Exhibit 10.38

                       Revised Memorandum of Understanding
               Agreement to Jointly Develop a 2 by 50 Tons Per Day
                  Plant for the Treatment of Industrial Wastes
                                In Taipei, Taiwan

between

IDM Environmental Corp. - 396 Whitehead Ave. South River, NJ 08882, USA

Hao Ching Technology Consultants,  Inc. - 13200 Campus Drive, Oakland, CA 94619,
USA


                                             Hereinafter, collectively, IDM Asia

and

Five - Nines  Technology  Company - No. 15 7, Lane 182, Sec 2 Wen Hwa Road, Pang
Chiao, Taipei County, Taiwan, R.O.C.

                                                        Hereinafter Five - Nines

Whereas,

1.   The Republic of China has an urgent need to develop permanent  solutions to
     deal with a serious environmental and social problems presented by the ever
     increasing and accumulated  volumes of industrial  wastes. To this end, the
     government of Taiwan has instituted  policies,  legislation and regulations
     to  encourage  (and  simplify)  the  private  sector  development  of waste
     processing and waste to energy facilities. Among the regulations instituted
     is the requirement  that any electric power produced from  cogeneration (or
     waste to energy  plants)  must be  purchased  by the  utility for a minimum
     equivalent of $0.04 per kw-hr.

2.   Five - Nines and IDM Asia have  expressed  a keen and  urgent  interest  in
     developing a facility to process industrial wastes from Taipei City, Taipei
     County and other locations within Taiwan as secured by Five - Nines through
     their core waste handling and disposal business.

3.   IDM Asia brings  engineering  and  construction  expertise and resources as
     well as access to proprietary technology for the processing of a wide range
     of  conventional,  industrial  and  hazardous  wastes  and  thus has a deep
     interest in developing waste to energy  facilities in partnership with Five
     - Nines .

Therefore, the parties agree as follows:

1.   Five - Nines and IDM Asia agree to  establish a Joint  Venture  partnership
     for the development of waste to energy and waste  processing  facilities in
     Taiwan for sites owned by and designated by Five - Nines.


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2.   The facility  will be jointly  developed  and owned by both  parties,  each
     party  sharing  the  project  risks  and  rewards  in  accordance  with the
     following ownership structure: Five - Nines will own 60% of the Project and
     IDM Asia will own the remaining 40%. The Parties recognize, and agree, that
     Five - Nines also brings an additional, unique and essential benefit to the
     Project in the form of its existing waste  contracts,  contacts  within the
     industry and access to the waste with the highest value to the project.  As
     such,  the Parties  agree that these  benefits  entitle  Five - Nines to an
     additional level of ownership  percentage over and above that corresponding
     to the value of its cash (or cash  equivalent)  equity  contribution to the
     project.  The Parties agree that the value of this benefit will be up to 5%
     The attached  Conceptual Project  description  provides a tabulation of the
     value of the equity  investments  envisioned by both  parties.  The parties
     agree that this  ownership  breakdown  will be subject to revision if there
     are any changes to the value of equity investment contributions from either
     party following completion of the feasibility study.

3.   As presently  envisioned the equity  contributions  from each party will be
     based in accordance with the following activities and provisions:

          a.   Five - Nines  will  contribute  the  land  for the  project.  The
               parties   currently    estimate   that   this   contribution   is
               approximately $ 5.0 million USD (160 million NTD).

          b.   IDM Asia will contribute the equipment for generating thermal and
               electrical  energy  that will be sourced  from its  inventory  of
               power generating  equipment.  The parties estimate that the value
               of the power equipment and technical  services is approximately $
               4.3 million USD (138 million NTD).

     The value of these  equity  contributions  will be  verified by third party
     appraisals to be performed during the feasibility study phase.

4.   Based on current  estimates of the Project costs  described in the attached
     Conceptual Project Description,  the Parties agree that the project will be
     financed by securing third party  (non-recourse)  project financing for the
     costs of the  project  net of the  equity  contributions  described  in # 3
     above.  The  Parties  estimate  that  the  amount  to be  financed  will be
     approximately $ 13 million USD (416 million NTD).

5.   The role of each Party in this joint venture  partnership  is envisioned as
     follows:

          a.   Five - Nines will have  majority  ownership  of the  plant(s) and
               will provide the land and the contracts  for waste  processing in
               accordance with established tipping and processing fees.

          b.   IDM Asia will be  responsible  for the design,  construction  and
               start-up and operation of the plant(s).


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          c.   Five - Nines and IDM Asia will work  together  to secure the most
               advantageous  terms for  third-party  project  financing  for the
               project(s).

6.   Five Nines will  retain  majority  ownership  of the  plant(s)  with a 60 %
     equity interest in the project(s). IDM Asia will have a 40% equity interest
     in the  project(s),  subject  to the  provisions  of # 2 above.  The equity
     contributions are in accordance with the provisions described in # 3

7.   The Parties agree to develop this project in a mutually  exclusive  fashion
     and that  neither  party will commit to bring in any other  equity  partner
     without the express  consent and approval of the other  party.  The Parties
     further  agree not to  circumvent  each other.  Five - Nines  agrees not to
     contact any suppliers of waste to energy or waste  processing  technologies
     or any  contractors or  engineering  companies in regards to these projects
     without the express  knowledge and consent of IDM Asia. IDM Asia agrees not
     to  contact  any waste  handling  and  disposal  companies  or  incinerator
     developers without the express consent and approval of Five - Nines.

8.   Upon execution of this MOU, Five - Nines and IDM agree to immediately begin
     the development of a detailed feasibility study. The feasibility study will
     build upon the Conceptual  Project  Description  (attached to this MOU) and
     will include the following major tasks:

          a.   Waste fuel  profile and  analysis for  Industrial  Solid  Wastes,
               Industrial   solvents   and  other   liquid   wastes   and  other
               (non-hazardous) organic products and Industrial waste sludges.

          b.   Develop  a more  detailed  preliminary  design  of the  facility,
               including a more refined and detailed  project cost  estimate and
               project schedule.

          c.   Develop the preliminary technical and environmental data required
               to initiate  discussions  and  submittals  to secure the required
               Taiwan  EPA and  Ministry  of  Construction  permits.  Review all
               applicable  regulations  and  requirements  and will  include the
               development of a draft Environmental Impact Assessment (EIA).

          d.   Develop the required  technical and design  information  required
               for submittals to the Taiwanese  Government_s Energy Committee to
               secure government  approval as a  _co-generator._  Following this
               approval,  the parties will initiate discussions with Taipower to
               secure a long-term (e.g. 20 year) Power Purchase  Agreement (PPA)
               in accordance  with the provisions of the Taiwanese  Cogeneration
               Law (requiring that Taipower purchase the electric power produced
               by approved cogeneration facilities).

          e.   Based on the project design developed above, a detailed financial
               analysis  and  profile  will be  developed  as a basis  to  begin
               discussions with potential sources of third-party financing.


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               The costs for the feasibility study will be shared by the parties
               in accordance with the equity ownership  breakdown described in #
               3 above  with IDM Asia  taking  the lead  responsibility  for the
               development  of this study and  financing  its share of the costs
               with in-kind  contribution for engineering.  The costs associated
               with the development of the  feasibility  study will be carefully
               tabulated and controlled and fully reported to the Parties. Prior
               to  commencing  the  performance  of the  feasibility  study  the
               parties will establish a cost structure for engineering  manhours
               and out-of-pocket  (e.g. travel) expenses that will be considered
               allowable costs on the project.  Based on a monthly review of the
               expenditures of each party associated with the feasibility study,
               the parties agree to reinburse each other in accordance  with the
               breakdown of equity ownership  breakdown  described in # 3 above.
               The  parties  currently  estimate  that  the  total  cost of this
               feasibility  study  will not  exceed $ 300,000  USD (9.6  million
               NTD).

9.   The parties  acknowledge  that in connection  with the  development  of the
     project  disclosures  will be made by Five - Nines  to IDM  Asia and by IDM
     Asia  to Five -  Nines  ,  orally  and in  writing,  of a wide  variety  of
     information and documents,  a substantial part of which is confidential and
     proprietary  in  nature  (_Confidential  Information_).   The  Confidential
     Information is of special and unique order and constitutes valuable assets.
     Accordingly,  the parties  agree that,  prior to the closing of the project
     agreement,  the Confidential  Information will be held in strict confidence
     at all times,  provided that in furtherance of the project, the parties may
     make the Confidential  Information available to their respective agents and
     advisors  and to a  limited  number  of  financial  institutions  and other
     investors  and their  agents and advisors  (_Institutions_),  each of which
     shall agree to hold the Confidential  Information in strict confidence.  In
     the event discussions concerning the project are terminated for any reason,
     the parties and their  respective  agents and advisors and the institutions
     and  their  agents  and  advisors  will  continue  to  maintain  in  strict
     confidence  and will not use any of the  Confidential  Information  learned
     from the other party.


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IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  this  Memorandum  of
Understanding on this _______ day of February,1998


IDM  ENVIRONMENTAL CORP                             Five - Nines


Name:                                                Name:
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HAO CHING TECHNOLOGY CONSULTANTS,  INC.

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