<PAGE>    1

                                                              EXHIBIT 10.(XXXII)
                      (NEVADA MANHATTAN MINING LETTERHEAD)

April 22, 1998


Roy Skluth
Ralph Financial
116 Avenue Y
Redondo Beach, CA  90277

Re:      Acquisition of Timber Rights

Dear Roy:

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.


<PAGE>    2


Roy Skluth
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/ Jeffrey S. Kramer
By:    ____________________________
       Jeffrey S. Kramer
       Chief Operating Officer

AGREED TO AND ACCEPTED:

RALPH FINANCIAL

          /s/ Roy Skluth
By:    ___________________________
       Roy Skluth, an authorized representative

          /s/ Roy Skluth
By:    ____________________________
       Roy Skluth, Individually