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EXHIBIT 10.(XXXII)
(NEVADA MANHATTAN MINING LETTERHEAD)
April 22, 1998
Xxx Xxxxxx
Xxxxx Financial
000 Xxxxxx X
Xxxxxxx Xxxxx, XX 00000
Re: Acquisition of Timber Rights
Dear Xxx:
This letter when signed by you where indicated below will constitute our
agreement whereby you will sell to us and we will acquire from you the right
(the "Rights") to survey, map, enter upon and harvest timber for a period of
thirty (30) years (with three successive 30-year extensions) from an aggregate
of approximately 292,598 hectares of property (the "Property"), consisting of a
number of parcels located in Brazil. The purchase price for the Rights is an
aggregate of 5,000,000 shares of our common stock (the "Shares") to be delivered
to the to the escrow opened on February 12, 1998 (the "Escrow") within ten (10)
days of the signing of this agreement. We shall deliver certificates
representing the Shares in such form as shall be satisfactory to our counsel and
containing such legends as may be required by federal and state securities laws
as our counsel shall advise.
The acquisition of the Rights and the payment of the consideration therefor by
us is contingent upon our due diligence with respect to the Property and our
satisfaction that upon consummation of the transaction we will receive free and
clear title to the Rights unencumbered in any respect and that we will have the
full, complete and unfettered right to conduct timber harvesting operations on
the Property without the approval of any governmental body or the payment by us
of royalties thereon.
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Xxx Xxxxxx
April 22, 1998
Page 2
We shall have a period of six months from the date hereof to conduct our due
diligence and to satisfy ourselves with respect to your ability to transfer and
grant the Rights to us as set forth above. If we are so satisfied on or before
September 21, 1998 unless such date shall have been extended by mutual written
agreement between us, upon ten days' notice from us to you a closing shall take
place (the "Closing") at our offices or such other place as we shall mutually
agree at which time you will deliver to us in form satisfactory to us any and
all transfer documents which we shall request in order to transfer the Rights.
At the Closing, should you be unable to deliver the Rights as stated above, the
Shares will be immediately returned and canceled by the transfer agent and
registrar of the Company, without any contest.
As agreed, you will purchase a minimum of 4,000,000 shares of restricted Nevada
Manhattan common stock at $.50 per share, or $2,000,000. A minimum of 25 percent
of the shares to be purchased will be purchased on or before May 11, 1998. A
minimum of an additional 25 percent will be purchased each following twenty-one
days after the first purchase (June 1, June 22 and July 13) until the total
4,000,000 shares are purchased. If you do not purchase the minimum number of
shares required to be purchased on or before May 11, 1998, we shall have the
right to cancel this agreement.
Please confirm our agreement by executing the enclosed copy of this letter and
returning it to me.
Very truly yours,
NEVADA MANHATTAN MINING INC.
/s/ Xxxxxxx X. Xxxxxx
By: ____________________________
Xxxxxxx X. Xxxxxx
Chief Operating Officer
AGREED TO AND ACCEPTED:
XXXXX FINANCIAL
/s/ Xxx Xxxxxx
By: ___________________________
Xxx Xxxxxx, an authorized representative
/s/ Xxx Xxxxxx
By: ____________________________
Xxx Xxxxxx, Individually
