common  Stock on the  Principal
Exchange as noted by Bloomberg (or other  appropriate  published  source) during
such 20 trading day period.

                    (c) The Company shall not be required to issue  fractions of
shares of Common Stock and instead  shall refund to the Investor an amount equal
to the fraction which would  otherwise have been issued times 78 % of the Lowest
Sale Price during the Look Back Period  determined as provided in Section 1.3(b)
above.

           Section 1.4               Closing.

                    (a) Each  Closing of a purchase  and sale of Common Stock (a
"Closing") shall take place at 10:00 a.m. Los Angeles time on the fifth business
day following the Put Notice Date to which such Closing  relates or the earliest
date  thereafter on which all  conditions to Closing have been  satisfied.  Each
date on which a Closing occurs is referred to herein as a "Closing Date."

                    (b) On each Closing Date,  the Investor shall deliver to the
Company the Dollar  Amount with respect to such  Closing by  cashier's  check or
wire  transfer to such account as shall be designated in writing by the Company.
On each Closing Date,  the Company  shall  deliver to the Investor  certificates
representing  the number of shares to be issued and sold to the Investor on such
date  and  registered  in the name of the  Investor.  In  addition,  each of the
Company and the Investor shall deliver all documents,  instruments  and writings
required to be delivered  either of them pursuant to this  Agreement at or prior
to each Closing.

                    (c) On each  Closing  Date,  except as  provided  in Section
1.4(d)  below,  the Company  shall also deliver to the Investor  warrants in the
form annexed to this Agreement as Exhibit B ("Warrants")  to purchase  shares of
Common Stock (the "Warrant  Shares"),  which  Warrants shall expire on the fifth
anniversary  of the date of  issuance  thereof.  The  Warrants  issuable  at any
Closing shall entitle the holder  thereof to purchase a number of Warrant Shares
equal to 12% of the number of shares of Common Stock purchased at the Closing in
question at an initial  exercise  price  (subject to the  provisions  of Section
1.3(b) above) equal to 94% of the average closing bid price for the Common Stock
on the Principal Exchange as noted by Bloomberg (or other appropriate  published
source) during the Look Back Period in question for the particular Closing.

                    (d) (i) To the extent that the Company has not delivered Put
Notices to the Investor on or before one year from the date of this Agreement in
an aggregate  Dollar  Amount equal to the lesser of (a)  $4,666,667  and (b) the
maximum  Dollar  Amount  with  respect  to which  Put  Notices  could  have been
delivered prior to such date, then any Warrants which have not theretofore  been
delivered to the Investor which would have been issued had such Put Notices been
delivered shall promptly be issued to the Investor.  The initial  exercise price
of such Warrants shall be equal to 94% of the average  closing bid price for the
Common  Stock  on the  Principal  Exchange  as  noted  by  Bloomberg  (or  other
appropriate published source) during the ten trading days prior to such one year
anniversary.

     (ii) To the extent that the Company  has not  delivered  Put Notices to the
Investor on or before two years from the date of this  Agreement in an aggregate
Dollar Amount equal to the lesser of (a)  $9,333,332  and (b) the maximum Dollar
Amount with respect to which Put Notices could have been delivered prior to such
date,  then any  Warrants  which  have not  theretofore  been  delivered  to the
Investor which would have been issued had such Put Notices been delivered  shall
promptly be issued to the Investor.  The initial exercise price of such Warrants
shall be equal to 94% of the average  closing bid price for the Common  Stock on
the  Principal  Exchange as noted by Bloomberg (or other  appropriate  published
source) during the ten trading days prior to such two year anniversary. <PAGE> 3
(iii) To the extent  that the  Company  has not  delivered  Putt  Notices to the
Investor on or before the  termination of this Agreement in an aggregate  Dollar
Amount equal to the lesser of  $14,000,000  and the maximum  Dollar  Amount with
respect to which Put Notices could have been delivered  prior to such date, then
any Warrants  which have not  theretofore  been  delivered to the Investor which
would have been issued had such Put Notices  been  delivered  shall  promptly be
issued to the Investor.  The initial  exercise  price of such Warrants  shall be
equal to 94% of the  average  closing  bid  price  for the  Common  Stock on the
Principal Exchange as noted by Bloomberg (or other appropriate published source)
during the ten trading days prior to such termination date.

           On each Closing Date subsequent to the issuance of Warrants  pursuant
to this Section 1.4(d),  notwithstanding the provisions of Section 1.4(b) above,
the Company shall only be obligated to issue Warrants pursuant to Section 1.4(b)
at such times as and to the extent that the total  Dollar  Amount of Put Notices
delivered  to the  Investor  exceeds  the Dollar  Amount set forth in the clause
pursuant to which the Warrants were issued. For example,  if Warrants are issued
pursuant to clause (i) above,  then no  Warrants  shall  thereafter  be issuable
pursuant to Section 1.4(b) until such time as the aggregate Dollar Amount of Put
Notices delivered to the Investor pursuant to this Agreement exceeds $4,666,667.

                    (a) The  Company  agrees  that all  shares of  Common  Stock
issued to the Investor  pursuant to this  Agreement  shall,  at the time of such
issuance and for so long thereafter as is required by this Agreement, be subject
to an effective registration statement covering both the issuance of such shares
by the Company to the  Investor  hereunder  and the resale or other  disposition
thereof  by the  Investor  at any time and from  time to time  after  each  such
issuance and, with respect to the Warrant Shares,  covering both the issuance of
the Warrant Shares and the resale of other disposition by the holders thereof at
any time and from time to time  after each such  issuance.  The shares of Common
Stock to be issued to the Investor  pursuant to this  Agreement  and any Warrant
Shares are collectively referred to as the "Shares." The Company agrees that the
Registration  Statement  described in this  Section  1.5(a)  (together  with all
amendments and supplements  thereto,  the  "Registration  Statement")  shall, in
accordance  with  Section  1.5(c)  below,   remain  effective  pursuant  to  the
provisions of the Securities Act of 1933, as amended (the "Securities  Act"), or
otherwise,  (x) in the case of any Registration Statement covering Shares issued
pursuant to this  Agreement at all times during the term of this  Agreement  and
for a period of 120 days after termination of this Agreement and (y) in the case
of any  Registration  Statement  covering the Warrant Shares at all times during
the  term  of the  Warrant  and for a  period  of  three  years  thereafter  (as
applicable, the "Registration Period").

                    (b) The Company shall use its best efforts in order that the
Registration  Statement may become  effective within 30 days of the date of this
Agreement.

                    (c)  The  Company  shall,  as  expeditiously  as  reasonably
possible and in accordance with Section 1.5(a) herein:

     (i) Prepare and file with the  Securities  and  Exchange  (Commission  (the
"SEC") such  amendments and supplements to such  Registration  Statement and the
prospectus used in connection  therewith as may be necessary to comply with this
Agreement and the  provisions of the Securities Act with respect to the issuance
and disposition of all securities covered by such Registration Statement.

                             (ii)  Furnish  to  the  Investor  and  any  Warrant
Holders,  as  the  case  may  be, such numbers  of  copies  of a prospectus,  in
conformity  with  the  requirements  of  the  Securities  Act,  and  such  other
documents   as  the   Investor  and  Warrant Holders,  as  the  case may be, may
reasonably  require in order to facilitate the disposition of shares sold 
pursuant to this Agreement or issued  pursuant to the Warrant.

                             (iii)  Insure  that  all  Shares   subject  to  the
Registration Statement shall at
all times during the applicable  Registration Period be registered and qualified
under such other securities or "Blue Sky" laws of such jurisdictions as shall be
requested  by the  Investor  and/or  the  Warrant  Holders,  as the case may be,
provided that the Company  shall not be required in connection  herewith or as a
condition  hereto to  qualify  to do  business  or to file a general  consent to
service of process in any such states or jurisdictions.

     (iv) Notify the Investor and/or any Warrant Holders of the happening of any
event or the existence of any  circumstance  as a result of which the prospectus
included in the Registration  Statement,  as then in effect,  includes an untrue
statement  of  material  fact or omits to state a material  fact  required to be
stated  therein or necessary to make the  statements  therein not  misleading in
light  of the  circumstances  then  existing  and as soon as may be  practicable
prepare  and  file  with  the  SEC  such  amendments  and  supplements  to  such
Registration  Statement and  prospectus  used in connection  therewith as may be
necessary  to  eliminate  or correct  such  untrue  statement  or  omission  and
otherwise to cause such Registration  Statement and prospectus to remain current
and useable for the purposes intended hereunder.

     (v)  Make   available   for   inspection  by  the   Investor's   designated
representatives  upon request from time to time,  all SEC  Documents (as defined
below),  require the Company's officers and, to the extent reasonably  necessary
to enable  the  Investor's  designated  representatives  to  conduct  reasonably
appropriate  due  diligence  with  respect  to each Put  Notice,  the  Company 5
employees  to supply  all  information  reasonably  required  by the  Investor's
designated  representatives  in  connection  with  the  Registration  Statement,
require the Company's officers and, to the extent reasonably necessary to enable
the Investor's designated  representatives to conduct reasonably appropriate due
diligence,   the  Company's  employees  to  meet  with  representatives  of  the
Investor's designated  representatives  during normal business hours and on such
basis as the Investor's  designated  representatives may reasonably request, and
make available to the Investor's designated  representatives,  contemporaneously
with the  provision  of such  information,  any and all  information  about  the
Company provided by the Company to securities analysts. In addition, the Company
will  permit  Investor's  designated  representatives  access  to the  Company's
premises and personnel, consultants, agents, attorneys, accountants,  customers,
suppliers,  bankers and others who have significant  relationships or agreements
with the Company  and the  Company's  assets,  books and records and the Company
will  provide  the  Investor's   designated   representatives  with  information
(financial  and  otherwise)  concerning  the  Company to enable  the  Investor's
designated   representatives  to  conduct  reasonably  appropriate  ongoing  due
diligence  review of the Company The Company will  disseminate to the Investor's
designated   representatives   all  press   releases   and  public   information
disseminated by the Company at the same time it  disseminates  such releases and
information to others.

<PAGE>
                                       4


           As a condition to the Company's  obligations  under this subparagraph
(v),   the   Investor's   designated   representatives   shall   enter   into  a
confidentiality  agreement  with the  Company in form and  substance  reasonably
satisfactory to the Company.

     (vi) Except as required, in the opinion of the Company's counsel, by law or
consented to in advance by the Investor (which consent shall not be unreasonably
withheld),  refrain  from  using the name of the  Investor  in the  Registration
Statement or other regulatory filings (including the SEC Documents).

                   (d) (i) The Company shall indemnify, defend and hold harmless
the  Investor  and  Warrant  Holders  and  each of  their  respective  officers,
directors,  partners, employees, agents and counsel and each person, if any, who
controls any such person within the meaning of Section 15 of the  Securities Act
or Section  20 of the  Exchange  Act (each,  an  "Indemnified  Party")  from and
against,  and shall reimburse the  Indemnified  Parties with respect to, any and
all claims,  suits, demands,  causes of action,  losses,  damages,  liabilities,
costs or expenses  ("Liabilities") to which such Indemnified  Parties may become
subject under the Securities  Act or otherwise,  arising from or relating to (A)
any untrue  statement or alleged untrue statement of any material fact contained
in the  Registration  Statement or any prospectus  contained  therein or (B) the
omission or alleged  omission to state  therein a material  fact  required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances in which they were made, not misleading;  provided,  however, that
the  Company  shall not be liable in any such case to the extent  that ally such
Liability  arises out of or is based upon an untrue  statement or alleged untrue
statement or omission or alleged omission so made in conformity with information
furnished by the Investor or any Warrant Holder in writing  specifically for use
in the preparation thereof.

     (ii) The  Investor  and/or the Warrant  Holder,  as the case may be,  shall
indemnify,  defend and hold  harmless  the  Company  and each of its  respective
officers, directors, partners, employees, agents and counsel and each person, if
any,  who  controls  any such  person  within  the  meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act (each, an "Indemnified  Party")
from and against,  and shall reimburse the Indemnified  Parties with respect to,
any and all  Liabilities  to which such  Indemnified  Parties may become subject
under the  Securities  Act or  otherwise,  arising  from or  relating to (A) any
untrue  statement or alleged untrue  statement of any material fact contained in
the  Registration  Statement  or any  prospectus  contained  therein  or (B) the
omission or alleged  omission to state  therein a material  fact  required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances  in which  they were  made,  not  misleading,  in each case to the
extent and only to the extent that any such Liability  arises out of or is based
upon an untrue  statement  or alleged  untrue  statement  or omission or alleged
omission so made in conformity with information furnished by the Investor or the
Warrant  Holder,  as the case may be,  in  writing  specifically  for use in the
preparation  thereof. In addition,  if a Registration  Statement is suspended by
the SEC as a result of any untrue  statement  of a material  fact  intentionally
made by the Investor in the  Registration  Statement,  then the  Investor  shall
indemnify, defend and hold harmless the Company from losses actually incurred by
the Company  (excluding any speculative or consequential  damages or damages for
loss of profits or lost  opportunities)  from its  failure to be able to require
purchases  of Common  Stock  under  this  Agreement  during  the  period of such
suspension provided that the Company proves that (a) it would have required such
purchases and (b) no alternative sources of financing were available.

     (iii)  Promptly  after  receipt  by an  Indemnified  Party of notice of the
commencement of any action,  the Indemnified  Party shall, if a claim in respect
thereof  is to be made  against  the  other  party  (the  "Indemnifying  Party")
hereunder, notify the Indemnifying Party in writing thereof, but the omission so
to notify the Indemnifying  Party shall not relieve the Indemnifying  Party from
any Liability which it may have to any  Indemnified  Party other than under this
section and shall only  relieve it from any  Liability  which it may have to any
Indemnified Party under this section if and to the extent the Indemnifying Party
is  materially  prejudiced  by such  omission.  In case any such action shall be
brought against an Indemnified  Party and the Indemnified Party shall notify the
Indemnifying Party of the commencement  thereof, the Indemnifying Party shall be
entitled  to  participate  in and,  to the extent it shall  wish,  to assume and
undertake  the defense  thereof  with  counsel  reasonably  satisfactory  to the
Indemnified  Parties  and,  after  notice  from  the  Indemnifying  Party to the
Indemnified  Parties of its  election  so to assume and  undertake  the  defense
thereof,  the Indemnifying Party shall not be liable to the Indemnified  Parties
under  this  section  for  any  legal  expenses  subsequently  incurred  by  the
Indemnified  Party in connection  with the defense thereof other than reasonable
costs of  investigation  and of  liaison  with  counsel so  selected,  provided,
however, that if the defendants in any such action include both the Indemnifying
Party and an Indemnified  Party and the Indemnified  Party shall have reasonably
concluded  that  there  may be  reasonable  defenses  available  to it which are
different from or additional to those available to the  Indemnifying  Party, the
Indemnified  Parties  shall have the right to select a separate  counsel  and to
assume such legal  defenses and otherwise to  participate in the defense of such
action, with the reasonable expenses and fees of such separate counsel and other
expenses  related to such  participation  to be reimbursed  by the  Indemnifying
Party as incurred.  If the Investor is a defendant in such action,  the Investor
shall select such separate counsel to represent the Investor and all Indemnified
Parties;  however,  if the Investor is not a defendant,  such  separate  counsel
shall  be  selected  by  the  majority  of  the  Indemnified  Parties  named  as
defendants. The legal fees and expenses of any Indemnified Party choosing not to
be represented by such separate counsel selected by the Investor or the majority
of the  Indemnified  Parties,  as the  case  may  be,  shall  be  borne  by such
Indemnified Party

                    (e) If the  indemnification  provided for in Section  1.5(d)
above is unavailable to an Indemnified Party in respect of any Liabilities, then
the  Indemnifying  Party, in lieu of indemnifying the Indemnified  Party,  shall
contribute to the amount paid or payable by such  Indemnified  Party as a result
of such  Liabilities,  such proportion of such  Liabilities as is appropriate to
reflect the  relative  fault of the  Indemnifying  Party and of the  Indemnified
Party in connection  with such  statements  or omissions  described in Section 1
 .5(d)(i) or (ii) above, as well as any other relevant equitable  considerations.
The relative fault of the Indemnifying  Party and of the Indemnified Party shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information  supplied by the Indemnifying Party or by
the Indemnified  Party and the parties'  relative intent,  knowledge,  access to
information  and  opportunity  to correct or prevent such statement or omission.
"Liabilities" pursuant to this Section 1.5(e) and Section 1.5(d) shall be deemed
to include without limitation any legal or other expenses reasonably incurred by
the Indemnified Parties in connection with investigating or defending any action
or claim by a third party and in connection with any enforcement of this Section
1.5(e) and Section 1.5(d).


<PAGE>
                                       5


                    (f) (i) All  legal,  accounting  and other  fees,  costs and
expenses of and  incidental to the  Registration  Statement  (including  without
limitation  the  fees,   costs  and  expenses  of  the   Investor's   designated
representatives  as  provided  in  Section l  .5(c)(v)  and the fees,  costs and
expenses of the  Investor's  counsel)  shall be borne by the Company (other than
such fees,  costs and expenses as are in the nature of  commissions  incurred in
connection with the sale of Shares by the Investor or any Warrant Holder).

     (ii) The  fees,  costs  and  expenses  or  registration  to be borne by the
Company as provided in this  subsection (e) shall include,  without  limitation,
all  registration,   filing  and  NASD  fees,   printing   expenses,   fees  and
disbursements  of counsel and accountants for the Company and all legal fees and
disbursements  and other  expenses of complying  with state  securities or "Blue
Sky" laws of any jurisdiction or jurisdictions in which securities to be offered
are to be registered and qualified.

           Section 1.6  Distributions.  In the event the Company  delivers a Put
Notice,  the  Company  shall  not make  any  distributions  to its  shareholders
(including without  limitation any rights to purchase  securities or properties)
from the beginning of the Look Back Period to the day after the Closing.

           Section 1.7  Delisting  and  Registration  Statement  Suspension.  If
within 60 days after a Closing the Common Stock is delisted  from the  Principal
Market or the  Common  Stock is not  registered  under  the  Exchange  Act,  the
Investor shall have the right, at its option in its sole discretion, which right
shall be exercised within 30 days of such delisting or  deregistration,  to sell
to the Company,  and the Company  agrees to buy,  promptly  upon the exercise of
such  right by the  Investor,  all or any part of the  Shares  purchased  by the
Investor at such Closing at a price equal to the  purchase  price  therefor.  In
addition  if at  any  time  during  the  Registration  Period  the  Registration
Statement is not  effective  for a 30-day  period or if the Investor  and/or the
Warrant  Holders are not  otherwise  able to sell their  Shares  pursuant to the
Registration Statement for a 30-day period, then the Investor and/or the Warrant
Holder,  as the case may be, shall have the right, at their option in their sole
discretion,  which  right  shall be  exercised  within 90 days after such 30-day
period, to sell to the Company, and the Company agrees to buy, promptly upon the
exercise of such right,  all or any part of the Shares then held by the Investor
and/or the Warrant  Holder,  as the case may be, and/or the Warrants held by the
Warrant  Holder at a price equal to the  average  closing  sales  prices for the
Common Stock on the Principal Market as noted by Bloomberg (or other appropriate
published   source)  for  the  ten  trading  days  prior  to  the  delisting  or
deregistration (Iess any applicable exercise price for unexercised Warrants).


                                    ARTICLE 2

                         Representations and Warranties

           Section  2.1  Representations  and  Warranties  of the  Company.  The
Company makes the following representations and warranties to the Investor as of
the date hereof and as of each Closing Date:

     (a)  Organization  and  Qualification.  The Company is a  corporation  duly
incorporated and existing in good standing under the laws of the State of Nevada
and has the requisite  corporate power to own its properties and to carry on its
business as now being  conducted.  Each of the Company and its  subsidiaries  is
duly  qualified as a foreign  corporation to do business and is in good standing
in every  jurisdiction in which the nature of the business conducted or property
owned by it makes  such  qualification  necessary  and where the  failure  to so
qualify would have a Material  Adverse Effect.  "Material  Adverse Effect" means
any  adverse  effect  on the  operations,  properties,  prospects  or  financial
condition of the Company and/or any of its subsidiaries which is material to the
Company and its subsidiaries taken as a whole.

                    (b)   Authorization;   Enforcement.   The  Company  has  the
requisite corporate power and authority to enter into and perform this Agreement
and to issue all Shares and  Warrants in  accordance  with the terms  hereof and
thereof.  The execution  and delivery of this  Agreement and the Warrants by the
Company and the consummation by it of the transactions  contemplated hereby have
been duly authorized by all necessary  corporate action, and no further consent:
or  authorization  of the Company or its Board of Directors or  stockholders  is
required.  This  Agreement  has been and the Warrants  will be duly executed and
delivered by the  Company.  This  Agreement  constitutes  and the Warrants  will
constitute a valid and binding obligation of the Company enforceable against the
Company in accordance with their respective terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation or similar laws relating to, or affecting  generally the enforcement
of, creditors'  rights and remedies or by other equitable  principles of general
application.

                    (c)  Capitalization.  As of November 30, 1997 the authorized
capital  stock of the  Company  and the  shares  thereof  currently  issued  and
outstanding (and shares subject to issuance upon outstanding  options,  warrants
and/or convertible  securities) were as set forth in the Company's Form l0-Q for
the period then ended.  All of the outstanding  shares of Common Stock have been
validly issued and are fully paid and non-assessable.  No shares of Common Stock
are entitled to  preemptive  rights.  Except as  disclosed in the SEC  Documents
filed  prior  to the  date of  this  Agreement  with  respect  to the  Company's
Brazilian subsidiary as to which the Cornpany owns 99%, the Company owns 100% of
the equity  securities of any of its  subsidiaries,  and no other person has the
right (contingent or otherwise) to acquire any such securities.

                    (d)  Issuance  of  Shares.  The  issuance  of all Shares and
Warrants to be issued  hereunder has been duly  authorized  and all such Shares,
when paid for and issued in  accordance  with the terms hereof and the Warrants,
shall  be  validly  issued,  fully  paid and  non-assessable.  The  Company  has
authorized  and reserved for issuance the  requisite  number of shares of Common
Stock to be issued pursuant to the Warrants.

                    (e)  Agreements.  There has been no breach or default by the
Company  or by any  other  party  thereto  of  any  provisions  of any  material
agreements  to which the  Company is a party  which  would  result in a Material
Adverse Effect, and nothing has occurred which, with lapse of time or the giving
of notice of both,  would  constitute such a breach or default by the Company by
any other party thereto.

                    (f) Brokers.  The Investor shall not be responsible  for any
fees of any broker,  finder,  commission  agent or other person  employed by the
Company in  connection  with this  Agreement and the  transactions  contemplated
hereby.
<PAGE>
                                       6


                    (g) No Conflicts. The execution, delivery and performance of
this  Agreement  and the  Warrants by the Company  and the  consummation  by the
Company of the transactions  contemplated hereby and thereby do not and will not
(i) result in a violation of the Company's  charter documents or by-laws or (ii)
conflict  with,  or constitute a default (or an event which with notice or lapse
of time or both would become a default)  under,  or give to others any rights of
termination,   amendment,   acceleration  or  cancellation  of,  any  agreement,
indenture  or  instrument  to which  the  Company  is a party,  or  result  in a
violation of any Federal, state, local or foreign law, rule, regulation,  order,
judgment or decree (including Federal and state securities laws and regulations)
applicable  to the  Company or by which any  property or asset of the Company is
bound  or  affected   (except  for  such  conflicts,   defaults,   terminations,
amendments,   accelerations,   cancellations   and   violations  as  would  not,
individually or in the aggregate,  have a Material Adverse Effect). The business
of the Company is not being  conducted  in  violation  of any law,  ordinance or
regulations  of any  governmental  entity,  except for  violations  which either
singly or in the aggregate do not have a Material Adverse Effect. The Company is
not required under law, rule or regulation to obtain any consent,  authorization
or order of, or make any filing or registration  with, any court or governmental
agency in order for it to  execute,  deliver or perform  any of its  obligations
under this  Agreement or issue and sell any shares in accordance  with the terms
hereof (other than the filing and  effectiveness of the  Registration  Statement
and compliance with applicable state securities or "Blue Sky" laws).

(h) SEC Documents, Financial Statements. The Common Stock is registered pursuant
to Section 12 of the Exchange Act, and the Company has timely filed all reports,
schedules,  forms,  statements and other documents,  together with all exhibits,
financial statements and schedules thereto,  required to be filed by it with the
SEC  pursuant to the  reporting  requirements  of the  Exchange  Act,  including
material filed pursuant to Section 13(a) or 15(d) (all of the foregoing, whether
heretofore or hereafter filed with the SEC, and the Registration Statement, when
declared effective and as it may be amended from time to time, being hereinafter
referred to herein as the "SEC  Documents").  As of their respective  dates, the
SEC Documents  complied in all material  respects with the  requirements  of the
Exchange  Act or the  Securities  Act,  as the case may be,  and the  rules  and
regulations of the SEC promulgated thereunder and other Federal, state and local
laws,  rules and regulations  applicable to such SEC Documents,  and none of the
SEC Documents  contained  any untrue  statement of a material fact or omitted to
state a material  fact  required to be stated  therein or  necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading. As of the date of delivery by the Investor and/or a holder
of Warrant Shares of the prospectus  contained in the Registration  Statement in
connection with sales of Shares by the Investor and/or holder of Warrant Shares,
such  prospectus will comply in all material  respects with the  requirements of
the  Securities  Act and  the  rules  and  regulations  of the  SEC  promulgated
thereunder,  and other  Federal,  state and local  laws,  rules and  regulations
applicable to such prospectus.  The financial statements of the Company included
in the SEC Documents comply as to form in all material  respects with applicable
accounting  requirements  and the published  rules and regulations of the SEC or
other  applicable  rules and regulations  with respect  thereto.  Such financial
statements have been prepared in accordance with generally  accepted  accounting
principles applied on a consistent basis during the periods involved (except (x)
as may be otherwise indicated in such financial  statements or the notes thereto
or (y) in the case of unaudited interim  statements,  to the extent they may not
include  footnotes or may be condensed  or summary  statements)  and will fairly
present in all material respects the financial position of the Company as of the
dates thereof and the results of operations  and cash flows for the periods then
ended (subject,  in the case of unaudited  statements,  to normal year-end audit
adjustments).

                    (i) The SEC has not issued an order preventing or suspending
the use of any prospectus  relating to the offering of any Shares nor instituted
proceedings for that purpose.

                    (j) No Material  Adverse Change.  No Material Adverse Effect
has  occurred  or exists  with  respect  to the  Company  since the date of this
Agreement.

                    (k) No  Undisclosed  Events or  Circumstances.  No  material
event or circumstance  has occurred or exists with respect to the Company or its
business, properties,  prospects, operations or financial condition, which would
be  required to be  disclosed  by the Company  under the  Exchange  Act or other
applicable law but which has not been so publicly announced or disclosed.

                    (1) There has been no material  adverse change in the number
and/or  stature of firms  making a market in the Common  Stock since the date of
this Agreement.

           Section 2.2  Representations  and  Warranties  of the  Investor.  The
Investor makes the following representations and warranties to the Company as of
the date hereof and as of each Closing Date:

                    (a)  Authorization;   Enforcement.   The  Investor  is  duly
organized and validly existing under the laws of Delaware.  The Investor has the
requisite  power and  authority to enter into and perform this  Agreement and to
purchase the Shares to be sold  hereunder.  The  execution  and delivery of this
Agreement  by the  Investor  and  the  consummation  by it of  the  transactions
contemplated  hereby have been duly  authorized  by all  necessary  corporate or
other  action,  and no  further  consent or  authorization  of the  Investor  is
required.  This Agreement:  has been duly authorized,  executed and delivered by
the Investor.  This Agreement  constitutes a valid and binding obligation of the
Investor  enforceable  against the Investor in accordance with its terms, except
as  enforceability  may  be  limited  by  applicable   bankruptcy,   insolvency,
reorganization,   moratorium,  liquidation  or  similar  laws  relating  to,  or
affecting  generally the  enforcement of,  creditors'  rights and remedies or by
other equitable principles of general application.

                    (b) No Conflicts. The execution, delivery and performance of
this  Agreement  and  the  consummation  by the  Investor  of  the  transactions
contemplated  hereby  or  relating  hereto  do not and will not (i)  result in a
violation  of the  Investor's  charter  documents  or  (ii)  conflict  with,  or
constitute  a default  (or an event  which with  notice of lapse of time or both
would  become a default)  under,  or give to others  any rights of  termination,
amendment,   acceleration  or  cancellation  of,  any  agreement,  indenture  or
instrument  to which the  Investor is a party,  or result in a violation  of any
law,  rule,  or  regulation,  or any order,  judgment  or decree of any court or
governmental  agency applicable to the Investor or any of its properties (except
for such conflicts,  defaults and violations as would not individually or in the
aggregate have a material  adverse effect on the Investor or a Material  Adverse
Effect on the Company or the transactions contemplated hereunder).  The Investor
is not  required to obtain any consent,  authorization  or order of, or make any
filing or registration with, any court or governmental agency in order for it to
execute,  deliver or perform  any of its  obligations  under this  Agreement  or
purchase securities in accordance with the terms hereof.
<PAGE>
                                       7


                    (c) Opportunity for Review.  The Investor has been afforded,
to the satisfaction of the Investor, the opportunity to review the SEC Documents
and obtain such additional  information concerning the Company and its business,
and to ask such  questions  and receive  such  answers,  as the  Investor  deems
necessary to make an informed investment decision and to evaluate the merits and
risks of an investment in shares of Common Stock and the Warrants.

                    (d)   Investment   Representation.   The   Investor   is  an
"accredited  investor"  as that  term is  defined  by the  Securities  Act.  The
Investor is  purchasing  the shares of Common Stock and the Warrants for its own
account.  The Investor has no present  intention to sell any such securities (or
shares of  Common  Stock  issuable  upon  exercise  of the  Warrants)  except in
compliance with the Securities Act.

                                    ARTICLE 3

                                    Covenants

           Section 3.1               Securities Compliance.

                    (a) The  Company  shall  notify  the  SEC and the  Principal
Market and any other applicable market in accordance with their requirements, if
any, of the transactions contemplated by this Agreement and shall take all other
necessary  action and proceedings as may be required by applicable law, rule and
regulation  for the legal and valid  issuance of all  securities to be issued to
the Investor hereunder.

                    (b) The Company  will cause its Common  Stock to continue to
be registered  under Section 12 of the Exchange Act, will comply in all material
respects with its reporting and filing  obligations  under said Act, will comply
in all material  respects with its reporting and filing  obligations  under said
act, will comply with all requirements  related to the  Registration  Statement,
and will not take any action or file any document  (whether or not  permitted by
said Act or the rules  thereunder)  to terminate  or suspend  such  Registration
Statement or to terminate or suspend its reporting and filing  obligations under
the Exchange Act, expect as permitted  herein.  The Company will take all action
necessary  to  continue  the  listing  or  trading  of its  Common  Stock on the
Principal  Market and will comply in all material  respects  with the  Company's
reporting,  filing  and  other  obligations  under  the  bylaws  or rules of the
Principal Market.

                    (c) The Investor agrees that it will not "sell short" shares
of Common Stock (i.e.,  sales of shares when the Investor does not  beneficially
own an equal number of such shares or other equity  securities  convertible into
or exercisable for such number of shares) in anticipation of required  purchases
of shares under this Agreement.

           Section 3.2 Preliminary Put Notice.  The Company shall deliver to the
Investor, at least ten calendar days prior to the delivery of each Put Notice, a
preliminary  Put Notice which notice shall state that the Company is considering
delivery of a Put Notice to the Investor  ten or more  calendar  days  following
delivery of the preliminary Put Notice and the maximum Dollar Amount of such Put
Notice.  In no event shall delivery of a preliminary  Put Notice to the Investor
obligate  the  Company to deliver  any Put Notice to the  Investor,  but any Put
Notice so delivered  shall not require the Investor to purchase a Dollar  Amount
greater than the amount set forth in such preliminary Put Notice.


                                    ARTICLE 4

                                   Conditions

           Section 4.1 Conditions  Precedent to the Obligation of the Company to
Issue Warrants and Sell Shares. The obligation hereunder of the Company to issue
Warrants and/or sell shares of Common Stock hereunder to the Investor is further
subject to the  satisfaction  at or before each Closing of each of the following
conditions set forth below.  These conditions are for the Company's sole benefit
and may be waived by the Company at any time in its sole discretion.

                    (a) Accuracy of the Investor Representations and Warranties.
The  representations and warranties of the Investor shall be true and correct in
all  material  respects  as of the  date  when  made  and as of the date of each
Closing Date as though made at that time.

                    (b)  Performance  by the Investor.  The Investor  shall have
performed,  satisfied and complied in all material  respects with all covenants,
agreements and conditions required by this Agreement to be performed,  satisfied
or complied with by the Investor at or prior 10 such Closing.

                    (c) No Injunction.  No statute, rule, regulation,  executive
order,  decree,   ruling  or  injunction  shall  have  been  enacted,   entered,
promulgated  or endorsed by any court or  governmental  authority  of  competent
jurisdiction  which  prohibits  the  consummation  of any  of  the  transactions
contemplated by this Agreement.

           Section 4.2 Conditions Precedent to the Obligation of the Investor to
Purchase any Shares. The obligation of the Investor to purchase any Shares under
this  Agreement is subject to the  satisfaction,  at or before each Closing,  of
each of the following  conditions set forth below.  These conditions are for the
Investor's  sole  benefit  and may be waived by the  Investor at any time in its
sole discretion.

                    (a)   Accuracy   of  the   Company's   Representations   and
Warranties.  The representations and warranties of the Company shall be true and
correct in all material respects as of the date when made and as of each Closing
Date as though made at that time (except for representations and warranties that
speak as of a particular date or refer to a particular point in time).

                    (b)  Performance  by the  Company.  The  Company  shall have
performed,  satisfied and complied in all material  respects with all covenants,
agreements and conditions required by this Agreement to be performed,  satisfied
or complied with by the Company at or prior to such Closing.

                    (c) No Injunction.  No statute, rule, regulation,  executive
order,  decree,   ruling  or  injunction  shall  have  been  enacted,   entered,
promulgated  or endorsed by any court or  governmental  authority  of  competent
jurisdiction  which  prohibits  the  consummation  of any  of  the  transactions
contemplated by this Agreement.

                    (d) No  Adverse  Change.  There  shall  have been no adverse
change in the business,  assets,  liabilities  or prospects of the Company since
the date of this Agreement which the Investor  reasonably  believes would have a
Material Adverse Effect.
<PAGE>
                                       8


                    (e) Principal Market.  Trading in the Company's Common Stock
shall not have been suspended by the SEC or the Principal Market, and trading in
securities  generally  as reported by the  Principal  Market shall not have been
suspended  or limited  or  minimum  prices  shall not have been  established  on
securities whose trades are reported by the Principal Market.

                    (f) Opinion of Counsel,  Etc. At each  Closing the  Investor
shall have received an opinion of counsel to the Company, which counsel shall be
satisfactory  to  the  Investor,  dated  the  effective  date  of  such  Closing
concerning such matters as the Investor shall  reasonably  request,  a copy of a
"cold  comfort"  letter  addressed  to  the  Company  from  an  accounting  firm
satisfactory  to  the  Investor,  dated  the  effective  date  of  such  Closing
concerning such matters as the Investor shall reasonably request, and such other
certificates,  opinions of other  counsel,  and documents as the Investor or its
counsel shall reasonably request incident to such Closing.  The form of all such
certificates,  opinions,  "cold comfort"  letters and other  documents  shall be
satisfactory to the Investor.

                    (g)   Effectiveness   of   Registration    Statement.    The
Registration  Statement  shall be  effective  at the time of each Closing and no
stop order suspending the effectiveness of the Registration Statement shall have
been instituted or shall be pending.

                    (h) Accuracy of  Registration  Statement.  The  Registration
Statement (including information or documents incorporated by reference therein)
and any amendments or supplements thereto shall not contain any untrue statement
of a material  fact or omit to state any  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.

                    (i)  Officer's  Certificate.  At each  Closing the  Investor
shall  have  received  certificates  from  the CEO  and  the CFO of the  Company
concerning  such matters as the Investor shall  reasonably  request  incident to
such  Closing.  The  form of such  certificates  shall  be  satisfactory  to the
Investor.

                                    ARTICLE 5

                                Change of Control

           Section 5.1 Change in Control. From and after the date hereof, at the
Investor's  election  upon any Change of Control (as defined  below) the Company
shall no longer  have the right to  deliver  any Put Notice to the  Investor.  A
"Change of Control" shall mean any transaction or series of  transactions  which
results in any person or affiliated  group of persons  gaining Control of 30% or
more of the voting stock of the Company or the right to elect 30% or more of the
Company's Board of Directors.

                                    ARTICLE 6

                                  Miscellaneous

           Section 6.1 Fees and  Expenses.  The  Company  shall pay the fees and
expenses of the Investor incident to the negotiation, preparation, execution and
delivery of this Agreement,  which are agreed to be $10,000 for services through
the date of this Agreement.  The Company shall pay all stamp and other taxes and
duties  levied in  connection  with the issuance of any Shares  issued  pursuant
hereto.

           Section 6.2           Specific Enforcement; Consent to Jurisdiction.

                    (a) The Company and the Investor  acknowledge and agree that
irreparable  damage would occur in the event that any of the  provisions of this
Agreement  were not performed in accordance  with their  specific  terms or were
otherwise breached.  It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions to prevent or cure breaches of the provisions of
this Agreement and to enforce specifically the terms and provisions hereof, this
being in addition to any other remedy to which either of them may be entitled by
law or equity.

                    (b)  Each  of  the  Company  and  the  Investor  (i)  hereby
irrevocably  submits to the  exclusive  jurisdiction  of the  Federal  and state
courts in Los Angeles County, California for the purposes of any suit, action or
proceeding  arising out of or relating to this Agreement and (ii) hereby waives,
and agrees not to assert in any such suit, action or proceeding,  any claim that
it is not personally  subject to the  jurisdiction  of any such court,  that the
suit, action or proceeding is brought in an inconvenient forum or that the venue
of the suit,  action or  proceeding  is  improper.  Each of the  Company and the
Investor consents to process being served in any such suit, action or proceeding
by mailing a copy  thereof to such party at the address in effect for notices to
it under this Agreement and agrees that such service shall  constitute  good and
sufficient  service of process  and notice  thereof.  Nothing in this  paragraph
shall affect or limit any right to serve  process in any other manner  permitted
by law. The  prevailing  party in any such suit,  action or proceeding  shall be
entitled to attorney's fees and costs.

           Section 6.3 Entire Agreement; Amendments. This Agreement contains the
entire   understanding   of  the  parties  with  respect  to  the   transactions
contemplated  hereby and, except as specifically  set forth herein,  neither the
Company  nor the  Investor  makes  any  representation,  warranty,  covenant  or
undertaking with respect to such matters.  No provision of this Agreement may be
waived or amended other than by a written instrument signed by the party against
whom enforcement of any such amendment or waiver is sought.

           Section 6.4 Notices.  Any notice or other  communication  required or
permitted to be given  hereunder shall be in writing and shall be effective upon
hand delivery or delivery by facsimile at the address or number designated below
(if delivered on a business day during normal  business  hours where such notice
is to be received). The addresses for such communications shall be:

           to the Company:     Nevada Manhattan Mining, Inc.
                               5038 North Parkway Calabasas
                               Suite 100
                               Calabasas, California 91302
                               Facsimile No. (818) 591-4411

           with copies to:     Lloyd S. Pantell, a Professional Law Corporation
                               10940 Wilshire Boulevard, Suite 1500
                               Los Angeles, California 90024
                               Facsimile No.(818)340-7714

           to the Investor:    Bristol Asset Management II LLC
                               10990 Wilshire Boulevard, Suite 1800
                               Los Angeles, CA 90024
                               Attn: Paul Kessler
                               Facsimile No.(310)473-8858

           with copies to:     Christensen, Miller, Fink, Jacobs,
                               Glaser, Weil & Shapiro, LLP
                               2121 Avenue of the Stars, 18th Fl.
                               Los Angeles, CA 90067
                               Att:  Stephen D. Silbert, Esq.
                               Facsimile No. (310) 556-2920
<PAGE>
                                       9


Either party  hereto may from time to time change its address for notices  under
this Section 6.4 by giving written  notice of such changed  address to the other
party hereto.

           Section 6.5  Waivers.  No waiver by either  party of any default with
respect to any provision,  condition or  requirement of this Agreement  shall be
deemed  to be a  continuing  waiver  in the  future  or a  waiver  of any  other
provisions,  condition or requirement hereof, nor shall any delay or omission of
either party to exercise any right  hereunder in any manner  impair the exercise
of any such right  accruing to it  thereafter.  The parties hereto waive any and
all rights to a jury trial in connection  with any action or proceeding  arising
under this Agreement or the transactions contemplated hereby.

           Section 6.6 Headings.  The headings herein are for convenience  only,
do not  constitute a part of this  Agreement and shall not be deemed to limit or
affect any of the provisions hereof.

           Section 6.7 Successors and Assigns.  This Agreement  shall be binding
upon and inure to the benefit of the parties and their permitted  successors and
permitted assigns. The parties hereto may amend this Agreement without notice to
or the consent of any third party..  Neither the Company nor the Investor  shall
assign this Agreement or any rights or obligations  hereunder  without the prior
written  consent of the other  (which  consent may be withheld for any reason in
the sole discretion of the party from whom consent is sought).

           Section 6.8 No Third Party Beneficiaries.  This Agreement is intended
for the benefit of the parties hereto and their respective  permitted successors
and  assigns and is not for the  benefit  of, nor may any  provisions  hereof be
enforced by, any other person.

     Section  6.9  Governing  Law.  This  Agreement  shall  be  governed  by and
construed and enforced in accordance  with the laws of the State of  California,
without regard to the principles of conflict of laws.

           Section 6.10 Execution. This Agreement may be executed in two or more
counterparts,  all of which shall be considered  one and the same  agreement and
shall  become  effective  when  counterparts  have been signed by each party and
delivered to the other  party,  it being  understood  that both parties need not
sign the same counterpart.

           Section  6.11  Publicity  and  Confidentiality.  The  Company and the
Investor  shall  consult  and  cooperate  with each other in  issuing  any press
releases or otherwise making public  statements with respect to the transactions
contemplated  hereby,  provided the foregoing shall not interfere with the legal
obligations of either party with respect to public disclosure.

           IN WITNESS WHEREOF,  the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the date hereof.


                                            "The Company"

                                             Nevada Manhattan Mining, Inc.

                                                 /s/ Christopher D. Michaels
                                             By:_______________________
                                                Name:  Christopher D. Michaels
                                                        Title:   President

                                                      /s/ Jeffrey S. Kramer
                                              By:_______________________
                                                 Name:  Jeffrey S. Kramer
                                                 Title: COO & Secretary

                                               "The Investor"

                                               Bristol Asset Management II LLC

                                                     /s/ Paul Kessler
                                               By:________________________
                                                   Name:  Paul Kessler
                                                   Title: President


<PAGE>
                                       10


                                   EXHIBIT A

                          Nevada Manhattan Mining, Inc.
                          5038 North Parkway Calabasas
                           Calabasas, California 91302


                                                       -----------,-----



Bristol Asset Management II LLC
10990 Wilshire Boulevard, Suite 1800
Los Angeles, CA 90024
Attn:    Paul Kessler

Gentlemen:

                    Reference is made to that certain Investment  Agreement (the
"Agreement") dated as of March __, 1998 between you and the undersigned. This is
a Put Notice as that term is defined in Section 1.2 of the Agreement.

                    This is to advise you that the  undersigned  intends to sell
to you five business days (as that term is defined in the  Agreement)  following
the date this Put Notice is given to you in  accordance  with Section 6.4 of the
Agreement $_______________ of the undersigned's Common Stock.

                                Very truly yours,

                                 Nevada Manhattan Mining, Inc.



                                 By ______________________




<PAGE>
                                       11


                                    EXHIBIT B

THIS  WARRANT  HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED,  AND MAY  NOT BE  SOLD,  OFFERED  FOR  SALE,  TRANSFERRED,  PLEDGED  OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT FILED UNDER
SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE.

                                                      ---------------,-----

                          NEVADA MANHATTAN MINING, INC.

                          COMMON STOCK PURCHASE WARRANT

                   Warrant to Purchase _____________ Shares of Common Stock

                       Expiring __________________,______


         THIS CERTIFIES THAT, for value received, _______________________ or its
permitted assigns  (collectively,  the "Warrant  Holder"),  at any time and from
time to time on any Business Day on or prior to 5:00 p.m.,  Los Angeles time, on
_________  ____,____  [five years from the date of  issuance]  (the  "Expiration
Date") is entitled to purchase  from Nevada  Manhattan  Mining,  Inc.,  a Nevada
corporation  (the "Company"),  __________  shares of Common Stock at a price per
share equal to the Exercise Price;  provided that the number of shares of Common
Stock issuable upon any exercise of this Warrant and the Exercise Price shall be
adjusted and readjusted from time to time in accordance with Section 3.

         1.       Certain Definitions.

         The following terms, as used herein, have the following meanings:

          "Business Day" means any day except a Saturday, Sunday or other day on
     which commercial banks in Los Angeles,  California are authorized by law to
     close.

          "Capital Reorganization" has the meaning set forth in Section 3(1:).

          "Cashless Exercise" has the meaning set forth in Section 2.

          "Common Stock" means the Company's currently  authorized common stock,
     $.01  par  value  per  share,  and  stock  of  any  other  class  or  other
     consideration  into  which  such  currently  authorized  common  stock  may
     hereafter have been changed.

          "Common  Stock  Reorganization"  has the  meaning set forth in Section
     3(a).

          "Exercise  Price" means $___ per share,  as adjusted from time to time
     pursuant to Section
3.

          "Investment  Agreement" means that certain Investment  Agreement dated
     as of March ___, 1998 pursuant to which the Warrant has been issued.

          "Notice of Exercise" has the meaning set forth in Section 2.

          "Principal  Market"  has  the  meaning  set  forth  in the  Investment
     Agreement.

          "Warrant  Shares"  means the shares of Common Stock issued or issuable
     upon exercise of this Warrant,  as such number may be adjusted from time to
     time pursuant to Section 3.

         2.       Exercise of Warrant.

         The Warrant  Holder may exercise  this Warrant in whole or in part,  at
any time or from time to time on any Business Day on or prior to the  Expiration
Date,  by  delivering  to the  Company  a duly  executed  notice (a  "Notice  of
Exercise")  in the form of Annex A hereto,  by  payment  to the  Company  of the
Exercise  Price per Warrant  Share (by wire  transfer or certified  check) in an
amount equal to the product of (i) the  Exercise  Price times (ii) the number of
Warrant Shares as to which this Warrant is being exercised.

         At the election of the Warrant  Holder,  in lieu of paying the Exercise
Price in cash, this Warrant may be exercised by reducing the number of shares of
Common Stock received upon such exercise (a "Cashless Exercise").  The number of
shares of Common Stock  delivered  upon a Cashless  Exercise shall be determined
based on the formula:

                                    N =   E/
                                          FMV

         where:

         N                    equals the number of Warrant  Shares  which  would
                              otherwise  have  been  received  but are not to be
                              received upon a Cashless Exercise

         E                    equals the aggregate Exercise Price for the number
                              of Warrants  being  exercised that would have been
                              paid without the Cashless Exercise

         FMV                  equals  the  average  closing  price of the Common
                              Stock  Stock on the  Principal  Market for the ten
                              trading  days  prior to the date of the  Notice of
                              Exercise.
<PAGE>
                                       12


        For example, if the Warrant Holder is exercising 100 Warrants with a per
Warrant exercise price of $1 .00 per share through a Cashless  Exercise when the
Common Stock's FMV is $20.00 per share,  upon such Cashless Exercise the Warrant
Holder will receive 95 Warrant Shares rather than 100.

         As soon as  practicable  after the  Company  shall have  received  such
Notice of Exercise  and any  required  payment,  the Company  shall  execute and
deliver or cause to be executed and delivered, in accordance with such Notice of
Exercise,  to the  Warrant  Holder at the  address  set forth in such  Notice of
Exercise a  certificate  or  certificates  representing  the number of shares of
Common Stock  specified in such Notice of Exercise.  The Warrant shall be deemed
to have been  exercised  and such share  certificate  or  certificates  shall be
deemed to have been  issued,  and the  Warrant  Holder  shall be deemed  for all
purposes to have become a holder of record of shares of Common Stock,  as of the
date that such  Notice of  Exercise  and any  required  payment  shall have been
received by the Company.

         The Warrant  Holder shall  surrender  this Warrant  certificate  to the
Company when it delivers  the Notice of Exercise,  and in the event of a partial
exercise of the Warrant,  the Company  shall  execute and deliver to the Warrant
Holder,  at the time the Company delivers the share  certificate or certificates
issued  pursuant to such Notice of  Exercise,  new Warrant  certificate  for the
unexercised  portion of the Warrant,  but in all other respect identical to this
Warrant certificate.

         The  Company  shall not be  required  to issue  fractions  of shares of
Common Stock upon an exercise of the Warrant.  If any fraction of a share would,
but for this restriction,  be issuable upon an exercise of the Warrant,  in lieu
of  delivering  such  fractional  share,  the  Company  shall pay to the Warrant
Holder,  in cash,  an amount  equal to the same  fraction  times the FMV for the
Common Stock (as defined above) immediately prior to the date of such exercise.

         The Company shall pay all expenses,  taxes and other charges payable in
connection with the  preparation,  issuance and delivery of certificates for the
Warrant Shares and any new Warrant certificates.

          3.      Antidilution Provisions.

         The  Exercise  Price in effect at any time,  and the  number of Warrant
Shaires that may be purchased upon any exercise of the Warrant, shall be subject
to change or adjustment as follows:

                    (a)  Common  Stock  Reorganization.  If  the  Company  shall
subdivide  its  outstanding  shares of  Common  Stock  into a greater  number of
shares, by way of stock split,  stock dividend or otherwise,  or consolidate its
outstanding  shares of Common  Stock into a smaller  number of shares  (any such
event  being  herein  called  a  "Common  Stock  Reorganization"),  then (i) the
Exercise Price shall be adjusted, effective immediately after the effective date
of such Common Stock  Reorganization,  to a price  determined by multiplying the
Exercise Price in effect immediately prior to such effective date by a fraction,
the numerator of which shall be the number of shares of Common Stock outstanding
on such effective date before giving effect to such Common Stock  Reorganization
and the  denominator  of which  shall be the  number of  shares of Common  Stock
outstanding  after giving effect to such Common Stock  Reorganization,  and (ii)
the number of shares of Common Stock  subject to purchase  upon exercise of this
Warrant  shall be adjusted,  effective at such time,  to a number  determined by
multiplying the number of shares of Common Stock subject to purchase immediately
before such Common Stock  Reorganization  by a fraction,  the numerator of which
shall be the number of shares  outstanding  after  giving  effect to such Common
Stock  Reorganization and the denominator of which shall be the number of shares
of Common Stock  outstanding  immediately  before  giving  effect to such Common
Stock Reorganization.

                    (b)   Capital   Reorganization.   If  there   shall  be  any
consolidation  or  merger  to  which  the  Company  is a  party,  other  than  a
consolidation or a merger of which the Company is the surviving  corporation and
which does not result in any reclassification of, or change (other than a Common
Stock  Reorganization)  in,  outstanding  shares of Common Stock, or any sale or
conveyance of the property of the Company as an entirety or  substantially as an
entirety,  or any similar  recapitalization of the Company (any such event being
called a "Capital  Reorganization"),  then, effective upon the effective date of
such Capital  Reorganization,  the Warrant Holder shall no longer have the right
to purchase  Common  Stock,  but shall have instead the right to purchase,  upon
exercise  of this  Warrant,  the kind and  amount  of  shares of stock and other
securities  and property  (including  cash) which the Warrant  Holder would have
owned or have been entitled to receive  pursuant to such Capital  Reorganization
if the Warrant had been  exercised  immediately  prior to the effective  date of
such  Capital   Reorganization.   As  a  condition  to  effecting   any  Capital
Reorganization,  the Company or the successor or surviving  corporation,  as the
case may be, shall execute and deliver to each Warrant Holder an agreement as to
the Warrant Holder's rights in accordance with this Section 3(b), providing,  to
the extent of any right to purchase equity securities hereunder,  for subsequent
adjustment as nearly equivalent as may be practicable to the adjustment provided
for in this Section 3. The provisions of this Section 3(b) shall similarly apply
to successive Capital Reorganizations.

                    (c) Distributions. In the event the Company shall distribute
to its  stockholders any cash, other property or rights to the holders of Common
Stock,  (other than regular  quarterly stock  dividends),  the Exercise Price in
effect  immediately  prior to such  distribution  shall be  reduced by an amount
equal to the per share fair market value of such  distribution to the holders of
Common Stock.

                  (d) Investment Agreement Adjustment.  The Exercise Price shall
be adjusted as provided in Section 1.3(b) of the Investment Agreement.

                  (e)       Adjustment Rules.

          (i)  Any  adjustments  pursuant  to  this  Section  3  shall  be  made
     successively whenever any event referred to herein shall occur.

          (ii) Any adjustment made to the Exercise Price of this Warrant and the
     number of shares of Common Stock  purchasable  upon exercise of the Warrant
     shall not be applicable to any portion of this Warrant  exercised  prior to
     such adjustment.
<PAGE>
                                       13


          4.   Lost, Mutilated or Missing Warrant Certificates.

         Upon receipt by the Company of evidence satisfactory to it of the loss,
theft, destruction or mutilation of any Warrant certificate, and, in the case of
loss,  theft  or  destruction,   upon  receipt  of  indemnification   reasonably
satisfactory to the Company,  or, in the case of mutilation,  upon surrender and
cancellation of the mutilated Warrant certificate, the Company shall execute and
deliver a new Warrant  certificate of like tenor and  representing  the right to
purchase the same aggregate number of Warrant Shares.

          5.      Successors and Assigns.

         All the provisions of this Warrant by or for the benefit of the Company
or the Warrant  Holder  shall bind and inure to the  benefit of their  permitted
respective successors and assigns. The Warrant Holder may assign this Warrant in
whole or in part, provided such assignment  complies with applicable  securities
laws, in which event the Company shall issue new Warrants to the  transferee and
to the Warrant Holder if this Warrant is only assigned in part.

         6.       Notices.

           Any notice or other  communication  hereunder shall be in writing and
shall be sufficient if sent by first-class mail or courier, postage prepaid, and
addressed  as  follows  (a) if to the  Company,  addressed  to Nevada  Manhattan
Mining,  Inc., 5038 North Parkway Calabasas,  Suite 100,  Calabasas,  California
91302 and (b) if to the Warrant Holder, addressed to


         7.       Miscellaneous.

                    (a) This Warrant shall not entitle the Warrant Holder, prior
to the exercise of the Warrant, to any rights as a shareholder of the Company.

                    (b) In case any one or more of the  provisions  contained in
this Warrant  shall be invalid,  illegal or  unenforceable  in any respect,  the
validity,  legality and  enforceability  of the remaining  provisions  contained
herein shall not in any way be affected or impaired  thereby.  The parties shall
endeavor  in  good  faith  negotiations  to  replace  the  invalid,  illegal  or
unenforceable  provisions  with valid  provisions  the economic  effect of which
comes as close as  possible  to that of the  invalid,  illegal or  unenforceable
provisions

                    (c)  Without  limiting  the  rights of the  Company  and the
Warrant Holder to pursue all other legal and acceptable rights available to such
party for the other party's  failure to perform its obligations  hereunder,  the
Company and the Warrant Holder each acknowledge and agree that the remedy at law
for any failure to perform any  obligations  hereunder  would be inadequate  and
that each shall be entitled to specific performance,  injunctive relief or other
suitable remedies in the event of any such failure.

                    (d)  The  Warrant   shall  be  construed   and  enforced  in
accordance  with the internal laws of the State of California  without regard to
principles of conflict of laws.

                    (e) Each of the Company  and the  Warrant  Holder (i) hereby
irrevocably  submits to the  exclusive  jurisdiction  of the  Federal  and state
courts in Los Angeles County, California for the purposes of any suit, action or
proceeding arising out of or relating to the Warrant and (ii) hereby waives, and
agrees not to assert in any such suit,  action or proceeding,  any claim that it
is not personally  subject to the jurisdiction of any such court, that the suit,
action or  proceeding is brought in an  inconvenient  forum or that the venue of
the suit, action or proceeding is improper.  Each of the Company and the Warrant
Holder  consents to process being served in any such suit,  action or proceeding
by mailing a copy  thereof to such party at the address in effect for notices to
it under the Warrant  and agrees that such  service  shall  constitute  good and
sufficient  service of process  and notice  thereof.  Nothing in this  paragraph
shall affect or limit any right to serve  process in any other manner  permitted
by law. The  prevailing  party in any such suit,  action or proceeding  shall be
entitled to attorney's fees and costs.

                    (f) The section  headings used herein are for convenience of
reference   only  and  shall  not  be   construed  in  any  way  to  affect  the
interpretation of any provisions of the Warrant.

                    (g) This Warrant is being issued  pursuant to the Investment
Agreement and the Warrant Holder is entitled to all the protections and benefits
provided for therein.

         IN WITNESS  WHEREOF,  the  Company  has  caused the  Warrant to be duly
executed  by its  authorized  officer,  and its  corporate  seal to be  hereunto
affixed,  and attested by its Secretary,  all as of the day and year first above
written.

                                       Nevada Manhattan Mining, Inc.



                                       By:
                                      Name:
                                     Title:



Attested:

Nevada Manhattan Mining, Inc.


By:
Name:
Title:   Secretary

<PAGE>
                                       15





                                   ANNEX A



                           Form of Notice of Exercise


To:       Nevada Manhattan Mining, Inc.

          Reference  is  made  to  the  Common  Stock  Purchase   Warrant  dated
____________ ____ ____ (the "Warrant"), a copy of which is annexed hereto. Terms
defined therein are used herein as therein defined.

         The  undersigned,  pursuant to the provisions set forth in the Warrant,
hereby  irrevocably  elects and  agrees to  purchase  ________  shares of Common
Stock, and

______          makes payment herewith in full therefor at the Exercise Price of
(initial if     $___________ or
applicable)


_______         elects to have a Cashless Exercise.
(initial if
applicable)


If said number of shares is less than all of the shares  purchasable  hereunder,
the undersigned hereby requests that a new Warrant Certificate  representing the
remaining  balance of the shares be registered  in the name of the  undersigned,
whose address is set forth below.

<PAGE>
                                       14


                            [NAME OF WARRANT HOLDER]


                                            By: ___________________________
                                            Name: _________________________
                                            Title: __________________________

                             [ADDRESS OF WARRANT HOLDER]

                                            --------------------------------

                                            --------------------------------