PROTOCOL OF INTENT
                                 BY AND BETWEEN
                   THE MINISTRY FOR FUEL AND ENERGY OF GEORGIA
                                       AND
                             IDM FOREIGN POWER, INC.

Tbilisi                                                         November 5, 1998

The  Government of Georgia,  represented  by the Ministry for Fuel and Energy of
Georgia,  hereinafter  referred  to as  "Georgian  Party"  or its  assignees  or
designees,  on one hand and IDM Foreign  Power,  Inc.,  hereinafter  referred as
"Foreign Party", or its assignees or designees,  on the other hand,  hereinafter
collectively referred as "Parties", recognising the important role of the energy
sector of Georgia for the development of the Georgian  Economy and in expressing
their Good Will and intent of establishing  long-term co-operation in the sector
have agreed as follows:

The Foreign Party,  taking into  consideration  its  resources,  shall incur the
legal  and  economic  expenses,  necessary  to  evaluate  the  possibilities  of
generating  and selling  electric  energy in Georgia or elsewhere.  The Georgian
Party agrees to conduct the relevant negotiations  regarding the sale of certain
existing  facilities  for the  generation of electric  energy and the associated
Power Purchase Agreements.

The Foreign Party undertakes and agrees to supply all such electrical  energy as
is demonstrated by the Georgian Party as being a demand in Georgia up to initial
limit of 2,000 MW.

The steps for implementing this goals consists of the following steps:

1.   The  Parties  shall  immediately  initiate  negotiations  for the  sale and
     purchase or long-term lease of the energy generation  facilities identified
     as Gardabani, Units 1, 2, 9 and 10, including all real and chattel property
     therein  and  referred  hereinafter  to as "Units" and shall  complete  and
     execute the related  documentation for this sale and the Georgian Party and
     related government  entities shall negotiate with the Foreign Party for the
     consummation of the  transaction  contemplated  hereby.  The Parties agree,
     that within 180 days of the  execution of this  agreement,  they will agree
     upon a price for the Units based upon all  appropriate  factors  including,
     without limitation, engineering and financial considerations.

2.   The  Foreign  Party  subsequent  thereto,  and at its own  sole  discretion
     investigate  the  economic  and  strategic  relevance  of  developing  such
     Greenfield projects as it may deem necessary in order to meet the growth in
     demand of electric energy in Georgia.

3.   The  Georgian  party  shall  facilitate  the  purchase  of all such  energy
     generated  from the  facilities  owned and operated by the Foreign Party at
     the  Foreign  Party's  sole  discretion,  and at such  terms  as  shall  be
     developed  between the Foreign Party and Public Sector Entities Georgian or
     foreign, prepared to purchase electrical energy from Foreign Party.
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4.   The Georgian  Party shall  furthermore  facilitate the issuance of all such
     permits,  concessions and licenses in favour of the Foreign Party as may be
     required in order for Foreign  Party to carry on its business in Georgia in
     a financially sound and responsible manner.

5.   In the  event of the  proposal  from the  Third  Party,  Georgian  party is
     obliged to inform about it the Foreign  Party,  and the Foreign Party shall
     be given 15 days to match the proposal from the Third Party.

This Protocol of Intent is and constitutes a bidding  obligation and the Parties
will do their best to  collaborate  and sign the Final  Agreement,  wherein  the
intents  considered  and declared in this Protocol  will be started  further and
would become enforceable obligations for both Parties.

Executed in Tbilisi, this November 5, 1998

Georgian Party:                                      Foreign Party:

By: /s/                                          By: /s/
   Temur Giorgadze                                  Birger Munck, Ph.D
   Minister for Fuel and Energy                     Director


                                                    /s/
                                                    Sam de Lapa
                                                    Director