Exhibit 10.30


                              Protocol of Intention

                                 By and Between

                   THE MINISTRY FOR FUEL AND ENERGY OF GEORGIA

                                       and

                             IDM ENERGY CORPORATION

Tbilisi                                                        January 20, 1998


     The  Ministry  for Fuel and Energy of Georgia,  hereinafter  referred to as
Georgian Party or its assignees or designees,  and IDM Energy Corporation or its
assignees or designees,  hereinafter  referred to as Foreign Party, on the other
hand, hereinafter together referred to as the Parties, recognizing the important
role of energy sector for the  development  of Georgian  economy and  expressing
their good will to establish  long-term  cooperation  in the field,  have agreed
upon the following:

     Foreign Party,  taking into  consideration  its resources,  shall incur the
corresponding   economic   and  legal   expenses,   necessary  to  evaluate  the
possibilities  of generating and selling  electric  energy in Georgia.  Georgian
Party agrees to conduct the relevant  negotiations  regarding  purchasing of the
electric power  generated by Foreign Party. A mutually  agreeable Power Purchase
Agreement ( PPA ) between the Parties  shall be signed no later than ninety (90)
days after the date of this Protocol of understanding.

     The Parties have also  expressed the desire to cooperate in the  evaluation
of the construction's  feasibility of high-voltage  transmission lines, with the
purpose to export  electric  energy to other  countries.  The optimum  capacity,
routing,  construction schedule, etc. of such lines shall be determined later by
the Parties  and covered by the  corresponding  agreement  as the Parties  shall
agree.

     The PPA will  establish  the terms for the sale of  electric  energy by the
Foreign  Party to the Georgian  Party from a generating  facility or  facilities
with  a  net  capacity  of  up to  1,000  ( one  thousand)  MW,  which  will  be
constructed,   operated  and  owned  by  the  Foreign   Party  in  Georgia  (the
Project(s)).

     The initial term of the PPA will be for thirty five (35) years beginning on
the Commercial Operations Date of each plant (which will be defined in the PPA).
The initial  term of the PPA may be extended for an  additional  period of equal
duration at the sole discretion of the Foreign Party.

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     The PPA will enter into full force and effect on the date of its execution.
The Foreign Party will advise and update the Georgian Party of the  construction
schedule for the Projects and the projected Commercial Operation Date.

     The Georgian Party will grant to the Foreign Party the required permits for
use  of  natural  resources  associated  with  the  Project  including,  without
limitation,  rivers and dams.  Where required by law Foreign Party shall pay for
such usage. The direct cost to Foreign Party resulting here from shall be offset
in the then  prevailing  rate for electrical  energy as charged by Foreign Party
for delivery hereof.

     The  Georgian  Party  covenants to cooperate  with the Foreign  Party,  its
representatives and affiliates in connection with the financing for the Project.

     The PPA will  establish  that the point of delivery  will be located at the
generating  facility of the Project.  The Georgian Party will be responsible for
the transmission of electric energy from the Project to its facilities.

     The Foreign Party will install, operate and maintain the metering system.

     The PPA will  establish  that the Foreign Party shall make available to the
Georgian  Party a minimum  quantity of electric  energy (the  Minimum  Off- Take
Quantity) during each contract year.

     During each contract  year,  the Georgian Party must accept and pay for the
Minimum  Off-Take  Quantity.  If during each  contract  year the Georgian  Party
accepts an amount of  electric  energy  that is less than the  Minimum  Off-Take
Quantity,  the Georgian  Party shall provide for the sale of electric  energy to
other buyer( s ), either in Georgia or abroad.  The Foreign  Party will have the
right to receive  payment for any amount of  electric  energy  delivered  to the
Georgian Party prior to the Commercial  Operations Date at the rate  established
in the PPA.

     The Georgian  Party  represents  and warrants  that the Foreign Party shall
have the irrevocable right of first refusal, but not the obligation, to develop,
on a  project-by-  project  basis  for a  period  of  one  year  from  the  date
preliminary due diligence is completed and the identified project is verified as
feasible  to  develop by the  Foreign  Party.  The right to  develop  individual
projects shall be covered by separate agreements on a project-by-project  basis.
Initially,  the  following  projects  are  mentioned  for  the  purpose  of such
identification:   Tvishi,  Namakhvani,   Zhoneti,  Zestaponi  I,  Zestaponi  lI,
Zestaponi III, and Rustavi I, Rustavi II.

     This  Protocol  of  Intention  is and  constitutes  a legally  binding  and
enforceable  obligation  on the part of Foreign  Party and Georgian  Party.  The
Parties agree that Foreign Party shall enter into a PPA with an Assignee (GA) of
the Georgian Party within 90 days of the date of this Protocol.  If an agreement
with GA cannot be reached on terms  acceptable  to  Foreign  Party then  Foreign
Party shall not have any obligations  under this Protocol of Intention and shall
in  such  case  have  the  right  to  decline  the  Project.  This  Protocol  of
Understanding  does not confer, and shall not be deemed to confer, any rights or
remedies upon any person or entity other than Georgian Party, Foreign Party, and
their permitted successors and assigns.

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     This Protocol of  Understanding  does not constitute  the entire  agreement
between the Parties. Additional details hereof will be defined in the PPA.

     Executed in Tbilisi, on January 20, 1998 in English and Georgian languages,
two original copies in each language.


Georgian Party                                         Foreign Party


By: /s/  D. Zubitashvili                               By: /s/ Birger Munck
  -----------------------                               -----------------------
     D. Zubitashvili                                        Birger Munck
     Minister for Fuel                                      President of IDM
     and Energy of Georgia                                  Energy Corporation