Filed by Automated Filing Services Inc. (604) 609-0244 - U.S. Geothermal Inc. - Exhibit 10.40






UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 6, 2007.

WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE
AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES
UNDERLYING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,
TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF
THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A
CANADIAN RESIDENT UNTIL OCTOBER 6, 2007.

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES
ACT") OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH
SECURITIES, AGREES FOR THE BENEFIT OF U.S. GEOTHERMAL INC. (THE "CORPORATION")
THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY: (A) TO THE CORPORATION, (B) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE U.S. SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN
ACCORDANCE WITH RULE 904 OF REGULATIONS UNDER THE U.S. SECURITIES ACT IF
AVAILABLE, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S.
SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND
IN COMPLIANCE WITH ANY STATE SECURITIES LAWS, OR (E) WITH THE PRIOR WRITTEN
CONSENT OF THE CORPORATION, PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION
UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE, SECURITIES LAWS;
PROVIDED THAT, IN CONNECTION WITH A TRANSFER PURSUANT TO (C), (D) OR (E) ABOVE,
AN OPINION OF COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE
CORPORATION HAS BEEN PROVIDED TO THE CORPORATION TO SUCH EFFECT.

BROKER WARRANT
TO PURCHASE UP TO <>
COMMON SHARES 
OF U.S. GEOTHERMAL INC.

THIS IS TO CERTIFY THAT for valuable
consideration, <> (the "Holder") is entitled, at any time prior to
5:00 p.m., Vancouver time, on December 5, 2008, upon and subject to the terms
and conditions set forth herein and in the schedules attached hereto, including
the execution of the Representation Letter attached hereto as Schedule "C" which
schedules form an integral part hereof and shall be deemed to be incorporated
herein (the whole being referred to herein as this "Broker Warrant Certificate"
and the rights of the Holder represented by this Broker Warrant Certificate
being referred to herein as this "Broker Warrant"), to subscribe in whole or in
part for up to <> shares of common stock, US$ 0.001 par value ("Common
Shares" and which term shall include any other shares or securities to be issued
in addition thereto or in substitution or replacement therefor as provided
herein) of U.S. Geothermal Inc. (the "Corporation"), a corporation incorporated
pursuant to the laws of the State of Delaware.

The purchase price (the purchase price in effect from time to
time being called the "Exercise Price") payable for each Common Share subscribed
for upon the exercise of this Broker Warrant shall be $2.08, subject to
adjustment in the events and in the manner set forth herein. No fractional
Common Shares will be issuable upon any exercise of this Broker Warrant and the
Holder will not be entitled to any cash payment or compensation in lieu of a
fractional Common Share.

This Broker Warrant shall become wholly void and the
unexercised portion of the subscription rights represented hereby will expire
and terminate at 5:00 p.m., Vancouver time, on December 5, 2008 (the "Expiry
Time").




- 2 -

All Common Shares which are to be issued upon the exercise of
this Broker Warrant shall be issued to the Holder, upon payment therefor of the
amount for which the Common Shares which may at the time be purchased pursuant
to the provisions hereof, and the Holder shall be deemed to have become the
holder of record of such Common Shares, on the date of delivery of this Broker
Warrant Certificate together with payment for the Common Shares so subscribed
for, unless the transfer books of the Corporation shall be closed on such date,
in which event the Common Shares so subscribed for shall be deemed to be issued,
and the Holder shall be deemed to have become the holder of record of such
Common Shares, on the date on which such transfer books are reopened and such
Common Shares shall be issued at the purchase price in effect on the date of
delivery of this Broker Warrant Certificate together with payment for the Common
Shares subscribed for by the Holder.

The Holder may purchase less than the number of Common Shares
which the Holder is entitled to purchase hereunder on delivery of this Broker
Warrant Certificate, in which event a new certificate, in form identical hereto
but with appropriate changes, representing the Common Shares not purchased,
shall be issued to the Holder.

This Broker Warrant does not entitle the Holder to any rights
or interest whatsoever as a shareholder of the Corporation or any other rights
or interests except as expressly provided in this Broker Warrant
Certificate.

This Broker Warrant may be assigned and transferred by the
Holder thereof on notice to the Corporation and subject to compliance by the
Holder with applicable laws.

If this Broker Warrant Certificate or any replacement hereof
becomes stolen, lost, mutilated or destroyed, the Corporation shall, on such
terms as it may in its discretion impose, acting reasonably, issue and deliver a
new certificate, in form identical hereto but with appropriate changes,
representing any unexercised portion of the subscription rights represented
hereby to replace the certificate so stolen, lost, mutilated or destroyed.

By acceptance hereof, the Holder hereby represents and warrants
to the Corporation that the Holder is acquiring this Broker Warrant as principal
for its own account and not for the benefit of any other person.

All amounts of money referred to in this Broker Warrant
Certificate refer to lawful money of the United States of America.

This Broker Warrant shall enure to the benefit of, and shall be
binding upon, the Holder and the Corporation and their respective
successors.




- 3 -

IN WITNESS WHEREOF the Corporation has caused this Broker
Warrant Certificate to be issued under the signature of a properly authorized
officer of the Corporation.

          DATED
  as of the 5th day of June, 2007.

	 		U.S. GEOTHERMAL INC. 
	 	  	 
	 	By: 	________________________________________________
	 		Authorized Signatory  






SCHEDULE A

Additional Terms and Conditions of this Broker
Warrant

	1. 	
      Exercise: In the event that the
      Holder desires to exercise the right to purchase Common Shares conferred
      hereby, the Holder shall (a) complete to the extent possible in the manner
      indicated and execute a subscription form in the form attached as Schedule
      B to this Broker Warrant Certificate, (b) surrender this Broker Warrant
      Certificate to the Corporation in accordance with section 7 of Section A
      to the Broker Warrant Certificate, and (c) pay the amount payable on the
      exercise of this Broker Warrant in respect of the Common Shares subscribed
      for by certified cheque, bank draft or money order in lawful money of the
      United States of America payable to the Corporation or by transmitting
      same day funds in lawful money of the United States of America by wire to
      such account as the Corporation shall direct the Holder. Upon such
      surrender and payment as aforesaid, the Holder shall be deemed for all
      purposes to be the holder of record of the number of Common Shares to be
      so issued and the Holder shall be entitled to delivery of certificates
      representing such Common Shares and the Corporation shall cause such
      certificate or certificates to be delivered to the Holder at the address
      specified in the subscription form, as soon as practicable, but in any
      event, within five business days of such surrender and payment as
      aforesaid. No fractional Common Shares will be issuable upon any exercise
      of this Broker Warrant and the Holder will not be entitled to any cash
      payment or compensation in lieu of a fractional Common Share.

	 	 
	2. 	
      Covenants, Representations and
      Warranties: The Corporation hereby covenants and agrees
      that it is authorized to issue the Common Shares from time to time
      subscribed for and purchased in the manner provided in this Broker Warrant
      Certificate and the certificates representing such Common Shares to be
      issued and that, at all times prior to the Expiry Time, it will reserve
      and there will remain unissued a sufficient number of Common Shares to
      satisfy the right of purchase provided in this Broker Warrant Certificate.
      The Corporation hereby further covenants and agrees that it will at its
      expense expeditiously use its best efforts to obtain the listing of such
      Common Shares (subject to issue or notice of issue) on each stock exchange
      or over-the-counter market on which the Common Shares may be listed from
      time to time. All Common Shares which are issued upon the exercise of the
      right of purchase provided in this Broker Warrant Certificate, upon
      payment therefore, of the amount at which such Common Shares may be
      purchased pursuant to the provisions of this Broker Warrant Certificate,
      shall be and be deemed to be fully paid and non-assessable shares and free
      from all taxes, liens and charges with respect to the issue thereof. The
      Corporation hereby represents and warrants that this Broker Warrant
      Certificate is a valid and enforceable obligation of the Corporation,
      enforceable in accordance with the provisions of this Broker Warrant
      Certificate.

	 	 
	3. 	
      Adjustment Provisions: In case of
      any reclassification, capital reorganization, stock dividend, or other
      change of outstanding Common Shares, or in case of any consolidation or
      merger of the Corporation with or into another corporation (other than a
      consolidation or merger in which the Corporation is the continuing
      corporation and which does not result in any reclassification, capital
      reorganization, stock dividend, or other change
of







- 2 -

		
      outstanding Common Shares), or in case of any sale or
      conveyance to another corporation of the property of the Corporation as,
      or substantially as, an entirety (other than a sale/leaseback mortgage or
      other financing transaction), the Corporation shall cause effective
      provision to be made so that the Holder shall have the right thereafter,
      by exercising this Broker Warrant, to purchase the kind and number of
      Common Shares others securities or property (including cash) receivable
      upon such reclassification, capital reorganization, stock dividend, or
      other change, consolidation, merger, sale or conveyance as the Holder
      would have been entitled to receive had the Holder exercised this Broker
      Warrant in full immediately before such reclassification, capital
      reorganization, stock dividend, or other change, consolidation, merger,
      sale or conveyance. Any such provision shall include provision for
      adjustments that shall be as nearly equivalent as may be practicable to
      the adjustments provided for in this Section 3. The foregoing provisions
      shall similarly apply to successive reclassifications, capital
      reorganizations, stock dividends, and other changes of outstanding Common
      Shares and to successive consolidations, mergers, sales or conveyances.
      The Corporation shall have the exclusive authority to make all such
      adjustments.

	 	 
	4. 	
      Further Assurances: The Corporation
      hereby covenants and agrees that it will do, execute, acknowledge and
      deliver, or cause to be done, executed, acknowledged and delivered, all
      and every such other act, deed and assurance as the Holder shall
      reasonably require for the better accomplishing and effectuating of the
      intentions and provisions of this Broker Warrant Certificate.

	 	 
	5. 	
      Time: Time shall be of the essence
      of this Broker Warrant Certificate.

	 	 
	6. 	
      Laws: This Broker Warrant
      Certificate shall be construed in accordance with the laws of the Province
      of Ontario and the laws of Canada applicable therein'.

	 	 
	7. 	
      Notices: All notices or other
      communications to be given under this Broker Warrant Certificate shall be
      delivered by hand or by telecopier and, if delivered by hand, shall be
      deemed to have been given on the delivery date and, if sent by telecopier,
      on the date of transmission if sent before 4:00 p.m. on a business day or,
      if such day is not a business day, on the first business day following the
      date of transmission.




	 	Notices to the Corporations shall be addressed
      to : 
	 	  
	 	U.S. Geothermal Inc. 
	 	1509 Tyrell Lane, Suite B 
	 	Boise, Idaho USA 
	 	83706 



	 	Attention: 	Daniel Kunz, Chief Executive Officer 
	 	Telecopier: 	208-424-1030 






- 3 -

	 	Notices to the Holder shall be addressed to: 
	 	<>
	 	  
	 	Attention: <>
	 	Telecopier: <>


The Corporation or the Holder may change its address for
service by notice in writing to the other of them specifying its new address for
service under this Broker Warrant Certificate.

	8. 	Legends on Common Shares: 
	  	  	  	  
		(1) 	Common Shares: Any certificate representing
      Common Shares issued upon the exercise of this Broker Warrant prior to the
      date which is four months and one day after the date hereof will bear the
      following legends: 
	  	  	  	  
			(i) 	"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER
      OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 6 ,2007." 
	  	  	  	  
			(ii) 	WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE
      AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES
      REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED
      OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE
      OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL,
      OCTOBER 6. 2007. 
	  	  	  	  
	  	  	And 	  
	  	  	  	  
			(iii) 	THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
      UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES
      ACT") OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH
      SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES
      MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY: (A) TO U.S.
      GEOTHERMAL INC. (THE "CORPORATION"), (B) PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE U.S. SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN
      ACCORDANCE WITH RULE 904 OF REGULATIONS UNDER THE U.S. SECURITIES ACT, IF
      AVAILABLE, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S.
      SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE,
      AND IN COMPLIANCE WITH ANY STATE SECURITIES LAWS, OR (E) WITH THE PRIOR
      WRITTEN CONSENT OF THE CORPORATION, PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION
      UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS;
      PROVIDED THAT, IN CONNECTION WITH A TRANSFER PURSUANT TO (C), (D) OR (E)
      ABOVE, AN OPINION OF COUNSEL, OF RECOGNIZED STANDING REASONABLY SATISFACTORY
      TO THE CORPORATION HAS BEEN PROVIDED TO THE CORPORATION TO SUCH EFFECT.
    


provided that at any time subsequent to the date which is four
months and one day after the date hereof any certificate representing such
Common Shares may be exchanged for a certificate or certificates bearing neither
legend in paragraphs (i) and (ii) above. The Corporation hereby covenants and
agrees that it will use the best efforts thereof to deliver or to cause to be
delivered a certificate or certificates representing such Common Shares bearing
no such legends as soon as practicable, but in any event, within five business
days after receipt of the legended certificate or certificates.




SCHEDULE B

TO: U.S. GEOTHERMAL INC.

SUBSCRIPTION FORM

The undersigned hereby subscribes for shares of Common stock,
par value US $0.0001 ("Common Shares") of U.S. Geothermal Inc. (the
"Corporation") (or such other number of Common Shares or other securities to
which such subscription entitles the undersigned in lieu thereof or in addition
thereto pursuant to the provisions of the broker warrant certificate (the
"Broker Warrant Certificate") dated as of the 5th day of June, 2007
issued by the Corporation to the Holder) at the purchase price of $2.08 per
Common Share (or at such other purchase price as may then be in effect under the
provisions of the Broker Warrant Certificate) and on and subject to the other
terms and conditions specified in the Broker Warrant Certificate and hereunder
and encloses herewith a certified cheque, bank draft or money order in lawful
money of Canada payable to the Corporation or has transmitted same day funds in
lawful money of Canada by wire to such account as the Corporation directed the
undersigned in payment of the subscription price.

By executing this subscription form the undersigned represents
and warrants that the undersigned acknowledges the restrictions on transfer
applicable to the common shares under the United States Securities Act of
1933, as amended).

The undersigned represents it is acquiring the Common Shares
solely for its own account and not as a nominee for any other party and not with
a view toward the resale or distribution thereof except in compliance with
applicable securities laws.

The undersigned represents and warrants that it received the
Broker Warrant directly from the Corporation as partial payment for agency
services rendered in connection with the offering of Common Shares of the
Corporation which closed on June 5, 2007, and (i) is on the date of exercise,
and was on the date of acquisition of the Broker Warrant, an institutional
“accredited investor” (“Institutional Accredited Investor”) that satisfies one
or more of the criteria set forth in Rule 501(a)(1), (2), (3) or (7) of
Regulation D under United States Securities Act of 1933, as amended (the "U.S.
Securities Act"), and is exercising the Broker Warrant for its own account, (ii)
has had access to such current public information concerning the Corporation as
it considered necessary in connection with its investment decision, (iii)
understands that the common shares have not been registered under the U.S.
Securities Act, (iv) agrees to the restrictions on transfer and resale more
fully described in the Broker Warrant Certificate.

The undersigned represents and warrants that it is an
“accredited investor” as that term is defined in National Instrument 45-106 of
the Canadian Securities Administrators.

All amounts referred to in this subscription form refer to
lawful money of the United States of America.




- 2 -

The undersigned hereby directs that the Common Shares
subscribed for be registered and delivered as follows:

	Name in
      Full 	 	Address 	 	Number of 
		 	(include Postal Code) 	 	Common Shares 


DATED this _______ day of ______, 200_.

	 	___________________________________________
	 	(Print Name of Holder)
	 	 
	 	 
	 	By:
    ___________________________________________
	 	           
         Name: 
	 	           
         Title: 






SCHEDULE C

REPRESENTATION LETTER

TO: U.S. Geothermal Inc. (the “Corporation”)

	1. 	
      As consideration for the services provided as agent in
      connection with the issue and sale of shares of common stock of the
      Corporation (the "Offering") closing on June 5, 2007 (the "Closing Date"),
      the Corporation has agreed to issue to <> (the "Agent") on the
      Closing Date, a broker warrant (the "Broker Warrant") which will entitle
      the Agent to purchase up to <> shares of common stock of the
      Corporation, US$ 0.001 par value (the "Common Shares") at a price per
      Common Share of $2.08 at any time prior to 5:00 p.m. (Vancouver time) on
      December 5, 2008. The Broker Warrant and the Common Shares are
      collectively referred to herein as the "Securities").

	 	 	 
	2. 	
      By executing this Representation Letter, the Agent
      represents, warrants and covenants to the Corporation, (and acknowledges
      that the Corporation is relying thereon) as follows:

	 	 	 
		(a) 	
      it understands that the Securities have not been
      registered under the United States Securities Act of 1933, as amended (the
      "U.S. Securities Act"), or any applicable state securities laws and that
      the offer and sale of the Broker Warrant to it will be made in reliance
      upon an exemption from registration available to the Corporation for
      offers and sales to institutional "accredited investors" ("Institutional
      Accredited Investors") that satisfy one or more of the criteria set forth
      in Rule 501(a)(1), (2), (3) or (7) of Regulation D under U.S. Securities
      Act;

	 	 	 
		(b) 	
      it has such knowledge and experience in financial and
      business matters as to be capable of evaluating the merits and risks of
      its investment in the Securities;

	 	 	 
		(c) 	
      it is an “accredited investor” as that term is defined in
      National Instrument 45-106 of the Canadian Securities
    Administrators;

	 	 	 
		(d) 	
      it is an Institutional Accredited Investor and is
      acquiring the Securities for its own account and not on behalf of any
      other person for investment purposes only and not with a view to any
      resale, distribution or other disposition of the Securities in violation
      of United States federal or state securities laws;

	 	 	 
		(e) 	
      it acknowledges that it has not received the Broker
      Warrant as a result of any general solicitation or general advertising (as
      those terms are used in Regulation D under the U.S. Securities Act),
      including any advertisements, articles, notices or other communications
      published in any newspaper, magazine or similar media or broadcast over
      radio or television, or any seminar or meeting whose attendees have been
      invited by general solicitation or general advertising;

	 	 	 
		(f) 	
      it understands and acknowledges that the Securities are
      currently "restricted securities" within the meaning of Rule 144 under the
      U.S. Securities Act and that if it decides to offer, sell or otherwise
      transfer any of the Securities, the Securities may be offered, sold or
      otherwise transferred only: (i) to the
Corporation,







- 2 -



			 (ii) pursuant to an effective registration
        statement under the U.S. Securities Act (iii) outside the United States
        in compliance with the requirements of Rule 904 ofRegulation S under the
        U.S. Securities Act and in compliance with applicable local laws and regulations,
        (iv) in compliance with an exemption from registration under the U.S.
        Securities Act provided by Rule 144 or Rule 144A thereunder, if available,
        and, in either case, in compliance with any applicable state securities
        laws, or (v) in a transaction that does not require registration under
        the U.S. Securities Act or any applicable state securities laws, and,
        in the case of a proposed transfer pursuant to (iv) or (v) above, it has
        furnished to the Corporation an opinion of counsel or other evidence of
        exemption in form and substance satisfactory to the Corporation to such
        effect;

	 	 	 	 
	 	(g) 	 it will provide to the Corporation, on exercise
        of the Broker Warrant prior to effectiveness of any registration statement
        covering the Common Shares, a written certification that it received the
        Broker Warrant directly from the Corporation in connection with the Offering
        and (i) is on the date of exercise, and was on the date of acquisition
        of the Broker Warrant, an Institutional Accredited Investor, and is exercising
        the Broker Warrant for its own account, (ii) has had access to such current
        public information concerning the Corporation as it considered necessary
        in connection with its investment decision, (iii) understands that the
        common shares have not been registered under the U.S. Securities Act,
        (iv) agrees to the restrictions on transfer and resale more fully described
        in this Broker Warrant Certificate;

	 	 	 	 
	 	(h) 	 it understands that the certificates representing
        the Common Shares issued upon exercise of the Broker Warrant prior to
        effectiveness of any registration statement covering the Common Shares
        will bear a legend restricting transfer without registration under the
        U.S. Securities Act and applicable state securities laws unless an exemption
        from registration is available;

	 	 	 	 
	 	(i) 	 it consents to the Corporation making a notation
        on its records or giving instructions to any transfer agent of the Securities
        in order to implement the restrictions on transfer set forth and described
        herein; and

	 	 	 	 
	 	(j) 	 it understands and acknowledges that it is
        making the representations and warranties and agreements contained herein
        with the intent that the they may be relied upon by the Corporation in
        determining its eligibility to receive the Broker Warrant.





	Dated: 	          [Name
      of Holder] 
	 	  
	 	By:
      _______________________________________________
	 	Title: