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                                                               EXHIBIT 30.(XXXI)
                             COOPERATION AGREEMENT

THIS AGREEMENT is made on the 3rd of March,  1998 by and between Metsa Timber Oy
(hereinafter  "Metsa"),  a limited liability company with its principal place of
business located at  Revontulentie8  C, Fin-02100,  Espoo,  Finland,  and Nevada
Manhattan Mining  Incorporated  (hereinafter  "Nevada"),  with its main place of
business  located  at 5038  North  Parkway  Calabasas,  suite  #100,  Calabasas,
California 91302,  United States of America (Both parties  hereinafter  together
"the Parties").

WHEREAS,  Nevada owns 100% of Equatorial  Resources (Brazil) LTDA.  (hereinafter
"Equatorial"),  a  company  with  its  main  place of  business  located  at Av.
Aristides  Lobo 906,  66053 - 020  Belem,  PA  Brazil,  Equatorial  owns  and/or
controls certain rights to timber  properties and timber milling  properties and
equipment in the Amazon region of Brazil.

WHEREAS,  the Parties desire to co-operate in the  development  of  Equatorial's
existing assets as well as additional related assets to be acquired,  and in the
distribution  and sales of any timber and timber  related  products  produced by
Equatorial.

WHEREAS,  it is the expressed desire of the Parties and a pre-condition of Metsa
to  this   Agreement,   that   Equatorial   will  achieve  the  compliance  with
international  environmental  guidelines for sustainable  forestry.  In order to
achieve this goal,  Nevada/Equatorial has commenced a development project for an
Eco-Efficiency  Model  with  the  help  of  Eco  Rating  International,  Zurich,
Switzerland,  and  based on  their  pre-study  attached  as an  exhibit  to this
Agreement.

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NOW THEREFORE,  in consideration  of the foregoing,  the Parties hereto agree in
good faith as follows:

1.   Metsa will provide  through its sister company FWI Wood  International  Oy,
     (hereinafter  "FWI")  and  Nevada/Equatorial  will  accept  management  and
     development  services  based on a special  technical  assistance  agreement
     ("TAA-  Agreement") to be negotiated and entered between  Nevada/Equatorial
     and FWI with the fee-basis customary on the field. Services provided in the
     TAA-Agreement  may  include but are not  limited to  personnel  management,
     employees,  cutting and/or harvesting methods, specie procurement,  milling
     techniques,  mill  locations,  equipment  changes  and/or  production  line
     changes,  management of assets,  investment on additional  assets,  invests
     compliance, transportation, storage, shipping, maintenance of equipment and
     any other  directives  which may  relate  to the  development,  management,
     distribution and sales of timber, or timber-related  products. The scope of
     the works to be done  under the  TAA-Agreement  and their  priority  should
     follow  and  be in  compliance  with  the  recommendations  of  Eco  Rating
     International's pre-study.

2.   In consideration for the services  specified in sub-section 1 above,  Metsa
     will be granted  distribution and sales rights for the output of timber and
     timber-related  products of Equatorial's  timber operations  principally as
     follows:

     Territories
     Metsa's  worldwide  marketing  and sales  organizations,  including but not
     limited to its sister  companies,  shall have exclusive rights for European
     and Japanese  markets.  Nevada/Equatorial  shall not enter into any kind of
     sales agreements on other markets without prior consultations with Metsa.

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     Agency Agreements
     The actual sales  activities  shall be based on separate agency  agreements
     for each specific market area, with customary  terms,  which shall be drawn
     up between  Nevada/Equatorial and each of the entities of Metsa's marketing
     and sales organization.

     Commission
     In each agency agreement shall be fixed a general sales  commission,  which
     shall be in the scale of 5 - 10%.

     Pricing
     Pricing  of the  products  shall be based on the  highest  achievable  fair
     market price at each time on relevant market places to be determined either
     Metsa  and   Nevada/Equatorial   or  its  respective  marketing  and  sales
     organization.

     Delivery Term
     C&F (Incoterms 1990), unless otherwise agreed case by case.

     Order Procedure
     The actual  sales  activities  shall be based on the order  procedure to be
     created between the Parties and the respective  agent (as the case may be),
     which shall consist of at least

      -   For regular activities order and order  confirmation  method including
          time of delivery and shipping information, 

      -   Estimates of Metsa's longer term  volume  demands,  

      -   Equatorial's  production  plans  and 

      -   All other information required for planning purposes of both parties.

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3.   Metsa shall use its best effort to have Equatorial's  export quality timber
     and  timber-related  products sold, but without  obligation to do the same,
     whatsoever.

4.   Each of the Parties are independent contractors and the obligations of each
     Party under this Agreement  shall be in every case several and shall not be
     either joint or joint and  several.  Nothing  contained  in this  Agreement
     shall be deemed to constitute an agency, legal representation, fiduciary or
     any  other   relationship   between  the   Parties.   Except  as  otherwise
     specifically provided in this Agreement,  this Agreement shall give neither
     Party  any   authority  to  act  for,  or  to  assume  any   obligation  or
     responsibility on behalf of the other.

5.   This  Agreement  shall be based on the calendar year term, and shall remain
     in full force until  terminated  by either party with at least three months
     written notice before the end of then running actual year.

     Metsa shall have however premature right for immediate  termination without
     notice,  in case:  

     -    Equatorial is continuously unable to deliver on time confirmed orders

          or

     -   Equatorial  proves  to  be  substantially  unable  to  match  critical
         deadlines in the improvement  procedure of its scheduled  environmental
         actions and programs.

6.   No  provision  of this  Agreement  shall be revised  or  amended  without a
     written amendment signed by duly authorized representatives of the Parties.

7.   Each of the Parties  hereby  represents  and warrants,  that they have full
     authority to enter into this Agreement.

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8.   This  Agreement  and the rights and  obligations  of the Parties  hereunder
     shall be governed by and construed by the internal laws of the state of New
     York.

     Any dispute, controversy or claim arising out of or in connection with this
     Agreement,  or the breach,  termination  or  invalidity  thereof,  shall be
     settled by  arbitration  in  accordance  with the rules of the  Arbitration
     institute of the Stockholm Chamber of Commerce, in Stockholm, Sweden.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed
by its duly authorized representative as of the date first hereinabove written.

Nevada Manhattan Mining Incorporated                 Metsa Timber Oy

    /s/ Jeffrey Kramer                                    /s/ Jari Lofroos
By:____________________                              By: ______________________