Filed by Automated Filing Services Inc. (604) 609-0244 - U.S. Geothermal Inc. - Exhibit 10.14





 EMPLOYMENT AGREEMENT 


  
    
      
          THIS AGREEMENT made as of the 1st day of November 2004 

      

    

  




BETWEEN: 


  
    
      
          US Geothermal Inc., a body corporate having
          an office at Suite B 1509 Tyrell Lane Boise, Idaho 83706

          (the "Company") 

      

    

  




AND: 


  
    
      
          Douglas Glaspey of 1509 Tyrell Lane, Suite
          B, Boise, Idaho 83706

          (the "Employee") 

      

    

  




WHEREAS: 

 (A)                                   
  the Company is in the business of developing its Raft River geothermal property;


 (B)                                   
  the Company wishes to engage the Employee as Chief Operating Officer; and


 (C)                                   
  the parties hereto wish to enter into this Agreement for the purpose of
  fixing the compensation and terms applicable to the employment of the Employee
  during the period hereinafter set out. 

                                          
  NOW THEREFORE THIS AGREEMENT WITNESSES that the parties hereto, in
  consideration of the respective covenants and agreements on the part of each
  of them herein contained, do hereby covenant and agree as follows: 

 1.                                    
  Employment 

                                         
  The Company hereby engages the Employee as Chief Operating Officer of the
  Company, and the Employee hereby accepts such employment, upon the terms and
  conditions hereinafter set out. 

 2.                                    
  Term 

                                         
  This Agreement will be effective from November 1, 2004 and will remain in
  full force and effect for 2 years or until terminated as hereinafter provided.


 3.                                    
  Responsibility 

                                         
  The Employee will devote one hundred percent of his working time to his
  Employment hereunder, and while engaged in his employment will have the authority
  and duty 








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 to perform and carry out such duties and responsibilities
  as are customarily carried out by persons holding similar positions in other
  geothermal companies comparable in size to the Company and such additional and
  related duties as may from time to time be assigned, delegated, limited or determined
  by the President.

 4.                                    
  Other Business Activities 

	 	 (a)      	 It is agreed that the Employee's employment hereunder
        shall constitute one hundred percent of his working time which shall be
        devoted exclusively for the benefit of the Company, and therefore, the
        Employee may not engage in any other business activities, that would interfere
        with, or impede, in any significant manner the performance of his duties
        as Chief Operating Officer of the Company. 



 5.                                    
  Compensation 

                                         
  In consideration of the performance by the Employee of his responsibilities
  and duties as Chief Operating Officer hereunder: 

	 	 (a)      	 the Company will pay the Employee the sum of US$90,000
        per annum, payable in monthly installments. The Employee may elect to
        have any compensation payable hereunder paid into any jurisdiction of
        his choice, but the Company may decline to pay such compensation to the
        Employee at the place specified if the Company determines that such payment
        in such jurisdiction would violate the laws of the jurisdiction of the
        place of payment specified by the Employee or the laws of any other country
        or if the Company otherwise determines that payment to the Employee or
        for his account in such place would be prejudicial to the Company; 

	 	 	 
	 	 (b)      	 the Company will grant the Employee incentive stock
        options in such amount and on such conditions as the Board of Directors
        of the Company may determine from time to time; and 

	 	 	 
	 	 (c)      	 the Company will provide the Employee and his immediate
        family (consisting of spouse and children) with medical, dental and related
        coverages as are or may become available to the other employees of the
        Company. 



 6.                                    
  Expenses 

                                         
  The Company will reimburse the Employee for any and all reasonable and documented
  expenses actually and necessarily incurred by the Employee in connection with
  the performance of his duties under this Agreement. The Employee will furnish
  the Company with an itemized account of his expenses in such form or forms as
  may reasonably be required by the Company and at such times or intervals as
  may be required by the Company. 








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 7.                                    
  Vacation 

                                         
  The Employee will be entitled to a paid vacation of three weeks within each
  12 month period under the terms of this Agreement, to be calculated from the
  date of commencement of employment set forth in Section 2 herein. This vacation
  must be taken on dates which do not adversely compromise the Employee’s
  performance of his duties under this Agreement. 

 8.                                    
  Termination 

                                         
  This Agreement and the Employee's employment may be terminated by the Company
  summarily and without notice, payment in lieu of notice, severance payments,
  benefits, damages or any sums whatsoever, on the occurrence of any one or more
  of the following events: 

	 	 (a)      	 the Employee’s failure to carry out his duties
        hereunder in a competent and professional manner; 

	 
	 	 (b)      	 the Employee’s appropriation of corporate
        opportunities for the Employee’s direct or indirect benefit or his
        failure to disclose any material conflict of interest; 

	 
	 	 (c)      	 the Employee’s plea of guilty to, or conviction
        of, an indictable offence once all appeals (if any) have been completed
        without such conviction having been reversed; 

	 
	 	 (d)      	 the existence of cause for termination of the Employee
        at common law including but not limited to cause related to fraud, dishonesty,
        illegality, breach of statute or regulation, or gross incompetence; 

	 
	 	 (e)      	 failure on the part of the Employee to disclose
        material facts concerning his business interests or employment outside
        of his employment by the Company, provided such facts relate to the Employee’s
        duties hereunder; 

	 
	 	 (f)      	 refusal on the part of the Employee to follow the
        reasonable and lawful directions of the Company; 

	 
	 	 (g)      	 breach of fiduciary duty to the Company on the part
        of the Employee; 

	 
	 	 (h)      	 material breach of this Agreement or gross negligence
        on the part of the Employee in carrying out his duties under this Agreement;
        or 

	 
	 	 (i)      	 a declaration of bankruptcy on the part of the Employee
        by a court of competent jurisdiction. 












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 8.1                                
   In the event of the early termination of the Agreement for any reason set
  out in Section 8 above, the Employee shall only be entitled to such compensation
  as would otherwise be payable to the Employee hereunder up to and including
  such date of termination, as the case may be.

 8.2                                 
  This Agreement and the Employee's employment may be terminated on notice
  by the Company to the Employee for any reason other than for the reasons set
  out in Section 8 above of this Agreement upon one month notice to the Employee.
  In such event, the Employee will be entitled to payment of salary and expenses
  until the date one month after which notice was given. 

 8.3                                 
  This Agreement and the Employee's employment may be terminated on notice
  by the Employee to the Company for any reason upon one month notice to the Company.
  In such event, the Employee will be entitled to payment of salary and expenses
  until the date one month after which notice was given. 

 9.                                    
  Confidential Information 

                                         
  The Employee agrees to keep the affairs and Confidential Information (as
  defined below) of the Company strictly confidential and shall not disclose the
  same to any person, company or firm, directly or indirectly, during or after
  his employment by the Company except as authorized in writing by the Board.
  "Confidential Information" includes, without limitation, the following types
  of information or material, both existing and contemplated, regarding the Company
  or its parent, affiliated or subsidiary companies: corporate information, including
  contractual licensing arrangements, plans, strategies, tactics, policies, resolutions,
  patent, trademark and trade name applications; any litigation or negotiations;
  information concerning suppliers; marketing information, including sales, investment
  and product plans, customer lists, strategies, methods, customers, prospects
  and market research data; financial information, including cost and performance
  data, debt arrangements, equity structure, investors and holdings; operational
  and scientific information, including trade secrets; technical information,
  including technical drawings and designs; any information relating to any mineral
  projects in which the Company has an actual or potential interest; and personnel
  information, including personnel lists, resumes, personnel data, organizational
  structure and performance evaluations. The Employee agrees not to use such information,
  directly or indirectly, for his own interests, or any interests other than those
  of the Company, whether or not those interests conflict with the interests of
  the Company during or after his employment by the Company. The Employee expressly
  acknowledges and agrees that all information relating to the Company, whether
  financial, technical or otherwise shall, upon execution of this Agreement and
  thereafter, as the case may be, be the sole property of the Company, whether
  arising before or after the execution of this Agreement. The Employee expressly
  agrees not to divulge any of the foregoing information to any person, partnership,
  Company or other legal entity or to assist in the disclosure or divulging of
  any such information, directly or indirectly, except as required by law or as
  otherwise 








 - 5 - 

 authorized in writing by the Board. The provisions of this
  Section 9 and Section 9.1 below shall survive the termination of this Agreement.

 9.1                                 
  The Employee agrees that all documents of any nature pertaining to the activities
  of the Company or its related corporate entities, including Confidential Information,
  in the Employee's possession now or at any time during the Employee's period
  of employment, are and shall be the property of the Company and that all such
  documents and copies of them shall be surrendered to the Company when requested
  by the Company.

 10.                                  
  Non-Competition 

                                         
  During the Non-Competition Period (as defined below), the Employee shall
  not, either individually or in partnership or jointly or in conjunction with
  any other person, entity or organization, as principal, agent, consultant, lender,
  contractor, employer, employee, investor, shareholder or in any other manner,
  directly or indirectly, advise, manage, carry on, establish, control, engage
  in, invest in, offer financial assistance or services to, or permit the Employee's
  name or any part thereof to be used by, any business in geothermal resources
  that competes with the business of the Company, its parent, affiliated or subsidiary
  companies, or any business in which the Company, its parent, affiliated or subsidiary
  companies is engaged. For purposes of this Agreement, “Non-Competition
  Period” means a period ending twelve (12) months after the end of the
  termination of this Agreement. 

 11.                                  
  Acknowledgement 

                                         
  The Employee acknowledges that damages would be an insufficient remedy for
  a breach by him of this Agreement and agrees that the Company may apply for
  and obtain any relief available to it in a court of law or equity, including
  injunctive relief, to restrain breach or threat of breach of this Agreement
  by the Employee or to enforce the covenants contained therein and, in particular,
  the covenants contained in Sections 9 and 10, in addition to rights the Company
  may have to damages arising from said breach or threat of breach. 

 12.                                  
  Representations and Warranties 

                                         
  The Employee represents and warrants to the Company that the execution and
  performance of this Agreement will not result in or constitute a default, breach,
  or violation, or an event that, with notice or lapse of time or both, would
  be a default, breach, or violation, of any understanding, agreement or commitment,
  written or oral, express or implied, to which the Employee is currently a party
  or by which the Employee or Employee's property is currently bound. 

 13.                                  
  Governing Law 

                                         
  This Agreement shall be construed and enforced in accordance with the laws
  of the State of Idaho, USA. 








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 14.                                  
  Entire Agreement 

                                         
  This Agreement constitutes the entire agreement between the parties hereto
  with respect to the relationship between the Company and the Employee and supersedes
  all prior arrangements and agreements, whether oral or in writing between the
  parties hereto with respect to the subject matter hereof. 

 15.                                  
  Amendments 

                                         
  No amendment to or variation of the terms of this Agreement will be effective
  or binding upon the parties hereto unless made in writing and signed by both
  of the parties hereto. 

 16.                                   
  Assignment 

                                         
  This Agreement is not assignable by the Employee. This Agreement is assignable
  by the Company to any other company which controls, is controlled by, or is
  under common control with the Company. This Agreement shall enure to the benefit
  of and be binding upon the Company and its successors and permitted assigns
  and the Employee and his heirs, executors and administrators. 

 17.                                   
  Severability 

                                         
  Any provision of this Agreement that is prohibited or unenforceable in any
  jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
  the prohibition or unenforceability and shall be severed from the balance of
  this Agreement, all without affecting the remaining provisions of this Agreement
  or affecting the validity or enforceability of such provision in any other jurisdiction.


 18.                                   
  Headings 

                                         
  The division of this Agreement into Sections and the insertion of headings
  are for convenience or reference only and shall not affect the construction
  or interpretation of this Agreement. 

 19.                                   
  Time of Essence 

                                         
  Time shall be of the essence in all respects of this Agreement. 

 20.                                   
  Independent Legal Advice 

                                         
  The Employee agrees that he has had, or has had the opportunity to obtain,
  independent legal advice in connection with the execution of this Agreement
  and has read this Agreement in its entirety, understands its contents and is
  signing this Agreement freely and voluntarily, without duress or undue influence
  from any party. 








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 21.                                   
  Notice 

                                         
  Any notice required or permitted to be made or given under this Agreement
  to either party shall be in writing and shall be sufficiently given if delivered
  personally, by electronic transmission, or if sent by prepaid registered mail
  to the intended recipient of such notice at their respective addresses set forth
  below or to such other address as may, from time to time, be designated by notice
  given in the manner provided in this Section:

in the case of Company: 

US Geothermal Inc. 

  1509 Tyrell Lane, Suite B 

  Boise, Idaho 83706 

  Attention: Corporate Secretary

 Fax No.: 208 424 1030 

in the case of Employee: 

Douglas Glaspey 

  1509 Tyrell Lane, Suite B 

  Boise, Idaho 83706 

  Fax No.: 208 424 1030 

 21.1                                
  Any notice delivered to the party to whom it is addressed shall be deemed
  to have been given and received on the day it is so delivered or, if such day
  is not a business day, then on the next business day following any such day.
  Any notice mailed shall be deemed to have been given and received on the 10th
  business day following the date of mailing. In the case of facsimile transmission,
  notice is deemed to have been given or served on the party to whom it was sent
  at the time of dispatch if, following transmission, the sender receives a transmission
  confirmation report or, if the sender’s facsimile machine is not equipped
  to issue a transmission confirmation report, the recipient confirms in writing
  that the notice has been received. 

                                          
  IN WITNESS WHEREOF the parties hereto have executed this Agreement
  as of the day and year first above written. 

 US GEOTHERMAL INC. 

	By:	 	 
	 	Authorized Signatory 	 


SIGNED by the Employee in the presence of: 

	 	 	 
	 Witness  	 	 Douglas Glaspey  
	 	 	 
	 	 	 
	 	 	 
	 Printed Name of Witness