Exhibit 10.28

THIRD AMENDED AT WILL EMPLOYMENT, CONFIDENTIAL INFORMATION,

INVENTION ASSIGNMENT, NONCOMPETITION
AND ARBITRATION AGREEMENT

THIS THIRD AMENDED AT WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, NONCOMPETITION AND
ARBITRATION AGREEMENT (the Third Amended Agreement) is made as of this 31stday of July 2006, between
RASER TECHNOLOGIES, INC. (Company) and William Dwyer (Employee).

RECITALS

WHEREAS, Company and Employee entered into a certain At Will Employment, Confidential Information, Invention Assignment, Noncompetition and Arbitration
Agreement (the Agreement) on July 8, 2004, entered into the First Amended Agreement on July 9, 2005, and entered into the Second Amended Agreement (Agreement, First Amended Agreement and Second Amended Agreement hereafter
referred to as Agreement) on January 31, 2006, and

WHEREAS, the Company has not declared an open trading window in which
to permit Employee to adopt a 10b5-1 trading plan prior to the commencement of share delivery anticipated in the Second Amended Agreement, the parties now desire to mutually amend the Agreement in this Third Amended Agreement as set forth below;

NOW, THEREFORE, in view of the foregoing recitals which are incorporated as a part of this Third Amended Agreement, and in consideration
of the terms and conditions of this Third Amended Agreement, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:



| | 1. | Paragraph 2 of the Agreement is amended as follows:
| | -- | ---------------------------------------------------

Paragraph 2 of the Agreement is amended to delay delivery of 75,000 shares that vested on August 1, 2005 and would issue from August 1, 2006 through November 30, 2006, and 100,000 shares that vested on August 1, 2006 and
would issue from August 2, 2006 through December 19, 2006, as follows: 175,000 registered shares that would issue under the Agreement according to the attached delivery schedule.



| | 2. | If the Company conducts a Secondary Public Offering prior to November 1, 2006, Employee will be offered a right to sell up to 100,000 common shares in the Secondary Public
Offering. If the Secondary Public Offering is not closed prior to November 1, 2006, Employee shall continue to receive the shares per columns 1 through 4 of the attached Schedule A, and Employee shall no longer be entitled to participate in the
Secondary Public Offering. Company and Employee may, however, mutually agree to include any or all shares held by Employee in any public offering conducted after November 1, 2006.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | If Employee resigns or is terminated for any reason except gross negligence or criminal conduct prior to the delivery of any shares pursuant to Schedule A, the remaining shares will
continue to be delivered as set forth in Schedule A until all shares have been delivered. If Employee resigns or is terminated for gross negligence or criminal conduct prior to the first business day of August, 2007, Employee shall be entitled to
receive the undelivered shares per the attached schedules, and to receive a prorated number of shares equal to 8,333 per month for every full month Employee has been employed by the Company from August 1, 2006 to July 31,
2007 per the schedule in column 3 of the Second Amended Agreement.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | The Company recognizes that the Employee intends to enter into a 10b5-1 trading plan to sell a portion of the shares being delivered on each date in order to manage the
Employees tax liability arising from the delivery schedule.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. | The Company makes no representations to Employee regarding any tax implications of this Third Amended Agreement. The Company also does not represent that the share price on any
given date shall be the same price of the shares when Employee may have otherwise been entitled to receive shares.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



---

| | 6. | All other provisions of the Agreement shall remain in full force and effect. To the extent any provisions of the Agreement conflict with the provisions of this Third Amended
Agreement, this Third Amended Agreement shall govern.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

IN WITNESS WHEREOF, Company and Employee have executed this Third
Amended Agreement effective as of the date first set forth above.



|                         |  |                         |  |           |  |     |  |              
|------------------------ |  | ----------------------- |  | --------- |  | --- |  | -------------
|COMPANY:                 |  |                         |  | EMPLOYEE:
|                         |  |                        
|RASER TECHNOLOGIES, INC. |  |                         |  |          
|                         |  |                         |  |          
|By:                      |  |                         |  |           |  | By: |  |              
|Its:                     |  | Chief Executive Officer |  |           |  |     |  | William Dwyer



2



---

Schedule A



|                             |  |                                                                |  |                                                                       |  |                                                                       |  |                                                                      
|---------------------------- |  | -------------------------------------------------------------- |  | --------------------------------------------------------------------- |  | --------------------------------------------------------------------- |  | ---------------------------------------------------------------------
|                             |  | 1                                                              |  | 2                                                                     |  | 3                                                                     |  | 4                                                                    
|Delivery Dates               |  | New DeliverySchedule for 75,000Shares vested onAugust 1, 2005. |  | New DeliverySchedule for 15% of100,000 Sharesvested on August 1,2006. |  | New DeliverySchedule for 35%of 100,000 Sharesvested on August 1,2006. |  | New DeliverySchedule for 50%of 100,000 Sharesvested onAugust 1, 2006.
|Wednesday, November 01, 2006 |  | 1,000                                                          |  |                                                                       |  |                                                                       |  |                                                                      
|Thursday, November 02, 2006  |  | 1,000                                                          |  |                                                                       |  |                                                                       |  |                                                                      
|Monday, November 06, 2006    |  | 2,000                                                          |  |                                                                       |  |                                                                       |  |                                                                      
|Tuesday, November 07, 2006   |  | 2,000                                                          |  |                                                                       |  |                                                                       |  |                                                                      
|Thursday, November 09, 2006  |  | 3,000                                                          |  |                                                                       |  |                                                                       |  |                                                                      
|Tuesday, November 14, 2006   |  | 6,000                                                          |  |                                                                       |  |                                                                       |  |                                                                      
|Wednesday, November 15, 2006 |  | 4,000                                                          |  |                                                                       |  |                                                                       |  |                                                                      
|Friday, November 17, 2006    |  | 4,000                                                          |  |                                                                       |  |                                                                       |  |                                                                      
|Monday, November 20, 2006    |  | 6,000                                                          |  |                                                                       |  |                                                                       |  |                                                                      
|Monday, November 27, 2006    |  | 5,000                                                          |  |                                                                       |  |                                                                       |  |                                                                      
|Tuesday, November 28, 2006   |  | 6,000                                                          |  |                                                                       |  |                                                                       |  |                                                                      
|Thursday, November 30, 2006  |  | 5,000                                                          |  |                                                                       |  |                                                                       |  |                                                                      
|Friday, December 01, 2006    |  | 6,000                                                          |  |                                                                       |  |                                                                       |  |                                                                      
|Tuesday, December 05, 2006   |  | 5,000                                                          |  |                                                                       |  |                                                                       |  |                                                                      
|Wednesday, December 06, 2006 |  |                                                                |  | 5,000                                                                 |  |                                                                       |  |                                                                      
|Thursday, December 07, 2006  |  | 5,000                                                          |  |                                                                       |  |                                                                       |  |                                                                      
|Monday, December 11, 2006    |  |                                                                |  | 4,000                                                                 |  |                                                                       |  |                                                                      
|Tuesday, December 12, 2006   |  | 6,000                                                          |  |                                                                       |  |                                                                       |  |                                                                      
|Thursday, December 14, 2006  |  |                                                                |  | 4,000                                                                 |  |                                                                       |  |                                                                      
|Friday, December 15, 2006    |  | 3,000                                                          |  |                                                                       |  |                                                                       |  |                                                                      
|Monday, December 18, 2006    |  | 5,000                                                          |  |                                                                       |  |                                                                       |  |                                                                      
|Tuesday, December 19, 2006   |  |                                                                |  | 2,000                                                                 |  |                                                                       |  |                                                                      
|Wednesday, January 03, 2007  |  |                                                                |  |                                                                       |  | 2,500                                                                 |  |                                                                      
|Friday, January 05, 2007     |  |                                                                |  |                                                                       |  | 5,000                                                                 |  |                                                                      
|Tuesday, January 09, 2007    |  |                                                                |  |                                                                       |  | 2,500                                                                 |  |                                                                      
|Thursday, January 11, 2007   |  |                                                                |  |                                                                       |  | 5,000                                                                 |  |                                                                      
|Wednesday, January 17, 2007  |  |                                                                |  |                                                                       |  | 2,500                                                                 |  |                                                                      
|Friday, January 19, 2007     |  |                                                                |  |                                                                       |  | 2,500                                                                 |  |                                                                      
|Tuesday, January 23, 2007    |  |                                                                |  |                                                                       |  | 5,000                                                                 |  |                                                                      
|Thursday, January 25, 2007   |  |                                                                |  |                                                                       |  | 2,500                                                                 |  |                                                                      
|Monday, January 29, 2007     |  |                                                                |  |                                                                       |  | 5,000                                                                 |  |                                                                      
|Wednesday, January 31, 2007  |  |                                                                |  |                                                                       |  | 2,500                                                                 |  |                                                                      
|Friday, February 02, 2007    |  |                                                                |  |                                                                       |  |                                                                       |  | 5,000                                                                
|Tuesday, February 06, 2007   |  |                                                                |  |                                                                       |  |                                                                       |  | 3,000                                                                
|Thursday, February 08, 2007  |  |                                                                |  |                                                                       |  |                                                                       |  | 6,000                                                                
|Monday, February 12, 2007    |  |                                                                |  |                                                                       |  |                                                                       |  | 3,000                                                                
|Wednesday, February 14, 2007 |  |                                                                |  |                                                                       |  |                                                                       |  | 6,000                                                                
|Thursday, February 22, 2007  |  |                                                                |  |                                                                       |  |                                                                       |  | 3,000                                                                
|Monday, February 26, 2007    |  |                                                                |  |                                                                       |  |                                                                       |  | 6,000                                                                
|Wednesday, February 28, 2007 |  |                                                                |  |                                                                       |  |                                                                       |  | 3,000                                                                
|Friday, March 02, 2007       |  |                                                                |  |                                                                       |  |                                                                       |  | 6,000                                                                
|Tuesday, March 06, 2007      |  |                                                                |  |                                                                       |  |                                                                       |  | 3,000                                                                
|Thursday, March 08, 2007     |  |                                                                |  |                                                                       |  |                                                                       |  | 6,000                                                                
|                             |  |                                                                |  |                                                                       |  |                                                                       |  |                                                                      
|Column Totals                |  | 75,000                                                         |  | 15,000                                                                |  | 35,000                                                                |  | 50,000                                                               
|                             |  |                                                                |  |                                                                       |  |                                                                       |  |