1
EXHIBIT 10.(xv)
March 25, 1996
Xx. Xxxxx Xxxxxxxxx, et al
00 Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Dear Xxxxx:
As per our conversation of March 22, 1996 summarizing our stock
transaction, I reiterate and state our agreement as follows:
1) That the bulk of the money, after having been deposited in our
normal account, will be put in a (currently active) separate bank account for
the specific use of mining the property. Our contractor is Xxxxxxxx-Western of
Colorado.
2) That the Nevada Manhattan Mining Series "A" Preferred Shares
being issued, as per the Certificate of Determination which defines the shares,
are immediately convertible at the shareholder's discretion to Nevada Manhattan
Mining Common Shares at a ratio of 10 shares of Common Stock for 1 share of
Preferred Stock. Subject to the customary underwriter's approval, these
underlying Common Shares will be included in our forthcoming Registration
Statement (SB-2). It is understood that Nevada Manhattan Mining will instruct
the underwriter to register these shares and that the underwriter's consent
will not be unreasonably withheld.
3) That mining operations on the Manhattan Property are
reasonably slated to begin in the next sixty (60) days.
4) That, based on all current information we have at our
disposal, and knowing we have no direct control over the mill, we feel it is
reasonable for the mill to begin operations within the next sixty (60) days and
be fully operational within one hundred and twenty (120) days.
2
We give your "investment group" the first right of refusal to purchase any
additional shares under this Nevada Manhattan Mining Private Placement program
the price of four (4) Preferred Shares per ten (10) dollar investment.
The shares will be distributed as per your instructions in the following
manner:
INVESTMENT NAME PREFERRED STOCK
1. $20,000 Xxxxxxx Xxxxxxxxx 6,000 Shares
(Automotive Mgt. Group)
2. $5,000 Xxxxxxxxx Xxxxxxxxxx 1,500 Shares
3. $10,000 Xxx Xxxxxx 3,000 Shares
4. $25,000 Xxxxxxx Xxxxxxxx 7,500 Shares
5. $15,000 Xxxxx Xxxxx 5,000 Shares
6. $160,000 Xxxxx Xxxxxxxxx Total = 63,500 Shares
To be issued as follows:
Xxxxx Xxxxxx 500
Xxxxxxx Xxxxxx 500
Xxx Xxxxxx 500
Xxxxx Xxxxxx 500
Xxxxxx Xxxxxxxxx 1000
Xxxxxxx Xxxxxxxxx 1000
Xxxxx Xxxxxxxxx 59,500
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Sub-Total 63,500
____________ ____________
$235,000 TOTALS 86,500
Sincerely,
C. D. Michaels
President
