EXHIBIT 10.4
                                  ------------

                            RASER TECHNOLOGIES, INC.

               AMENDED AND RESTATED 2004 LONG-TERM INCENTIVE PLAN

                             STOCK OPTION AGREEMENT

Unless otherwise  defined herein,  the terms defined in the Amended and Restated
2004 Long-Term Incentive Plan shall have the same defined meanings in this Stock
Option Agreement.

I. NOTICE OF STOCK OPTION GRANT
-------------------------------
Name:
Address:

The undersigned  Optionee has been granted an Option to purchase Common Stock of
the  Company,  subject to the terms and  conditions  of the Plan and this Option
Agreement, as follows:

Date of Grant
                                   ---------------------------------------------
Vesting Commencement Date
                                   ---------------------------------------------
Exercise Price per Share
                                   ---------------------------------------------
Total Number of Shares Granted
                                   ---------------------------------------------
Total Exercise Price
                                   ---------------------------------------------

Type of Option:                        ___      Incentive Stock Option
                                       ___      Nonstatutory Stock Option

Term/Expiration Date:
                                   ---------------------------------------------

Vesting Schedule:
----------------

         This Option shall be exercisable, in whole or in part, according to the
following vesting schedule:

         ____ of the Shares  subject  to the Option  shall vest three (3) months
after Vesting  Commencement  Date,  and ____ of the Shares subject to the Option
shall vest every ____ months thereafter,  subject to Optionee continuing to be a
Service Provider on such dates.

         Notwithstanding the foregoing vesting schedule,  immediately prior to a
Change in Control  (as that term is defined  below),  the  Option  shall  become
vested and  exercisable  as to all  unvested  Shares  (but in no event shall the
option become vested and  exerciseable  for more than 100% of the Shares subject
to the Option).

         Notwithstanding  the foregoing vesting schedule,  if Optionee ceases to
be a Service Provider as a result of Optionee's  Disability or death, the Option
shall become vested and  exercisable as to all unvested  Shares (but in no event
shall the option become vested and exerciseable for more than 100% of the Shares
subject to the Option).

         For the purposes of this Option  Agreement,  "Change in Control"  means
the  occurrence of (i) any "person" (as such term is used in Sections  13(d) and
14(d) of the Exchange  Act) becomes the  "beneficial  owner" (as defined in Rule
13d-3 of the Exchange Act), directly or indirectly, of securities of the Company
representing  fifty percent (50%) or more of the total voting power  represented
by the Company's then outstanding  voting  securities,  other than a transfer of
fifty percent (50%) or more of the total voting power  incidental to the sale of

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securities  by  the  Company  for  capital  raising  purposes  in  one  or  more
transactions; or (ii) the consummation of the sale or disposition by the Company
of all or substantially  all of the Company's  assets; or (iii) the consummation
of a merger or  consolidation of the Company with any other  corporation,  other
than a merger or  consolidation  which would result in the voting  securities of
the Company  outstanding  immediately  prior  thereto  continuing  to  represent
(either by remaining outstanding or by being converted into voting securities of
the  surviving  entity or its parent) at least fifty  percent (50%) of the total
voting  power  represented  by the  voting  securities  of the  Company  or such
surviving  entity or its parent  outstanding  immediately  after such  merger or
consolidation.

         Termination Period:
         -------------------

         This Option shall be  exercisable  for three (3) months after  Optionee
ceases to be a Service  Provider.  Upon  Optionee's  death or  Disability,  this
Option may be exercised for one (1) year after  Optionee  ceases to be a Service
Provider.   In  no  event  may   Optionee   exercise   this  Option   after  the
Term/Expiration Date as provided above.

II. AGREEMENT
-------------

         1. Grant of Option. The Plan Administrator of the Company hereby grants
to the Optionee  named in the Notice of Grant (the  "Optionee"),  an option (the
"Option") to purchase the number of Shares set forth in the Notice of Grant,  at
the  exercise  price per Share set forth in the Notice of Grant  (the  "Exercise
Price"),  and  subject  to the  terms  and  conditions  of the  Plan,  which  is
incorporated  herein by reference.  Subject to Section 17(c) of the Plan, in the
event of a conflict between the terms and conditions of the Plan and this Option
Agreement, the terms and conditions of the Plan shall prevail.

         If  designated  in the  Notice of Grant as an  Incentive  Stock  Option
("ISO"),  this  Option is intended to qualify as an  Incentive  Stock  Option as
defined in Section 422 of the Code. Nevertheless,  to the extent that it exceeds
the  $100,000  rule of Code  Section  422(d),  this Option shall be treated as a
Nonstatutory Stock Option ("NSO").

         2. Exercise of Option.
         ----------------------

              (a) Right to Exercise. This Option shall be exercisable during its
         term in accordance  with the Vesting  Schedule set out in the Notice of
         Grant and with the  applicable  provisions  of the Plan and this Option
         Agreement.

              (b)  Method of  Exercise.  This  Option  shall be  exercisable  by
         delivery of an exercise  notice in the form  attached as Exhibit A (the
         "Exercise  Notice")  which  shall state the  election  to exercise  the
         Option,  the number of Shares with respect to which the Option is being
         exercised,  and such other  representations  and  agreements  as may be
         required by the Company.  The Exercise  Notice shall be  accompanied by
         payment of the aggregate  Exercise  Price as to all  Exercised  Shares.
         This Option shall be deemed to be exercised upon receipt by the Company
         of such fully  executed  Exercise  Notice  accompanied by the aggregate
         Exercise Price.

              No Shares  shall be issued  pursuant to the  exercise of an Option
         unless such issuance and such exercise  complies with Applicable  Laws.
         Assuming such  compliance,  for income tax purposes the Shares shall be
         considered  transferred to the Optionee on the date on which the Option
         is exercised with respect to such Shares.

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         3. Method of Payment.  Payment of the aggregate Exercise Price shall be
by any of the  following,  or a  combination  thereof,  at the  election  of the
Optionee:

              a) cash or check;

              b)  consideration  received by the Company under a formal cashless
         exercise program adopted by the Company in connection with the Plan; or

              c)  surrender  of other  Shares  which,  (i) in the case of Shares
         acquired from the Company,  either  directly or  indirectly,  have been
         owned by the  Optionee  for more  than  six (6)  months  on the date of
         surrender,  and (ii) have a Fair Market  Value on the date of surrender
         equal to the aggregate Exercise Price of the Exercised Shares.

         4.  Restrictions  on Exercise.  This Option may not be exercised  until
such time as the Plan has been approved by the  shareholders of the Company,  or
if the  issuance of such  Shares upon such  exercise or the method of payment of
consideration  for such shares would  constitute  a violation of any  Applicable
Law.

         5. Non-Transferability of Option. This Option may not be transferred in
any manner  otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by Optionee.  The terms of
the  Plan  and this  Option  Agreement  shall  be  binding  upon the  executors,
administrators,  heirs, successors and assigns of the Optionee.  Notwithstanding
the  foregoing,  this Option may be  transferred  to (i) a member of  Optionee's
family as a gift or a transfer for value pursuant to a domestic  relations order
or (ii) an entity in which  more than 50% of the voting  interests  are owned by
Optionee and members of Optionee's family.

         6. Term of Option.  This Option may be  exercised  only within the term
set out in the Notice of Grant,  and may be  exercised  during such term only in
accordance with the Plan and the terms of this Option Agreement.

         7. Tax Obligations.

              a)  Withholding   Taxes.   Optionee  agrees  to  make  appropriate
         arrangements with the Company (or the Parent or Subsidiary employing or
         retaining  Optionee) for the satisfaction of all Federal,  state, local
         and  foreign  income  and  employment  tax   withholding   requirements
         applicable to the Option  exercise.  Optionee  acknowledges  and agrees
         that the Company may refuse to honor the exercise and refuse to deliver
         Shares if such  withholding  amounts are not  delivered  at the time of
         exercise.

              b) Notice  of  Disqualifying  Disposition  of ISO  Shares.  If the
         Option  granted to Optionee  herein is an ISO, and if Optionee sells or
         otherwise disposes of any of the Shares acquired pursuant to the ISO on
         or before the later of (1) the date two years  after the Date of Grant,
         or (2) the date one year after the date of exercise, the Optionee shall
         immediately notify the Company in writing of such disposition. Optionee
         agrees that  Optionee may be subject to income tax  withholding  by the
         Company on the compensation income recognized by the Optionee.

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<PAGE>

         8. Entire Agreement;  Governing Law. The Plan is incorporated herein by
reference. The Plan and this Option Agreement constitute the entire agreement of
the parties with  respect to the subject  matter  hereof and  supersede in their
entirety all prior  undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof,  and may not be modified  adversely to the
Optionee's  interest  except by means of a writing  signed  by the  Company  and
Optionee.  This agreement is governed by the internal  substantive  laws but not
the choice of law rules of Utah.

         9. No Guarantee of Continued Service.  OPTIONEE ACKNOWLEDGES AND AGREES
THAT THE VESTING OF SHARES  PURSUANT TO THE  VESTING  SCHEDULE  HEREOF IS EARNED
ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH
THE  ACT  OF  BEING  HIRED,  BEING  GRANTED  THIS  OPTION  OR  ACQUIRING  SHARES
HEREUNDER).  OPTIONEE FURTHER  ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT,  THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO
NOT  CONSTITUTE  AN EXPRESS OR IMPLIED  PROMISE  OF  CONTINUED  ENGAGEMENT  AS A
SERVICE  PROVIDER FOR THE VESTING PERIOD,  FOR ANY PERIOD,  OR AT ALL, AND SHALL
NOT  INTERFERE  IN ANY WAY  WITH  OPTIONEE'S  RIGHT  OR THE  COMPANY'S  RIGHT TO
TERMINATE  OPTIONEE'S  RELATIONSHIP  AS A SERVICE  PROVIDER AT ANY TIME, WITH OR
WITHOUT CAUSE.

         Optionee acknowledges receipt of a copy of the Plan and represents that
he or she is familiar with the terms and provisions thereof,  and hereby accepts
this Option  subject to all of the terms and  provisions  thereof.  Optionee has
reviewed  the Plan and  this  Option  Agreement  in their  entirety,  has had an
opportunity  to obtain the  advice of counsel  prior to  executing  this  Option
Agreement and fully understands all provisions of the Plan and Option Agreement.
Optionee hereby agrees to accept as binding,  conclusive and final all decisions
or  interpretations  of the  Administrator  upon any questions arising under the
Plan or this Option  Agreement.  Optionee  further  agrees to notify the Company
upon any change in the residence address indicated below.

OPTIONEE                                 RASER TECHNOLOGIES, INC.


------------------------                 --------------------------------
Signature                                By


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Print Name                               Title


------------------------

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Residence Address



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<PAGE>

                                    EXHIBIT A

                              AMENDED AND RESTATED

                          2004 LONG-TERM INCENTIVE PLAN

                                 EXERCISE NOTICE

Raser Technologies, Inc.
5152 North Edgewood, Dr.
Provo, Utah  84604

Attention: _______________

         1. Exercise of Option. Effective as of today, _____________, _____, the
undersigned ("Optionee") hereby elects to exercise Optionee's option to purchase
_________ shares of the Common Stock (the "Shares") of Raser Technologies,  Inc.
(the  "Company")  under and pursuant to the Amended and Restated 2004  Long-Term
Incentive Plan (the "Plan") and the Stock Option  Agreement dated  ____________,
____ (the "Option Agreement").

         2. Delivery of Payment.  Purchaser herewith delivers to the Company the
full purchase price of the Shares, as set forth in the Option Agreement, and any
and all withholding taxes due in connection with the exercise of the Option.

         3. Representations of Optionee. Optionee acknowledges that Optionee has
received,  read and understood  the Plan and the Option  Agreement and agrees to
abide by and be bound by their terms and conditions.

         4.  Rights  as  Shareholder.  Until  the  issuance  of the  Shares  (as
evidenced  by the  appropriate  entry on the books of the  Company  or of a duly
authorized transfer agent of the Company), no right to vote or receive dividends
or any other  rights as a  shareholder  shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. The Shares shall be issued to
the Optionee as soon as practicable  after the Option is exercised in accordance
with the Option  Agreement.  No adjustment shall be made for a dividend or other
right for  which  the  record  date is prior to the date of  issuance  except as
provided in Section 15 of the Plan.

         5. Tax  Consultation.  Optionee  understands  that  Optionee may suffer
adverse tax  consequences  as a result of Optionee's  purchase or disposition of
the  Shares.  Optionee  represents  that  Optionee  has  consulted  with any tax
consultants  Optionee  deems  advisable  in  connection  with  the  purchase  or
disposition  of the Shares and that  Optionee  is not relying on the Company for
any tax advice.

         6.  Successors  and  Assigns.  The Company may assign any of its rights
under this Exercise  Notice to single or multiple  assignees,  and this Exercise
Notice shall inure to the benefit of the  successors and assigns of the Company.
Subject to the  restrictions on transfer herein set forth,  this Exercise Notice
shall be binding upon Optionee and his or her heirs, executors,  administrators,
successors and assigns.

         7.  Interpretation.  Any dispute  regarding the  interpretation of this
Exercise  Notice shall be  submitted by Optionee or by the Company  forthwith to

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the  Administrator  which shall review such dispute at its next regular meeting.
The resolution of such a dispute by the Administrator shall be final and binding
on all parties.

         8. Governing Law; Severability. This Exercise Notice is governed by the
internal substantive laws but not the choice of law rules, of Utah. In the event
that any  provision  hereof  becomes  or is  declared  by a court  of  competent
jurisdiction  to be illegal,  unenforceable  or void,  this Exercise Notice will
continue in full force and effect.

         9. Entire  Agreement.  The Plan and Option  Agreement are  incorporated
herein by reference.  This Exercise  Notice,  the Plan and the Option  Agreement
constitute  the entire  agreement  of the  parties  with  respect to the subject
matter  hereof  and  supersede  in their  entirety  all prior  undertakings  and
agreements  of the  Company and  Optionee  with  respect to the  subject  matter
hereof, and may not be modified  adversely to the Optionee's  interest except by
means of a writing signed by the Company and Optionee.

Submitted by:                            Accepted by:
OPTIONEE                                 RASER TECHNOLOGIES, INC.


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Signature                                By

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Print Name                               Title

Address:                                 Address:
-------                                  -------
                                         5152 North Edgewood Dr.
------------------------                 Provo, Utah  84604

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                                         --------------------------------
                                         Date Received



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