Filed by Automated Filing Services Inc. (604) 609-0244 - U.S. Geothermal Inc. - Exhibit 10.2





 Amendment No. 1 to

  “Agreement

  by and between

  U.S. Geothermal Inc.

  And Vulcan Power Company” 

 RECITALS 

 WHEREAS, Vulcan Power Company, a Colorado corporation (“Seller”),
  and U.S. Geothermal Inc., an Idaho corporation (“Buyer”), entered
  into that certain “Agreement” dated December 3, 2002, concerning certain
  assets in Cassia County, Idaho, including specifically, the assets referred
  to by the Agreement in Exhibits A and B (the Seller’s Assets”), and


 WHEREAS, Seller and Buyer now desire to amend certain provisions
  of Exhibit A and Exhibit B; and 

 NOW THEREFORE, Buyer and Seller agree to the following: 

 AGREEMENT TO AMEND 

	1.0 	Buyer and Seller agree to this Amendment No. 1 to the Agreement effective
      on November 15, 2003. 
	 	 
	2.0 	The parties hereby agree that Exhibit A and Exhibit B of the Agreement
      are amended by deleting them in their entirety and replacing them with the
      amended Exhibits attached.


The parties have hereto executed this agreement effective the date provided
  in Section 1.0 above. 

	U.S. Geothermal Inc	Vulcan Power Company
	 	 
	 	 
	___________________________	___________________________
	By:	Daniel Kunz	By: 	Stephen Munson
	 	President	 	CEO & President




	 	Raft River Agreement – Page 1	 
	_________________	 	_________________
	Buyer	 	Seller









 EXHIBIT A – Amendment No. 1 


Real Property


	Parcel No. 1:	 The Northeast 1⁄4 of the Southeast 1⁄4 of Section 22, the Northwest
      1⁄4 of the Southwest 1⁄4 of Section 23, and the East 1⁄2
      of the Southwest 1⁄4 of Section 23, all in Township 15 South, Range
      11 East, Boise Meridian, Cassia County, Idaho 
	 	 
	Parcel No. 2: 	The Southeast 1⁄4 of the Southeast 1⁄4 of Section 22, and the
      Southwest 1⁄4 of the Southwest 1⁄4 of Section 23, all in Township
      15 South, Range 11 East of the Boise Meridian, Cassia County, Idaho, excepting
      and reserving therefrom all dips, spurs, angles, metals, ores, gold
      and silver bearing quartz, mineral bearing rocks and earth therein, and
      all mineral rights, privileges and franchises thereof incident, appendant
      and appurtenant, or therewith usually had and enjoyed. 
	 	 
	Parcel No. 3: 	The South 1⁄2 of the North 1⁄2 of Section 25, and the Southeast
      1⁄4 of Section 25, all in Township 15 South, Range 11 East, Boise Meridian,
      Cassia County, Idaho. 


Geothermal Production, Injection and Monitoring Wells 



PRODUCTION WELLS


	RRGE-1	NE4SE4, Sec. 23, T15S, R26E, B.M.	IDWR Permit #43-GR-19
	RRGE-2	NE4NE4, Sec. 23, T15S, R26E, B.M.	IDWR Permit #43-GR-20
	RRGE-3	SE4NW4, Sec. 25, T15S, R26E, B.M.	IDWR Permit #43-GR-21
	RRGP-4*	SE4SW4, Sec. 23, T15S, R26E, B.M.	IDWR Permit #43-GR-22
	RRGP-5*	NW4SW4, Sec. 23, T15S, R26E, B.M.	IDWR Permit #43-GR-23



INJECTION WELLS


	RRGI-6*	SE4NE4, Sec. 25, T15S, R26E, B.M.	IDWR Permit #43-GR-24
	RRGI-7*	NW4NE4, Sec. 25, T15S, R26E, B.M.	IDWR Permit #43-GR-25



MONITORING WELLS


	MW-1	MW-3	MW-5	MW-7
	MW-2	MW-4	MW-6	 



*The parties hereto understand and agree that the following wells are permitted with the state of Idaho under different well numbers but represent the same wells:


	 	Current Well No.	Permitted Well No.
	 	RRGP-4	RRGE-4
	 	RRGP-5	RRGE-5
	 	RRGI-6	RRGE-6
	 	RRGI-7	RRGE-7




	 	Raft River Agreement – Page 2	 
	_________________	 	_________________
	Buyer	 	Seller









Improvements (all dimensions are approximate) 



PLANT SITE AND/OR SELLER’S ASSETS REAL PROPERTY:


 Pump house – 40’x 30’ 

  Office/shop – 30’x 100’x 50’, including a 15-ton overhead
  bridge crane

  Office/Control Building – 95’x 50’ 

  Storage tank – 300,000 gallon capacity

  Storage ponds – triple lined 2-3 million total capacity

  Two sheds 

  Five underground storage tanks 

  All pipelines on or in Seller’s Assets Real Property 

  Pipeline rights, if any, located off Seller’s Assets 


WELL SITE 1:


 Warehouse building – 40’x 40’x 20’ 

  Office building – 100’x 50’ 

  Well house – 14’x 14’ 


WELL SITE 2:


 Well house – 10’x10’ 

  Weather Station Building – 12’x14’ 

WELL SITE 3: 

Well house – 12’x 14’ 

WELL SITE 4: 

Well house – 10’x 10’ 

WELL SITE 5:

 Well house – 12’x 14’ 

WELL SITE 6: 

 Pump house – 14’x 16’ 

  Instrument building – 10’x 12’ 


WELL SITE 7:



Pump house – 12’x 14’


	 	Raft River Agreement – Page 3	 
	_________________	 	_________________
	Buyer	 	Seller








 Instrument building – 10’x 12’ 

MONITORING WELLS: 

Insulated, steel silos on all sites 

	 	Raft River Agreement – Page 4	 
	_________________	 	_________________
	Buyer	 	Seller








 EXHIBIT B – Amendment No. 1 


Permits 



1) Idaho Department of Water Resources Geothermal Permits:


	 	Permit No.	Well No.
	 	43-GR-19	RRGE-1
	 	43-GR-20	RRGE-2
	 	43-GR-21	RRGE-3
	 	43-GR-22	RRGP-4
	 	43-GR-23	RRGP-5
	 	43-GR-24	RRGI-6
	 	43-GR-25	RRGI-7




	 	Raft River Agreement – Page 5	 
	_________________	 	_________________
	Buyer	 	Seller