Filed by Automated Filing Services Inc. (604) 609-0244 - U.S. Geothermal Inc. - Exhibit 10.9





 COWANS & COMPANY LTD.

  95 Howard Ave. 

  Oakville, ON 

  L6J 3Y4 

	 	 
	 U.S. Geothermal Inc.  	  
	 1509 Tyrell lane, Suite B,  	  
	 Boise, Idaho  	 February 1, 2004  
	 USA  	  
	 83706  	  
	  
	 Dear Sirs:  	  



Re: Fiscal Consulting Agreement 

 Cowans & Company Ltd. ("Cowans") would be pleased
  to act on behalf of U.S. Geothermal Inc. and its successors (the "Company")
  to assist in developing relationships with analysts and institutional investors
  as follows:

	1. 	 Services Cowans
        will provide to the Company during the Term (as herein defined) and any
        renewal thereof the services of Consultant as follows: 

	 	 	 
	 	 a)      	 assist the company in the creation of a marketing
        strategy, representing the Company in presentations to analysts and investors,
        with the objective of creating awareness of the Company; assist the Company
        in the development of and continuous monthly updating of a Power Point
        presentation and corresponding hand out materials for existing and prospective
        investors and shareholders 

	 
	 	 b)      	 identify and contact appropriate investment industry
        analysts in Canada and in the United States. In the case of the US, the
        focus will be on those analysts based in New York city; 

	 
	 	 c)      	 arrange follow up meetings with the target analysts
        to introduce senior management of the Company; 

	 
	 	 d)      	 maintain existing relationships with analysts and
        potential investors known to the Company; 

	 
	 	 e)      	 report to the company on developments with regard
        to these relationships; 

	 


	2.	Fees The Company agrees to pay Cowans US$2,000 per
        month for a  period of six months that will be subject to written
        renewal. If as a direct result of  introductions to investors by
        Cowans the Company raises debt or equity financing  













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	 	 ("Financing Transaction"), the Company will pay
        a success fee of 5% (five percent) of the net proceeds to the Company
        resulting from any Financing Transaction. As additional consideration,
        subject to an available prospectus exemption and to required regulatory
        approvals, including the approval of the TSX Venture Exchange, the Company
        shall grant to Cowans compensation options entitling the Cowans to purchase
        that number of securities equal to 5% (five percent) of the number of
        securities issued by the Company in respect of the Financing Transaction.
        In addition, should the Financing Transaction involve the issue of warrants
        to the Investors, or any other right to purchase Common Shares or convert
        the instrument that is the subject of the Financing Transaction into Common
        Shares, the Company shall grant to Cowans compensation options entitling
        the Cowans to purchase that number of Common Shares equal to 5% (five
        percent) of such Common shares that are to be issued to the Investors
        upon a full exercise of such rights. 

	 
	 	 Compensation options will be exercisable from the
        date of grant for 18 months from the date of closing the Financing Transaction
        at a purchase price per share equal to the price per share equal to the
        Financing Transaction as approved by the TSX. Venture Exchange. 

	 
	 3.      	 Expenses It is expected that travel to New
        York will be required. The Company shall reimburse Cowans for all reasonable
        out-of-pocket expenses incurred by Cowans in providing services hereunder,
        including but not limited to travel, courier, and telephone costs. Any
        single expense over $100 shall require pre- approval by the Company. 

	 
	 4.      	 Payment of Fees and Expenses Payment shall
        be made against invoices as at the last business day monthly, in advance,
        commencing on the execution of this agreement. 

	 
	 5.      	 Term Subject to paragraph 6, the term of
        this agreement (the "Term") shall commence on February 1, 2004 and shall
        end on July 30, 2004. 

	 
	 6.      	 Termination The Company may terminate this
        agreement at any time on 30 days' notice without liability for damages
        or otherwise, except for its continuing obligations as set out herein,
        including without limiting the foregoing, those obligations set forth
        in sections 4, 9 and 10 herein. 

	 
	 	 Cowans may terminate this agreement by notice in
        writing to the Company at any time. 

	 










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	 	 Previously accrued fees and expenses unpaid at
        the time of termination shall remain payable to Cowans at the time of
        such termination. Nothing contained herein shall prejudice the Company's
        other rights and remedies upon termination of this agreement, at law,
        in equity or otherwise. 

	 
	 7.      	 Notification of Actions The Company shall
        promptly notify Cowans of any suit, proceeding or other action commenced
        or taken against the Company or any facts or circumstances of which the
        Company is aware which may reasonably form the basis of any suit, proceeding
        or action against the Company. 

	 
	 8.      	 Indemnity The Company covenants and agrees
        to indemnify Cowans as provided for in Schedule "A" attached hereto, which
        schedule is hereby incorporated into and forms part of this agreement.
      

	 
	 9.      	 Confidentiality of Information Cowans will
        keep all information, data and documents provided to it in connection
        herewith confidential and shall not disclose any of the same not previously
        disclosed to the public except: (a) to employees of the Company or its
        affiliates; (b) as may be required by law in connection with any legal,
        stock exchange or regulatory proceedings; or (c) with the consent of the
        Company. 

	 
	 10.      	 Confidentiality of Dealings Cowans will
        keep confidential all dealings with potential investors and agrees that
        at all times in dealings with potential investors and otherwise in connection
        with the Company, Cowans will comply with all applicable laws and all
        applicable rules, regulations and policies of all regulatory bodies having
        jurisdiction, including without limitation, the TSX Venture Exchange.
      

	 
	 11.      	 Jurisdiction This agreement will be governed
        by and construed according to the laws prevailing in the Province of Ontario.
      

	 
	 12.      	 Counterparts This agreement may be executed
        in one or more counterparts, in facsimile or original form, and when so
        executed shall form one agreement. 



 If this agreement accurately reflects your understanding of
  the terms of our agreement and you agree to be legally bound thereby, please
  execute this letter (in counterparts, if necessary) where indicated below and
  return a copy to Cowans & Company Ltd.. (attn: Fred Cowans, President).










Yours very truly, 


COWANS & COMPANY LTD.

 Per: _________________________

          J. Frederick Cowans, President 


The foregoing accurately reflects the terms of the Consulting Agreement that we hereby agree to enter into and the undersigned agrees to be legally bound hereby. 

 Accepted this 1 st day of February 2004 

  U.S. GEOTHERMAL INC. 

 By: _________________________


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SCHEDULE "A"

 U.S. Geothermal Inc. (the "Indemnitor") hereby agrees
  to indemnify and hold Cowans & Company Ltd. and the members of its syndicate
  and/or any of their respective affiliates (hereinafter referred to collectively
  as the "Agents") and their directors, officers, employees, agents and shareholders
  (hereinafter referred to as the "Personnel")(collectively the Personnel and
  the Agents are the "Indemnified Parties" and individually, an "Indemnified Party")
  harmless from and against any and all expenses, losses, claims, actions, damages
  or liabilities, whether joint or several (including the aggregate amount paid
  in reasonable settlement of any actions, suits, proceedings or claims), but
  not including any amount for lost profits, and the reasonable fees and expenses
  of its counsel that may be incurred in investigating or advising with respect
  to and/or defending any action, suit, proceeding or claim that may be made against
  the Agents and/or the Personnel, whether or not resulting in liability, to which
  the Agents and/or the Personnel may become subject or otherwise involved in
  any capacity under any statute or common law or otherwise insofar as such expenses,
  losses, claims, damages, liabilities or actions arise out of or are based, directly
  or indirectly, upon the performance of professional services rendered to the
  Indemnitor by the Indemnified Parties hereunder or otherwise in connection with
  the matters referred to in the letter to which this is attached, provided, however,
  that this indemnity shall not apply to the extent that a court of competent
  jurisdiction in a final judgment that has become non-appealable shall determine
  that: 

 I an Indemnified Party has engaged in wilfull misconduct,
  been dishonest, fraudulent or grossly negligent, or has breached applicable
  law or any policy, rule or regulation of a regulatory body.

  and 

	 	 (ii)      	 the expenses, losses, claims, damages or liabilities, as to which indemnification
      is claimed, were directly caused by willful misconduct, gross negligence,
      dishonesty, fraud, or breach of law, rule or regulation referred to in (i).
    


 If for any reason (other than the occurrence of any of the
  events itemized in (i) and (ii) above), the foregoing indemnification is unavailable
  to the Agents or insufficient to hold them harmless, then the Indemnitor shall
  contribute to the amount paid or payable by the Indemnified Parties as a result
  of such expense, loss, claim, damage or liability in such proportion as is appropriate
  to reflect not only the relative benefits received by the Indemnitor on the
  one hand and the Agents on the other hand but also the relative fault of the
  Indemnitor and the Indemnified Parties, as well as any relevant equitable considerations;
  provided that the Indemnitor shall in any event contribute to the amount paid
  or payable by the Indemnified Parties as a result of such expense, loss, claim,









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 damage or liability any excess of such amount over the amount
  of the fees received by the Agents hereunder pursuant to the letter to which
  this is attached. The rights of contribution herein provided shall be in addition
  to and not in derogation of any other right to contribute which the Indemnified
  Parties or the Personnel may have by statute or other by law. 

 The Indemnitor agrees that in case any legal proceeding shall
  be brought against the Indemnitor and/or the Agents by any governmental commission
  or regulatory authority or any stock exchange or other entity having regulatory
  authority, either domestic or foreign, shall investigate the Indemnitor and/or
  the Agents and Personnel or the Agents shall be required to testify in connection
  therewith or shall be required to respond to procedures designed to discover
  information regarding, in connection with, or by reason of the performance of
  professional services rendered to the Indemnitor by the Agents and the Personnel
  in connection with the matters referred to in the attached letter agreement,
  the Agents shall have the right to employ its own counsel in connection therewith,
  and the reasonable fees and expenses of such counsel as well as the reasonable
  costs (including an amount to reimburse the Agents for time spent by the Personnel
  in connection therewith) and out-of-pocket expenses incurred by the Agents and
  the Personnel in connection therewith shall be paid by the Indemnitor as they
  occur. 

 Promptly after receipt of notice of the commencement of any
  legal proceeding against the Agents or any of the Personnel or after receipt
  of notice of the commencement of any investigation, which is based, directly
  or indirectly, upon any matter in respect of which indemnification may be sought
  from the Indemnitor, the Agents will notify the Indemnitor in writing of the
  commencement thereof and, throughout the course thereof, will provide copies
  of all relevant documentation to the Indemnitor, will keep the Indemnitor advised
  of the progress thereof and will discuss with the Indemnitor all significant
  actions proposed. No settlement of any claim shall be made without the consent
  of the Indemnitor, the Agents and any of the Personnel who are affected. If
  the Indemnitor gives written notice of a settlement of a specific claim, which
  settlement it is prepared to accept, and the Agents or any of the Personnel
  who are affected (the "Indemnitee") is unwilling to accept such settlement,
  the amount which the Indemnitor is required to pay to the Indemnitee in respect
  of that specific claim shall be limited to an amount equal to the amount of
  such proposed settlement plus the amount of all expenses for which the Indemnitee
  would be entitled to be reimbursed or indemnified as of the effective date of
  such settlement. 

 The indemnity and contribution obligations of the Indemnitor
  shall be in addition to any liability which the Indemnitor may otherwise have,
  shall extend upon the same terms and conditions to the Personnel and shall be
  binding upon and enure to the benefit of any successors, assigns, heirs and
  personal representatives of the Indemnitor, the Agents and any of the Personnel.
  the Agents hereby declares that it holds the benefits and rights conferred hereunder
  in trust for the Personnel and the Indemnitor acknowledges and









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 agrees that the Personnel is so entitled to such rights and
  benefits and may be enforced by the Agents on behalf of the Personnel. 

 The foregoing provisions shall survive the completion of professional
  services rendered under the letter to which this is attached or any termination
  of the authorization given by the letter to which this is attached.