Exhibit 4.162




Exhibit 4.162




  ASSET PURCHASE AMENDING AGREEMENT

  THIS AGREEMENT is made effective as of the 15th day of June, 2011 (Vancouver Time).

  BETWEEN:

  Nevada Geothermal Power Inc., a corporation incorporated pursuant to the laws of the Province of British Columbia (“NGP”) and its subsidiary entities NGP Truckhaven LLC, Nevada Geothermal Power East Brawley LLC and Nevada Geothermal Power South Brawley LLC (collectively, the “Subsidiaries”) (NGP and the Subsidiaries are sometimes collectively referred to herein as the “Purchaser”)

  AND:

  Iceland America Energy Inc., a corporation incorporated pursuant to the laws of the State of California (the “Vendor” or “IAE”)

  WHEREAS:

  	A.      	The Purchaser and the Vendor have entered into an asset purchase agreement made the 31st day of May, 2011 (the “Asset Purchase Agreement”); and

		

	B.      	The Purchaser and the Vendor wish to amend the Asset Purchase Agreement in the manner set forth below.



  NOW THEREFORE, in consideration of the premises and covenants contained in this Agreement, the Parties agree as follows:

  
    		
	1.1	All capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Asset Purchase Agreement.
	 
	1.2	Subsection 3.1.3 is deleted in its entirety and replaced with the following:


  

  “3.1.3 US$380,000 to be paid by the Purchaser as follows:

  	 	(a)      	US$264,000 to be paid to the Vendor on the Closing Date;

			

		(b)      	US$91,000 to be paid by the Purchaser directly to certain Lessors on account of Current Lease Payments as indicated on Schedule 13; and

			

		(c)      	US$25,000 to Layman Energy Associates, Inc. on or before June 17, 2011.”

			 



  	1.3      	Subsection 3.1.4 is deleted in its entirely and replaced with the following:



  
    			 
		“3.1.4	the issuance of 6,074,069 Consideration Shares (which Consideration Shares were deemed to have a value of Canadian $0.25 per Consideration Share, which is equivalent to US$1,482,700 at current exchange rates) to the Vendor or its nominees as more particularly set forth in Schedule 2. The Vendor acknowledges that the Consideration Shares shall be subject to resale restrictions under applicable securities laws (the value of such Consideration Shares plus the deposit set forth on Section 3.1.1 is referred to herein as the “Purchase Price”).”


  

   











  2

  
    		
	1.4	Schedule 2 to the Asset Purchase Agreement is deleted in its entirety and replaced with the revised Schedule 2 attached as Exhibit A hereto.
	 
	1.5	Except as expressly amended herein, the Asset Purchase Agreement is hereby ratified approved and confirmed to be in full force and effect.
	 
	1.6	Governing law and Attornment - This Amending Agreement is governed by and will be construed in accordance with the laws of the State of California without regard to conflict of law principles. Each Party irrevocably attorns to the exclusive jurisdiction of the courts of the State of California with respect to any matter arising under or relating to this Amending Agreement..
	 


	1.7	Counterparts and Electronic Execution - This Amending Agreement may be executed in any number of counterparts each of which will be deemed to be an original, and all of which taken together will be deemed to constitute one and the same instrument.


  

  This Amending Agreement may be executed and delivered by electronic means and each of the Parties may rely on such electronic execution as though it were an original hand-written signature

  IN WITNESS WHEREOF the parties have hereunto set their hands and seals as of the Effective Date.

  
    				
		NEVADA GEOTHERMAL POWER INC.	
				
		Per:	 	 
			 	
			Name: Brian Fairbank	
			 	
			Title:	
				 
				
		NGP TRUCKHAVEN LLC	
				
		Per:	 	 
			 	
			Name: Brian Fairbank	
			 	
			Title:	
				
				 
		NEVADA GEOTHERMAL POWER EAST	
		BRAWLEY LLC	
			 	
		Per:	 	 
			 	
			Name: Brian Fairbank	
			 	
			Title:	


  

   












  3

  
    				
		NEVADA GEOTHERMAL POWER	
		SOUTH BRAWLEY LLC	
			 
		Per:	 	 
			 	 
			Name: Brian Fairbank	 
			 	 
			Title:	 
			
			
		ICELAND AMERICA ENERGY, INC.
		
		Per:	 	 
			 	 
			Name: Paul E. Wilson	 
			 	 
			Title: Chief Executive Officer	 


  

   













  EXHIBIT A

  SCHEDULE 2

    ALLOCATION AND DELIVERY OF CONSIDERATION SHARES

  
    		
	Vendor Nominee (“Recipient”)	No. of Consideration Shares
	Reykjavik Energy Invest hf

          Bæjarhálsi 1, 110 Reykjavík

          Iceland	1,734,260


	Iceland America Energy, Inc.

          707 Wilshire Blvd., Suite 4500

          Los Angeles, CA 90017	3,071,312


	Dongell Lawrence Finney LLP

          707 Wilshire Blvd, 45th Floor

          Los Angeles CA 90017

          213.943.6100	373,430



	Feanaro, LLC

          202 Calle Miramar

          Redondo Beach CA 90277

          310.529.1380	169,334



	MDB Capital Group LLC

          401 Wilshire Boulevard, Suite

          1020

          Santa Monica CA 90024

          310.526.5000	279,689




	Paul Wilson

          2024 Eden Avenue

          Glendale CA 91206	252,827


	Layman Energy Associates, Inc.

          1582 Cordova Drive

          San Luis Obispo,

          CA 93405 USA	100,000



	Banack Capital Group Inc.

          38 Avenue R., Suite 802

          Toronto ON M5R 2G2	93,217


	TOTAL:	6,074,069