Filed by Automated Filing Services Inc. (604) 609-0244 - U.S. Geothermal Inc. - Exhibit 10.4





LAW OFFICES

	CLAUDE V. MARCUS

      CRAIG MARCUS

      BARRY MARCUS*

      GALE M. MERRICK

      MICHAEL CHRISTIAN†

      TRENT MARCUS

      DANIEL R. HARDEE
	MARCUS, MERRICK, CHRISTIAN
      & HARDEE LLP

      THE MARCUS LAW BUILDING

      737 NORTH 7TH STREET

      BOISE, IDAHO 83702-5595
	TELEPHONE

      (208) 342-3563

      TELEFAX

      (208) 342-2170



*Also Admitted to the California State Bar

  † Also Admitted to the Washington State Bar

January 8, 2004 


Via Facsimile: (303) 629-3450 


 Marc J. Musyl 

  Dorsey & Whitney LLP 

  370 Seventeenth Street 

  Suite 4700 

  Denver, CO 80202 

           Re:   
  U.S. Geothermal, Inc./Vulcan Power, Inc. 


Dear Marc:


                     This
  letter is intended to memorialize the agreement to settle the present dispute
  between Vulcan Power Company (“Vulcan”) and U.S. Geothermal, Inc.,
  an Idaho corporation (“USGEO”) and U.S. Geothermal, Inc., a Delaware
  Corporation (“Pubco”). The terms set forth below are based on a telephone
  conversation which I understand took place yesterday between Daniel Kunz and
  Steve Munson, each acting in their capacity as authorized representatives of
  their respective companies. The terms of the agreement are: 

	 	1.	Paragraphs 1(b)(i) and (ii) of the December
        3, 2002 Agreement (“the Agreement”) between USGEO and Vulcan
        are amended to provide that USGEO may immediately obtain a 75% undivided
        interest in the Seller’s Assets (as defined in the Agreement), upon
        payment to Vulcan of $125,000, with $100,000 paid as described in the
        following sentence and $25,000 paid when Vulcan delivers the materials
        described in Section 6, below. USGEO will wire or direct deposit the $100,000
        to Vulcan’s account immediately upon receipt of an original copy
        of this letter executed by an authorized representative of Vulcan and
        an original warranty deed for the undivided 75% interest in the Seller’s
        Assets, in the form attached hereto, also executed by an authorized representative
        of Vulcan. USGEO will not be authorized to record the warranty deed until
        receipt of the wired funds in Vulcan’s account is confirmed. Upon
        completion of exchange of the executed letter agreement and payment, Vulcan
        and USGEO will execute escrow instructions for the destruction of the
        49% deed by the Escrow Agent (Land Title and Escrow Inc. of Burley, ID).

	 	 	 
	 	2.	USGEO’s acquisition of Vulcan’s
        remaining interest in the Seller’s Assets will continue to be subject
        to the schedule set forth in paragraph 1(b)(ii) of the Agreement, i.e.,
        payment of a final $125,000 on or before receipt of project construction
        financing.













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	 	3.	Vulcan acknowledges that USGEO has completed
        items (A) through (G) of paragraph 1(b)(i) of the Agreement.

	 	 	 
	 	4.	Pubco will use its reasonable best efforts
        to file for and complete United States registration of its common shares,
        including stock held by Vulcan under the Securities Act of 1933, provided
        that the filing will take place no later than 180 days of the date of
        this agreement.

	 	 	 
	 	5.	Vulcan waives and releases any and all
        claims related to alleged representations from each of USGEO and Pubco
        or their representatives regarding: (a) the ability of Pubco stock to
        be freely traded on the TSX Venture Exchange; (b) the existence of a buyer
        for any Pubco stock or warrants issued to Vulcan, or USGEO’s or Pubco’s
        efforts to locate any such buyer; and (c) the amount of time devoted or
        to be devoted by Daniel Kunz to USGEO or Pubco business.

	 	 	 
	 	6.	Vulcan will provide to USGEO by January
        14, 2004: (a) a board of directors resolution reiterating its consent
        to the Agreement, as amended; (b) an originally executed copy of a consent
        resolution of the directors of Vulcan in the form attached hereto as Schedule
        “A”; (c) an undated and originally executed Direction in connection
        with a $30,000 loan in the form attached hereto as Schedule “B”;
        (d) an undated originally signed medallion guaranteed share transfer form
        in connection with the $30,000 loan in the form attached hereto as Schedule
        “C”; (e) an undated originally signed medallion guaranteed warrant
        transfer form in connection with the $30,000 loan in the form attached
        hereto as Schedule “D”; (f) an undated originally signed certified
        copy of a consent resolution of the directors of Vulcan in the form attached
        as Schedule “E”; (g) an undated and originally executed Direction
        in connection with a $25,000 loan in the form attached hereto as Schedule
        “F”; (h) an undated originally signed medallion guaranteed share
        transfer form in connection with the $25,000 loan in the form attached
        hereto as Schedule “G”; and (i) an undated originally signed
        medallion guaranteed warrant transfer form in connection with the $25,000
        loan in the form attached hereto as Schedule “H”.

	 	 	 
	 	7.	Both parties wish to conclude the exchange
        described in paragraph 1, above, by the close of business tomorrow, January
        9, 2004.

	 	 	 
	 	8.	Except as set forth herein, the terms
        of the Agreement remain effective.



                     If
  these terms accurately reflect the agreement between Mr. Kunz and Mr. Munson
  and are acceptable to Vulcan, please have Mr. Munson indicate Vulcan’s
  acceptance by signing below in his capacity as Vulcan’s authorized representative.
  I have also faxed a copy of this letter, with my signature, to your office.


  

Very truly yours 

  MARCUS, MERRICK, CHRISTIAN & HARDEE, L.L.P. 

 

Michael Christian 








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The above terms are accepted and agreed to:



VULCAN POWER COMPANY


 By:________________________________

        Stephen Munson, its CEO and President 


MC:









 Schedule “A”


 CONSENT RESOLUTION OF THE DIRECTORS OF 

  VULCAN POWER COMPANY 

  (the “Company”) 

 The following resolutions were consented to and adopted in
  writing by the undersigned, being all Directors of the Company as of the 18th
  day of December, 2003. 


I 


 Merger of U.S. Geothermal Inc. and EverGreen Power Inc.


 WHEREAS, effective February 28, 2003, U.S. Cobalt Inc. (“USC”)
  entered into a Merger Agreement (the “Merger Agreement”) with EverGreen
  Power Inc. (“Subco”), U.S. Geothermal Inc. (“Geo”), and
  certain shareholders of Geo, including the Company, with respect to the merger
  of Geo with and into Subco (the “Merger”); and 

 WHEREAS, since that time, certain facts and circumstances
  have changed, including, without limitation, changes in the representations
  and warranties of Geo and the Principal Geo Shareholders (as defined in the
  Merger Agreement) under and changes in the terms of USC’s private placement
  as contemplated by the Merger Agreement; and 

 WHEREAS, in recognition of such changes, the parties to the
  Merger Agreement have amended and restated the Merger Agreement as the First
  Amended and Restated Merger Agreement (the “First Amendment”), which
  the Board has reviewed; and 

 WHEREAS, the Board has determined that it is in the best interests
  of the Company and its shareholders to amend the Merger Agreement and proceed
  with the Merger as set forth in the First Amendment; now, therefore 

 RESOLVED, that the First Amendment be, and all of its terms,
  provisions and conditions are, hereby ratified and confirmed in all respects;
  and it is 

 FURTHER RESOLVED, that any and all actions previously taken
  by the officers and directors of the Company with respect to the Merger, including,
  without limitation, the execution and delivery of the First Amendment be, and
  they hereby are, authorized, approved, ratified, and confirmed in all respects.



II 


 Escrow Agreement 

 WHEREAS, in accordance with the terms of the First Amendment
  and the policies of the TSX Venture Exchange, the Company wishes to enter into
  an escrow agreement (the “Escrow Agreement”) upon closing of the Merger
  between USC, Pacific Corporate Trust Company and certain shareholders of USC,
  including the Company, in respect of the terms of escrow for 








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certain of the securities issued or to be issued to such shareholders,
  in the form presented to the Board; now, therefore 

 RESOLVED, that the Escrow Agreement, in the form presented
  to the Board, be and is hereby approved and the officers of the Company, acting
  individually or in concert, be and each hereby is authorized to execute the
  Escrow Agreement on behalf of the Company under the corporate seal or otherwise,
  along with such amendments or modifications to the Escrow Agreement as are considered
  necessary or desirable in the discretion of such officer(s). 


III 


 Loans 

 WHEREAS, on July 18, 2003 the Company borrowed from Geo $30,000
  (the “First Loan”), the terms of which were set out in a loan letter
  agreement dated July 18, 2003 (the “First Loan Agreement”); and 

 WHEREAS, on September 18, 2003 the Company borrowed from Geo
  $25,000 (the “Second Loan”), the terms of which were set out in a
  loan letter agreement dated September 18, 2003 (the “Second Loan Agreement”);
  and 

 WHEREAS, the Company and Geo have agreed to amend the terms
  of the First Loan and the Second Loan; now, therefore 

 RESOLVED, that the borrowing of $30,000 as the First Loan
  is hereby ratified and confirmed in all respects; and it is 

 FURTHER RESOLVED, that the entering into the First Loan Agreement
  and an agreement dated December 11, 2003 (the “First Amending Agreement”)
  to amend and restate the terms of the First Loan Agreement, both in the form
  provided to the Board, are hereby authorized, ratified and confirmed; and it
  is 

 FURTHER RESOLVED, that the execution of the Security Documents
  (as defined in the First Amending Agreement) and the granting of security over
  80,737 shares and 80,737 warrants as contemplated in the First Amending Agreement
  are hereby authorized, ratified and confirmed; and it is 

 RESOLVED, that the borrowing of $25,000 as the Second Loan
  is hereby ratified and confirmed in all respects; and it is 

 FURTHER RESOLVED, that the entering into the Second Loan Agreement
  and an agreement dated December 11, 2003 (the “Second Amendment Agreement”)
  to amend and restate the terms of the Second Loan Agreement, both in the form
  presented to the Board, are hereby authorized, ratified and confirmed; and it
  is 

 FURTHER RESOLVED, that the execution of the Security Documents
  (as defined in the Second Amending Agreement) and the granting of security over
  an additional 80,737 shares and 80,737 warrants as contemplated in the Second
  Amending Agreement are hereby authorized, ratified and confirmed; and it is









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 RESOLVED that Steven Munson be and he is hereby authorized
  to sign on behalf of Vulcan Power Company any and all documents and transfer
  forms required to sell, assign or transfer 161,474 shares and 161,474 warrants
  of U.S. Geothermal Inc. (formerly U.S. Cobalt Inc.) registered in the name of
  the Company, and to affix the seal of the Company to all such documents. 


IV 


 Amendment No. 1 

 WHEREAS, the Company entered into an agreement dated December
  3, 2002 with Geo relating to the acquisition by Geo of certain assets from the
  Company in Cassia County, Idaho (the “Purchase Agreement”); and 

 WHEREAS, effective November 15, 2003 the Company and Geo have
  agreed to amend the Purchase Agreement as set forth in the Amendment No. 1 to
  the Purchase Agreement (“Amendment No. 1”), which the Board has reviewed;
  now, therefore 

 RESOLVED that Amendment No. 1 be, and all of its terms, provisions
  and conditions are, hereby ratified and confirmed in all respects. 


V 


 Miscellaneous 

 RESOLVED, that any one director or officer of the Company
  be and is hereby authorized to do all acts and things, to execute, under the
  common seal of the Company or otherwise, and to deliver all agreements, documents,
  certificates and instruments, to give all notices and to deliver, file and distribute
  all documents and information which such person determines to be necessary or
  desirable in connection with or to give effect to and carry out the foregoing
  resolutions. 

 FURTHER RESOLVED, that these resolutions may be signed by
  directors by facsimile and in as many counterparts as may be necessary, each
  of which so signed shall be deemed to be an original, and such counterparts
  together shall constitute one and the same instrument and notwithstanding the
  date of execution shall be deemed to bear the effective date set forth below.


 The undersigned, being all of the directors of the Company
  by signature hereunder, consent as of the date set forth to the actions described
  and adoption of the resolutions set forth above, and waive any and all notices
  required by law or the Company’s articles of incorporation or bylaws. 

 

  _______________________________________

  Steve Munson, Chairman of the Board & CEO 

  

_______________________________________

  George Marshall, Director 









4


	 	 	 
	Steve Pitcher, Director	 	 
	 	 	CORPORATE SEAL
	 	 	 
	 	 	 
	William Pons, Director	 	Corporate Secretary











 Schedule “B” 

 DIRECTION 

	TO: 	U.S. Cobalt Inc. 

        1509 Tyrell Lane, Suite B 

        Boise, Idaho 83706 

       Attention: Mr. Doug Glaspey
	 
	 	 	 
	AND: 	Pacific Corporate Trust Company 

        10th Floor, 625 Howe Street 

        Vancouver, British Columbia, V6C 3B8 

       Attention: Ms. Sandy Hunter 

	 


Re:   US$30,000 Loan from U.S. Geothermal Inc.
  to Vulcan Power Company  

 Reference is made to the proposed acquisition (the “Acquisition”)
  by U.S. Cobalt Inc. (“USC”) of U.S. Geothermal Inc. (“Geo”)
  as more particularly described in the notice of meeting and information circular
  of USC dated February 28, 2003 (the “Circular”). 

 Pursuant to the Acquisition, USC, Vulcan Power Company, Pacific
  Corporate Trust Company (the “Escrow Agent”) and certain others will
  enter into an escrow agreement (the “Escrow Agreement”). 

 Under the Escrow Agreement, shares and warrants of USC issued
  to Vulcan on completion of the Acquisition will be held in escrow by the Escrow
  Agent and released in accordance with the Escrow Agreement. 

 We hereby irrevocably authorize and direct USC and the Escrow
  Agent to deliver to Geo or such other person as may be directed by Geo 80,737
  of the first shares and 80,737 of the first warrants that are
  to be released to Vulcan under the Escrow Agreement after receipt of this direction
  by the Escrow Agent. 

 Upon the Escrow Agent delivering the aforesaid shares and
  warrants to Geo or as directed by Geo, Vulcan shall be deemed to have assigned
  all of its right, title and interest in and to such shares and warrants , to
  Geo or the persons directed by Geo. 

 This direction is irrevocable and enures to the benefit of
  and is binding upon Vulcan and its successors and permitted assigns. 

 DATED the ________ day of ___________________________, 200____.


 VULCAN POWER COMPANY 

 

 Per: _________________________________

                        
  (Authorized Signatory) 







 Schedule “C” 


SHARE TRANSFER FORM 



(Stock Power of Attorney - Shares) 


 FOR VALUE RECEIVED the undersigned hereby sells, assigns,
  and transfers unto _______________________________________ 80,737 common shares
  of U.S. Geothermal Inc., formerly known as U.S. Cobalt Inc. (the “Company”)
  registered in the name of the undersigned on the books of the Company and irrevocably
  constitutes and appoints __________________________________ the attorney of
  the undersigned to transfer the said shares on the register of transfers of
  the said Company with full power to substitute hereunder. 

 DATED the ________ day of ___________________________, 2004. 

  

Vulcan Power Company 

 

Per: __________________________________

                         
  (Authorized Signatory) 







 Schedule “D” 


SHARE TRANSFER FORM 



(Stock Power of Attorney - Warrants) 


 FOR VALUE RECEIVED the undersigned hereby sells, assigns,
  and transfers unto _______________________________________ 80,737 warrants of
  U.S. Geothermal Inc., formerly known as U.S. Cobalt Inc. (the “Company”)
  registered in the name of the undersigned on the books of the Company and irrevocably
  constitutes and appoints _______________________________________ the attorney
  of the undersigned to transfer the said warrants on the register of transfers
  of the said Company with full power to substitute hereunder. 

 DATED the ________ day of ___________________________, 2004. 

  

Vulcan Power Company 

 

Per: __________________________________

                         
  (Authorized Signatory) 







 Schedule “E” 

 Certified Copy of Directors’ Resolutions


 I, the undersigned, being the Chief Executive Officer of Vulcan
  Power Company (the “Company”), hereby certify the following resolution
  to be a true copy of a resolution of the Directors of the Company duly passed
  by resolution in writing dated as of the 18th day of December, 2003, and that
  the same is still in full force and effect and has not been rescinded as at
  the date hereof. 

 “Transfer to U.S. Geothermal Inc. 

 BE IT RESOLVED that Steven Munson be and he is hereby authorized
  to sign on behalf of Vulcan Power Company any and all documents and transfer
  forms required to sell, assign or transfer 161,474 shares and 161,474 warrants
  of U.S. Geothermal Inc. (formerly U.S. Cobalt Inc.) registered in the name of
  the Company, and to affix the seal of the Company to all such documents.”


 Certified a true copy this ______ day of ________________ , 200 ______ . 

  

________________________________________

  Steve Munson 

  Director and Chief Executive Officer 







 Schedule “F” 

 DIRECTION 

	TO: 	U.S. Cobalt Inc. 

        1509 Tyrell Lane, Suite B 

        Boise, Idaho 83706 

       Attention: Mr. Doug Glaspey
	 
	 	 	 
	AND: 	Pacific Corporate Trust Company

        10th Floor, 625 Howe Street

        Vancouver, British Columbia, V6C 3B8 

       Attention: Ms. Sandy Hunter 

	 


Re:     US$25,000 Loan from U.S. Geothermal
  Inc. to Vulcan Power Company  

 Reference is made to the proposed acquisition (the “Acquisition”)
  by U.S. Cobalt Inc. (“USC”) of U.S. Geothermal Inc. (“Geo”)
  as more particularly described in the notice of meeting and information circular
  of USC dated February 28, 2003 (the “Circular”). 

 Pursuant to the Acquisition, USC, Vulcan Power Company, Pacific
  Corporate Trust Company (the “Escrow Agent”) and certain others will
  enter into an escrow agreement (the “Escrow Agreement”). 

 Under the Escrow Agreement, shares and warrants of USC issued
  to Vulcan on completion of the Acquisition will be held in escrow by the Escrow
  Agent and released in accordance with the Escrow Agreement. 

 We hereby irrevocably authorize and direct USC and the Escrow
  Agent to deliver to Geo or such other person as may be directed by Geo 80,737
  of the first shares and 80,737 of the first warrants that are
  to be released to Vulcan under the Escrow Agreement after receipt of this direction
  by the Escrow Agent. 

 Upon the Escrow Agent delivering the aforesaid shares and
  warrants to Geo or as directed by Geo, Vulcan shall be deemed to have assigned
  all of its right, title and interest in and to such shares and warrants , to
  Geo or the persons directed by Geo. 

 This direction is irrevocable and enures to the benefit of
  and is binding upon Vulcan and its successors and permitted assigns. 

 Dated this day of , 200____. 

 VULCAN POWER COMPANY 

 

 Per: _________________________________

                        
  (Authorized Signatory) 







 Schedule “G” 


SHARE TRANSFER FORM 



(Stock Power of Attorney - Shares) 


 FOR VALUE RECEIVED the undersigned hereby sells, assigns,
  and transfers unto ________________________________________ 80,737 common shares
  of U.S. Geothermal Inc., formerly known as U.S. Cobalt Inc. (the “Company”)
  registered in the name of the undersigned on the books of the Company and irrevocably
  constitutes and appoints _______________________________ the attorney of the
  undersigned to transfer the said shares on the register of transfers of the
  said Company with full power to substitute hereunder. 

 DATED the ________ day of ___________________________, 2004. 

  

Vulcan Power Company 

 

Per: __________________________________

                         
  (Authorized Signatory) 







 Schedule “H” 


SHARE TRANSFER FORM 



(Stock Power of Attorney - Warrants) 


 FOR VALUE RECEIVED the undersigned hereby sells, assigns,
  and transfers unto ________________________________________ 80,737 warrants
  of U.S. Geothermal Inc., formerly known as U.S. Cobalt Inc. (the “Company”)
  registered in the name of the undersigned on the books of the Company and irrevocably
  constitutes and appoints ________________________________________ the attorney
  of the undersigned to transfer the said warrants on the register of transfers
  of the said Company with full power to substitute hereunder. 

 DATED the ________ day of ___________________________, 2004. 

  

Vulcan Power Company 

 

Per: __________________________________

                         
  (Authorized Signatory)