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                                                              EXHIBIT 10.(XXXIX)

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


                             STOCK OPTION AGREEMENT

         This Stock Option Agreement ("Option Agreement"), is dated as of August
28, 1998 and is made by and between  Nevada  Manhattan  Mining  Incorporated,  a
Nevada  corporation  ("Company")  and  TiNV1,  Inc.,  a  California  corporation
("Option Holder").

                                    RECITALS

         A. The Company is concurrently  issuing  5,500,000 shares of its common
capital stock  ("Subscription  Shares") to Option Holder in a private  placement
pursuant to the terms of a Subscription Agreement of even date herewith.

         B. As an  inducement  to Option  Holder to  purchase  the  Subscription
Shares, Company desires to grant an option to Option Holder to purchase up to an
additional  70,000,000  shares of its common  stock,  as provided in this Option
Agreement.

         C.  The  parties  acknowledge  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  as a  condition  to the
effectiveness  of this Option  Agreement.  The  Company  intends to use its best
efforts to obtain the requisite Shareholders' Approval.

         NOW, THEREFORE, in consideration of the foregoing, the parties agree as
follows:

1.       Grant of Option.

         a. The Company hereby grants  options  ("Options") to the Option Holder
to purchase up to Seventy Million  (70,000,000)  shares of common stock ("Option
Shares")  or  any  other  replacement  security  of  Company  whether  by way of
reclassification,  exchange, merger, consolidation,  exchange, recapitalization,
or other reorganization of the Company. The Options shall be evidenced solely by
this Option Agreement.
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         b.  This  Option  Agreement  shall  commence  as of the  date  of  this
Agreement  and shall  terminate at 5:00 p.m.,  California  time, on September 1,
2005 unless extended by the mutual agreement of the parties;  provided  however,
that if the Company is unable to obtain the Shareholders'  Approval,  referenced
above,  within 150 days of the date of this Option  Agreement,  then this Option
Agreement shall be void at the election of the Subscriber.

         c.  Options  may be  exercised  in full or in part by  Option  Holder's
written notice (the "Notice") to the Company, specifying the number of shares of
Option Stock to be  purchased,  accompanied  by: (i) the payment of the exercise
price  ("Exercise  Price")  specified  in  paragraph  1(d) in the form of Option
Holder's  check  made  payable  to  Company,  and  (ii)  such  other  investment
representations  and warranties as Company reasonably  requests.  Upon Company's
receipt of the Notice and  clearance of Option  Holder's  check,  it shall cause
delivery of share  certificates,  with appropriate  securities  legends,  to the
Option  Holder,  representing  the Option  Shares  purchased  by Option  Holder.
Company shall use its best efforts to immediately  deposit and expedite clearing
of Option Holder's check.  Option Holder's  purchase of Option Shares is subject
to applicable securities laws.

         d.       Exercise Price.

         The  Exercise  Price for each share of the Option  Shares  shall be the
average of the bid and ask prices of the Company's  common stock as of the close
of trading  on August 28,  1998.  If the  Company  subdivides  or  combines  its
outstanding  shares  of common  stock,  by  reclassification,  recapitalization,
reorganization,   merger,   or   otherwise,   the   Exercise   Price   shall  be
proportionately decreased or increased, as the case may be.

2.       Company's Agreement, Representations, and Warranties.

         The Company  hereby  agrees,  represents and warrants to Option Holder,
which shall survive without limitation, that:

         a.  Subject to the  Shareholders'  Approval,  the  Company has the full
right,  power and  authority to execute,  deliver,  perform and comply with this
Option Agreement and has taken all other actions necessary to enable the Company
to comply with the terms hereof. This Option Agreement has been duly and validly
executed  and  delivered  by the Company and  constitutes  the valid and legally
binding obligation of the Company; and

         b. Subject to the  Shareholders'  Approval,  the Company agrees that it
shall reserve  sufficient  shares of Common Stock to provide for Option Holder's
exercise of the Options.

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3.       Indemnification.

         The Company  shall  indemnify,  defend,  and hold  harmless  the Option
Holder, 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.

4.       Miscellaneous.

         a)       Modifications.

         The parties may, by mutual consent, amend, modify, supplement and waive
any right under this Option Agreement in any manner agreed by them in writing at
any time.

         b)       Applicable Law.

         This Option  Agreement shall be governed by and construed in accordance
with the laws of the state of California.

         c)       Severability.

         If any provision of this Option  Agreement shall be held to be invalid,
illegal  or  unenforceable,  it shall be  deemed  severable  from the  remaining
provisions hereof which shall remain in full force and effect.

         d)       Waiver.

         No waiver of any  provision  of this  Option  Agreement  or any  breach
thereof  shall be deemed  or shall  constitute  a waiver of any other  provision
hereof  (whether or not  similar) or any other breach  hereunder  nor shall such
waiver constitute a continuing waiver. Either party may waive performance of any
provision of this Option Agreement, the non-performance of which would otherwise
constitute  a  breach  of  this  Agreement,  including  but not  limited  to the
non-performance of any condition precedent to such party's performance,  without
affecting  the  enforceability  of this  Option  Agreement  and  the  provisions
contained herein.

         e)       Successors and Assigns.

         The terms and  conditions of this Option  Agreement  shall inure to the
benefit of and be binding  upon the  respective  successors  and  assigns of the
parties  hereto.  Option  Holder may assign  all or any  portion of this  Option
Agreement and the Option  Securities  to any party  without the Company's  prior
written consent,  subject to compliance with applicable laws, including, but not
limited to federal and state securities laws.

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         f)       Attorneys' Fees.

         If any legal action is  instituted to enforce or interpret the terms of
this Agreement, the prevailing party shall be entitled to actual attorneys' fees
in addition to any other relief to which that party may be entitled.


         IN WITNESS WHEREOF, the parties have executed this instrument as of the
date first above written:


                                         "COMPANY"

                                         Nevada Manhattan Mining Incorporated,
                                         a Nevada corporation


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

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


                                         "Option Holder"

                                         TiNV1, Inc., a California corporation

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