Exhibit 10.7
                                  ------------

                            RASER TECHNOLOGIES, INC.
                  AT WILL EMPLOYMENT, CONFIDENTIAL INFORMATION,
         INVENTION ASSIGNMENT, NONCOMPETITION AND ARBITRATION AGREEMENT

In consideration of receipt of consideration as set forth below from Raser
Technologies, Inc., a Utah corporation, its subsidiaries, affiliates,
predecessors, successors or assigns (together the "Company"), the sufficiency of
which is acknowledged effective as of August 1, 2004, William Dwyer (referred to
herein as "I" or "Employee"), as a condition of employment as Chief Financial
Officer with Company, agrees as follows:

1. At-Will Employment. I understand and acknowledge that my employment with the
Company is for an unspecified duration and constitutes "at-will" employment. I
also understand that any representation to the contrary is unauthorized and not
valid unless obtained in writing and signed by the President of the Company. I
acknowledge that this employment relationship may be terminated at any time,
with or without good cause or for any or no cause, at the option either of the
Company or myself, with or without notice.

2. Confidential Information.

         (a) Company Information. I agree at all times during the term of my
employment and thereafter, to hold in strictest confidence, and not to use,
except for the exclusive benefit of the Company, or to disclose to any person,
firm or entity without written authorization of an authorized officer (other
than myself), any Confidential Information of the Company. I understand that
"Confidential Information" means any non-public information that relates to the
actual or anticipated business or research and development of the Company,
Company proprietary information, technical data, formulae, trade secrets or
know-how, including, but not limited to, research, product plans, products,
services, customer lists and customers (including, but not limited to, customers
of the Company on whom I call or with whom I become acquainted during the term
of my employment), markets, software, developments, inventions, processes,
formulas, technology, designs, drawings, engineering, hardware configuration
information, marketing, finances or other business information disclosed to me
by the Company either directly or indirectly in writing, orally or by drawings
or observation of parts or equipment. I further understand that Confidential
Information does not include any of the foregoing items that have become
publicly known and made generally available through no wrongful act of mine or
of others who were under confidentiality obligations as to the item or items
involved or improvements or new versions thereof.

         (b) Former Employer Information. I agree that I will not, during my
employment with the Company, improperly use or disclose any proprietary
information or trade secrets of any former or concurrent employer or other
person or entity and that I will not bring onto the premises of the Company any
unpublished document or proprietary information belonging to any such employer,
person or entity unless consented to in writing by such employer, person or
entity.

         (c) Third Party Information. I recognize that the Company has received
and in the future will receive from third parties their confidential or
proprietary information subject to a duty on the Company's part to maintain the
confidentiality of such information and to use it only for certain limited
purposes. I agree to hold all such confidential or proprietary information in

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the strictest confidence and not to disclose it to any person, firm or
corporation or to use it except as necessary in carrying out my work for the
Company consistent with the Company's agreement with such third party.

3. Conflicting Employment. I agree that, during the term of my employment with
the Company, I will not engage in any other employment, occupation, consulting
or other business activity directly related to the business in which the Company
is now involved or becomes involved during the term of my employment, nor will I
engage in any other activities that conflict with my obligations to the Company.

4. Returning Company Documents. I agree that, at the time of leaving the employ
of the Company, I will deliver to the Company (and will not keep in my
possession, recreate or deliver to anyone else) any and all devices, records,
data, notes, reports, proposals, lists, correspondence, formulae,
specifications, drawings, blueprints, sketches, materials, equipment, other
documents or property, or reproductions of any aforementioned items developed by
me pursuant to my employment with the Company or otherwise belonging to the
Company, its successors or assigns, including, without limitation, those records
maintained pursuant to paragraph 3(d). In the event of the termination of my
employment, I agree to sign and deliver the "Termination Certification" attached
hereto as Exhibit A.

5. Notification of New Employer. In the event that I leave the employ of the
Company, I hereby grant consent to notification by the Company to my new
employer about my rights and obligations under this Agreement.

6. Solicitation of Employees. I agree that for a period of 12 months immediately
following the termination of my relationship with the Company for any reason,
whether with or without good cause or for any or no cause, at the option either
of the Company or myself, with or without notice, I shall not either directly or
indirectly solicit, induce, recruit or encourage any of the Company's employees
to leave their employment, or take away such employees, or attempt to solicit,
induce, recruit, encourage or take away employees of the Company, either for
myself or for any other person or entity.

7. Conflict of Interest Guidelines. I agree to diligently adhere to the Conflict
of Interest Guidelines attached hereto as Exhibit B.

8. Covenant Not to Compete.

         (a) I agree that during the course of my employment and for 12 months
following the termination of my relationship with the Company for any reason,
whether with or without good cause or for any or no cause, at the option either
of the Company or myself, with or without notice, I will not, without the prior
written consent of the Company, (i) serve as a partner, employee, consultant,
officer, director, manager, agent, associate, investor, or (ii) directly or
indirectly, own, purchase, organize or take preparatory steps for the
organization of, or (iii) build, design, finance, acquire, lease, operate,
manage, invest in, work or consult for or otherwise affiliate myself with any
business, in competition with or otherwise similar to the Company's business.
The foregoing covenant shall cover my activities in every part of the Territory
in which I may conduct business during the term of such covenant as set forth
above. "Territory" shall mean (i) all counties in the State of Utah, (ii) all
other states of the United States of America and (iii) all other countries of
the world; provided that, with respect to clause (iii), the Company derives at
least three percent (3%) of its gross revenues from such geographic area prior
to the date of the termination of my relationship with the Company. Further, I
agree that for a period of 12 months immediately following the termination of my
relationship with the Company for any reason, whether with or without good cause

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or for any or no cause, at the option either of the Company or myself, with or
without notice, I will not, without the prior written consent of the Company,
(x) solicit business or sales, for the same or similar products or services as
provided by the Company, from any customer, client or account of the Company
with which employee has had any contact during the term of employment
("Customers") or (y) attempt to convert Customers to other sellers or providers
for the same or similar products or services as provided by the Company.

         (b) I acknowledge that my fulfillment of the obligations contained in
this Agreement, including, but not limited to, my obligation neither to disclose
nor to use the Company's Confidential Information other than for the Company's
exclusive benefit and my obligation not to compete contained in subsection (a)
above, is necessary to protect the Company's Confidential Information and,
consequently, to preserve the value and goodwill of the Company. I further
acknowledge the time, geographic and scope limitations of my obligations under
subsection (a) above are reasonable, especially in light of the Company's desire
to protect its Confidential Information, and that I will not be precluded from
gainful employment if I am obligated not to compete with the Company during the
period and within the Territory as described above.

         (c) The covenants contained in subsection (a) above shall be construed
as a series of separate covenants, one for each city, county and state of any
geographic area in the Territory. Except for geographic coverage, each such
separate covenant shall be deemed identical in terms to the covenant contained
in subsection (a) above. If, in any judicial proceeding, a court refuses to
enforce any of such separate covenants (or any part thereof), then such
unenforceable covenant (or such part) shall be eliminated from this Agreement to
the extent necessary to permit the remaining separate covenants (or portions
thereof) to be enforced. In the event the provisions of subsection (a) are
deemed to exceed the time, geographic or scope limitations permitted by Utah
law, then such provisions shall be reformed to the maximum time, geographic or
scope limitations, as the case may be, then permitted by such law.

9. Representations. I agree to execute any proper oath or verify any proper
document required to carry out the terms of this Agreement. I represent that my
performance of all the terms of this Agreement will not breach any agreement to
keep in confidence proprietary information acquired by me in confidence or in
trust prior to my employment by the Company. I have not entered into, and I
agree I will not enter into, any oral or written agreement in conflict herewith.

10. Compensation Terms.

         (a) Salary: $135,000.00 per annum to employee in bi-monthly payments.

         (b) Stock Grant: Company will grant 400,000 shares of 144 restricted
stock (the "Shares") as set forth below.

         Vesting of Grant of Shares. Company shall grant to Employee within
         three (3) business days of the stated vesting dates, shares of
         Company's common stock as described more fully below. After vesting,
         Employee shall obtain the Shares by delivering to the Company at its
         principal business offices a letter in writing and signed by Employee
         stating that: (i) Employee has remained employed with Company and
         therefore met the requirements for the Grant; (ii) the number of Shares
         for which Employee is eligible under the Grant; and (iii) at the same
         time delivering to Company the address and person to whom the Grant

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         should be issued. Company will thereafter have a period of three (3)
         business days from the date Employee delivers the notice to verify the
         facts set forth in Employee's notice and either issue the Shares or to
         deny the Grant. If the exercise of the Grant is denied, Company shall
         immediately upon making such determination, state in writing the basis
         for denying the Grant. The Grant shall be and is subject to the
         following vesting schedule:

         I.   100,000 shares shall vest immediately upon Employee and Company
              Executing this Agreement.

         II.  Subject to the terms of this Agreement, the balance of 300,000
              shares shall vest in allotments on the first business day of the
              month set forth below:

                                    August 2005               100,000 shares
                                    August 2006               100,000 shares
                                    August 2007               100,000 shares

                At the sole discretion of Company, Employee shall also be
                entitled to receive stock options under applicable Company stock
                option plans.

         III. Change in Control. All Shares under this Agreement shall fully
              vest in Employee upon a "Change in Control." A "Change in Control"
              shall be deemed to occur if (i) any "person" (as that term is used
              in Sections 13 and 14(d)(2) of the Securities Exchange Act of 1934
              as amended ("Exchange Act")) is or becomes the beneficial owner
              (as that term is used in Section 13(d) of the Exchange Act),
              directly or indirectly, of 50% or more of the voting Capital Stock
              of the Company ("Voting Stock") or (ii) during any period of two
              consecutive years, individuals who at the beginning of such period
              constitute the Board cease for any reason to constitute at least a
              majority thereof, unless the election or the nomination for
              election by the Company's shareholders of each new director was
              approved by a vote of at least three-quarters of the directors
              then still in office who were directors at the beginning of the
              period. Any merger, consolidation or corporate reorganization in
              which the owners of the Company's capital stock entitled to vote
              in the election of directors prior to said combination, own 50% or
              more of the resulting entity's Voting Stock shall not, by itself,
              be considered a change in control for the purposes of this
              Agreement.

         IV.  Company Departure. Employee is an "at-will employee" as that term
              is defined by Utah law and therefore Employee may be terminated
              for any reason. If Employee is terminated for convenience of the
              Company, dies, or is disabled prior to the first business day of
              August 2007, at the convenience of the Company, all remaining
              shares that would have vested as of August 1, 2007 shall fully
              vest immediately. However, if Employee is terminated for cause,

              Employee shall receive a prorated number of shares equal to 8,333
              shares per month for every full month Employee has been employed
              by Company. Employee shall not be compensated for a prorated
              amount of shares for months worked if Employee is terminated for
              cause. If Employee is not terminated for cause, but instead
              voluntarily departs from the employment of Company, Employee shall
              not be entitled to a monthly prorated number of shares, but shall
              only be entitled to those shares that have vested under the
              vesting schedule set forth above.

         IV.  Restrictions on Shares. Employee agrees that the Shares shall be
              restricted and not subject to resale or transfer of any type
              except according to the terms and conditions of this Agreement.
              Employee acknowledges that Employee has had the opportunity and
              has been advised to review the implications of owning restricted
              shares and that Employee understands that receiving a grant of
              restricted shares will result in immediate tax obligations to
              Employee.

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         VI.  Transfer Subject to Securities Laws. Unless the Shares shall at
              some time become registered shares under the securities laws of
              the United States and any applicable State securities laws, any
              transfer of the Shares shall be subject to the securities laws of
              the United States and any State or local laws or ordinances which
              may be affected by such transfer or proposed transfer. No transfer
              of the Shares shall be allowed on the books and records of Company
              unless Employee or the proposed transferee shall provide a legal
              opinion acceptable in form and content to Company and its legal
              counsel, and from legal counsel acceptable to them, confirming
              that the transfer may be made under various exemptions to such
              securities laws and that registration of the Shares is not
              required. Any costs incurred by Company in obtaining an opinion
              from its counsel shall be at the expense of Employee.

         VII. Representations Regarding Securities Laws. The Shares of Company
              which may be issued or transferred subject to the Grant are part
              of a private offering of such Shares by Company. Such Shares are
              securities within the definition of State and Federal Securities
              Laws. Company has relied on certain exemptions for private sales
              of securities and have not registered these securities with the
              Securities & Exchange Commission under the Securities Act of 1933
              nor have the Shares been registered with any State. To insure
              exemption under applicable Federal and State Securities Laws,
              Employee hereby makes the following representations which shall
              survive the delivery of the Shares herein and which shall be true
              at the date of Grant issued herein:

                    (a)  Residence. Employee is a bona fide resident of the
                         State of Utah as the term "resident" is used for
                         securities law purposes.

                    (b)  Intent. Employee is receiving the Shares with the
                         intent to hold such Shares for investment and in
                         accordance with the purpose and intent of this
                         Agreement. No such Shares acquired are being acquired
                         with the intent to resell or redistribute to other
                         persons except as otherwise permitted under applicable
                         securities laws and regulations.

                    (c)  Legend on Certificates. The following legend shall be
                         placed on all certificates for Shares issued pursuant
                         to this Agreement:

                             The securities evidenced by this certificate have
                             not been registered under the Securities Act of
                             1933 or the securities laws of Utah or any other
                             jurisdiction and have been taken for investment
                             purposes only and not with a view to the
                             distribution thereof, and such securities may not
                             be offered, sold, transferred, assigned, pledged or
                             hypothecated unless registered pursuant to the
                             applicable provisions of federal and state
                             securities laws or the Company receives an opinion
                             of counsel (which may be counsel for the Company)
                             reasonably acceptable to the Company stating that
                             such offer, sale or transfer is exempt from such
                             registration requirements.

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                    (d)  Economic Risks. Employee understands the economic risks
                         of the Shares and understands that there is presently a
                         limited public market for the Shares and a more
                         substantial public market may never be developed.
                         Employee further acknowledges the opportunity to obtain
                         additional information from Company upon request.

         VIII. Dividends. For purposes of dividends issued from Company on the
              Shares, Employee shall be considered to own Four Hundred Thousand
              (400,000) shares of Company's common stock from the date of this
              Agreement. Therefore, Employee shall receive from Company cash or
              stock equivalent dividend options on all dividends issued by
              Company as those dividends may be issued to the Company's common
              stockholders. Employee may not receive favorable dividend tax
              treatment on the dividends received depending upon the vesting
              period of the shares.

         IX.  Voting Rights. Employee shall have the right to vote each share of
              common stock as has vested in Employee on the date of any vote of
              the common stockholders of Company.

         (c) Vacation: 4 weeks per year, in addition to holidays recognized by
         the Company.

         (d) Health insurance: Company will provide standard employee health
         insurance as currently instituted at Company.

         (e) Household move: Nontaxable qualified moving expenses paid,
         including traveling and lodging during final move.

11. Arbitration and Equitable Relief.

         Arbitration. IN CONSIDERATION OF MY EMPLOYMENT WITH THE COMPANY, ITS
PROMISE TO ARBITRATE ALL EMPLOYMENT-RELATED DISPUTES AND MY RECEIPT OF THE
COMPENSATION, PAY RAISES AND OTHER BENEFITS PAID TO ME BY THE COMPANY, AT
PRESENT AND IN THE FUTURE, I AGREE THAT ANY AND ALL CONTROVERSIES, CLAIMS, OR
DISPUTES WITH ANYONE (INCLUDING THE COMPANY AND ANY EMPLOYEE, OFFICER, DIRECTOR,
SHAREHOLDER OR BENEFIT PLAN OF THE COMPANY IN THEIR CAPACITY AS SUCH OR
OTHERWISE) ARISING OUT OF, RELATING TO, OR RESULTING FROM MY EMPLOYMENT WITH THE
COMPANY OR THE TERMINATION OF MY EMPLOYMENT WITH THE COMPANY, INCLUDING ANY
BREACH OF THIS AGREEMENT, SHALL BE SUBJECT TO BINDING ARBITRATION TO BE HELD IN
THE STATE OF UTAH ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA")
IN ACCORDANCE WITH ITS RULES THEN IN EFFECT FOR THE RESOLUTION OF COMMERCIAL
DISPUTES. DISPUTES WHICH I AGREE TO ARBITRATE, AND THEREBY AGREE TO WAIVE ANY
RIGHT TO A TRIAL BY JURY, INCLUDE ANY STATUTORY CLAIMS UNDER STATE OR FEDERAL
LAW, INCLUDING, BUT NOT LIMITED TO, CLAIMS UNDER TITLE VII OF THE CIVIL RIGHTS
ACT OF 1964, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE AGE DISCRIMINATION
IN EMPLOYMENT ACT OF 1967, THE OLDER WORKERS BENEFIT PROTECTION ACT, AND ANY
STATUTORY CLAIMS. I FURTHER UNDERSTAND THAT THIS AGREEMENT TO ARBITRATE ALSO
APPLIES TO ANY DISPUTES THAT THE COMPANY MAY HAVE WITH ME.

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         Procedure. I AGREE THAT ANY ARBITRATION WILL BE ADMINISTERED BY THE AAA
AND THAT THE NEUTRAL ARBITRATOR WILL BE SELECTED IN A MANNER CONSISTENT WITH ITS
NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT DISPUTES. I AGREE THAT THE
ARBITRATOR SHALL HAVE THE POWER TO DECIDE ANY MOTIONS BROUGHT BY ANY PARTY TO
THE ARBITRATION, INCLUDING MOTIONS FOR SUMMARY JUDGMENT AND/OR ADJUDICATION AND
MOTIONS TO DISMISS AND DEMURRERS, PRIOR TO ANY ARBITRATION HEARING. I ALSO AGREE
THAT THE ARBITRATOR SHALL HAVE THE POWER TO AWARD ANY REMEDIES, INCLUDING
ATTORNEYS' FEES AND COSTS, AVAILABLE UNDER APPLICABLE LAW. I UNDERSTAND THE
COMPANY WILL PAY FOR ANY ADMINISTRATIVE OR HEARING FEES CHARGED BY THE
ARBITRATOR OR AAA EXCEPT THAT I SHALL PAY THE FIRST $125.00 OF ANY FILING FEES
ASSOCIATED WITH ANY ARBITRATION I INITIATE. I AGREE THAT THE ARBITRATOR SHALL
ADMINISTER AND CONDUCT ANY ARBITRATION IN A MANNER CONSISTENT WITH THE RULES AND
THAT TO THE EXTENT THAT THE AAA'S NATIONAL RULES FOR THE RESOLUTION OF
EMPLOYMENT DISPUTES CONFLICT WITH THE RULES, THE RULES SHALL TAKE PRECEDENCE. I
AGREE THAT THE DECISION OF THE ARBITRATOR SHALL BE IN WRITING.

         Remedy. EXCEPT AS PROVIDED BY THE RULES AND THIS AGREEMENT, ARBITRATION
SHALL BE THE SOLE, EXCLUSIVE AND FINAL REMEDY FOR ANY DISPUTE BETWEEN THE
COMPANY AND ME. ACCORDINGLY, EXCEPT AS PROVIDED FOR BY THE RULES AND THIS
AGREEMENT, NEITHER THE COMPANY NOR I WILL BE PERMITTED TO PURSUE COURT ACTION
REGARDING CLAIMS THAT ARE SUBJECT TO ARBITRATION. NOTWITHSTANDING, THE
ARBITRATOR WILL NOT HAVE THE AUTHORITY TO DISREGARD OR REFUSE TO ENFORCE ANY
LAWFUL COMPANY POLICY, AND THE ARBITRATOR SHALL NOT ORDER OR REQUIRE THE COMPANY
TO ADOPT A POLICY NOT OTHERWISE REQUIRED BY LAW WHICH THE COMPANY HAS NOT
ADOPTED.

         Availability of Injunctive Relief. IN ADDITION TO THE RIGHT UNDER THE
RULES TO PETITION THE COURT FOR PROVISIONAL RELIEF, I AGREE THAT ANY PARTY MAY
ALSO PETITION THE COURT FOR INJUNCTIVE RELIEF WHERE EITHER PARTY ALLEGES OR
CLAIMS A VIOLATION OF THE AT WILL EMPLOYMENT, CONFIDENTIAL INFORMATION,
INVENTION ASSIGNMENT AGREEMENT BETWEEN ME AND THE COMPANY OR ANY OTHER AGREEMENT
REGARDING TRADE SECRETS, CONFIDENTIAL INFORMATION, NONSOLICITATION. I UNDERSTAND
THAT ANY BREACH OR THREATENED BREACH OF SUCH AN AGREEMENT WILL CAUSE IRREPARABLE
INJURY AND THAT MONEY DAMAGES WILL NOT PROVIDE AN ADEQUATE REMEDY THEREFOR AND
BOTH PARTIES HEREBY CONSENT TO THE ISSUANCE OF AN INJUNCTION. IN THE EVENT
EITHER PARTY SEEKS INJUNCTIVE RELIEF, THE PREVAILING PARTY SHALL BE ENTITLED TO
RECOVER REASONABLE COSTS AND ATTORNEYS FEES.

         Administrative Relief. I UNDERSTAND THAT THIS AGREEMENT DOES NOT
PROHIBIT ME FROM PURSUING AN ADMINISTRATIVE CLAIM WITH A LOCAL, STATE OR FEDERAL
ADMINISTRATIVE BODY SUCH AS THE DEPARTMENT OF FAIR EMPLOYMENT AND HOUSING, THE
EQUAL EMPLOYMENT OPPORTUNITY COMMISSION OR THE WORKERS' COMPENSATION BOARD. THIS
AGREEMENT DOES, HOWEVER, PRECLUDE ME FROM PURSUING COURT ACTION REGARDING ANY
SUCH CLAIM.

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         Voluntary Nature of Agreement. I ACKNOWLEDGE AND AGREE THAT I AM
EXECUTING THIS AGREEMENT VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE
BY THE COMPANY OR ANYONE ELSE. I FURTHER ACKNOWLEDGE AND AGREE THAT I HAVE
CAREFULLY READ THIS AGREEMENT AND THAT I HAVE ASKED ANY QUESTIONS NEEDED FOR ME
TO UNDERSTAND THE TERMS, CONSEQUENCES AND BINDING EFFECT OF THIS AGREEMENT AND
FULLY UNDERSTAND IT, INCLUDING THAT I AM WAIVING MY RIGHT TO A JURY TRIAL.
FINALLY, I AGREE THAT I HAVE BEEN PROVIDED AN OPPORTUNITY TO SEEK THE ADVICE OF
AN ATTORNEY OF MY CHOICE BEFORE SIGNING THIS AGREEMENT.

12. General Provisions.

         (a) Governing Law; Consent to Personal Jurisdiction. This Agreement
         will be governed by the laws of the state of Utah without regard for
         conflicts of laws principles. I hereby expressly consent to the
         exclusive personal jurisdiction of the state and federal courts located
         in Utah for any lawsuit filed there against me by the Company arising
         from or relating to this Agreement.

         (b) Entire Agreement. This Agreement sets forth the entire agreement
         and understanding between the Company and me relating to the subject
         matter herein and supersedes all prior discussions between us. No
         modification of or amendment to this Agreement, nor any waiver of any
         rights under this Agreement, will be effective unless in writing signed
         by the party to be charged. Any subsequent change or changes in my
         duties, salary or compensation will not affect the validity or scope of
         this Agreement.

         (c) Severability. If one or more of the provisions in this Agreement
         are deemed void by law, including, but not limited to, the covenant not
         to compete in Section 0, then the remaining provisions will continue in
         full force and effect.

         (d) Successors and Assigns. This Agreement will be binding upon my
         heirs, executors, administrators and other legal representatives and
         will be for the benefit of the Company, its successors, and its
         assigns.

         (e) Construction. The language used in this Agreement will be deemed to
         be the language chosen by the parties to express their mutual intent
         and no rules of strict construction will be applied against either
         party.

         (f) Counterparts. This Agreement may be executed in any number of
         counterparts, each of which shall be enforceable, and all of which
         together shall constitute one agreement.

10. I acknowledge and agree to each of the following items:

         (a) I am executing this Agreement voluntarily and without any duress or
         undue influence by the Company or anyone else; and

         (b) I have carefully read this Agreement. I have asked any questions
         needed for me to understand the terms, consequences and binding effect
         of this Agreement and fully understand them; and

         (c) I understand that an issuance of a restricted stock grant may
         result in an immediate taxable event and I have been advised to assess
         the tax impact on me of receiving restricted stock through retaining an
         independent tax expert and other experts (ie. stock valuation experts)
         as necessary. I have not relied upon tax advice or stock valuation
         services from the Company, or its agents, in making my decision to
         enter into this Agreement.

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         Executed on this 8 day of July, 2004.

                                          EMPLOYEE
                                     By:            /s/ William Dwyer
                                         --------------------------------------
                                     Name:          William Dwyer


                                       9

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                                    EXHIBIT A

                            RASER TECHNOLOGIES, INC.
                            TERMINATION CERTIFICATION


This is to  certify  that I do not have in my  possession,  nor have I failed to
return,  any  devices,   records,  data,  notes,  reports,   proposals,   lists,
correspondence,   specifications,  drawings,  blueprints,  sketches,  materials,
equipment,  other documents or property,  or reproductions of any aforementioned
items  belonging  to  Raser   Technologies,   Inc.,  a  Utah  corporation,   its
subsidiaries, affiliates, successors or assigns (together, the "Company").

I further  certify  that I have  complied  with all the  terms of the  Company's
Employment,  Confidential Information, Invention Assignment,  Noncompetition and
Arbitration  Agreement  signed by me,  including the reporting of any inventions
and original works of authorship (as defined  therein),  conceived or made by me
(solely or jointly with others) covered by that agreement.

I confirm, as set forth in my Employment  Agreement,  Confidential  Information,
Invention  Assignment,  Noncompetition and Arbitration  Agreement to preserve as
confidential  all  trade  secrets,   confidential   knowledge,   data  or  other
proprietary  information  relating to products,  processes,  know-how,  designs,
formulas,  developmental or experimental work,  computer  programs,  data bases,
other original works of authorship,  customer lists,  business plans,  financial
information or other subject matter pertaining to any business of the Company or
any of its employees, clients, consultants or licensees.

I confirm, as set forth in my Employment  Agreement,  Confidential  Information,
Invention  Assignment,  Noncompetition  and  Arbitration  Agreement  that for 12
months from this date,  I will not hire any  employees of the Company nor will I
solicit,  induce,  recruit or encourage any of the Company's  employees to leave
their employment.

I confirm, as set forth in my Employment  Agreement,  Confidential  Information,
Invention  Assignment,  Noncompetition  and  Arbitration  Agreement  that for 12
months  following the  termination of my  relationship  with the Company for any
reason, whether with or without good cause or for any or no cause, at the option
either of the Company or myself, with or without notice, I will not, without the
prior  written  consent  of the  Company,  (i)  serve  as a  partner,  employee,
consultant,  officer,  director,  manager, agent,  associate,  investor, or (ii)
directly or indirectly,  own,  purchase,  organize or take preparatory steps for
the organization of, or (iii) build, design,  finance,  acquire, lease, operate,
manage,  invest in, work or consult for or otherwise  affiliate  myself with any
business,  in competition with or otherwise  similar to the Company's  business.
The foregoing  covenant shall cover my activities in every part of the Territory
in which I may conduct  business  during the term of such  covenant as set forth
above.

Date:
      --------------------------  ---------------------------------------------
                                  (Employee's Signature)


                                  ---------------------------------------------
                                  (Print Employee's Name)


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                                   EXHIBIT B

                            RASER TECHNOLOGIES, INC.
                         CONFLICT OF INTEREST GUIDELINES

         It is the policy of Raser Technologies, Inc. (the "Company") to conduct
its  affairs in strict  compliance  with the letter and spirit of the law and to
adhere to the highest principles of business ethics. Accordingly,  all officers,
employees  and  independent  contractors  must  avoid  activities  that  are  in
conflict, or give the appearance of being in conflict, with these principles and
with the interests of the Company.  The following are  potentially  compromising
situations  that  must  be  avoided.  Any  exceptions  must be  reported  to the
President and written approval for continuation must be obtained.

         1.  Revealing   confidential   information  to  outsiders  or  misusing
confidential  information.  Unauthorized divulging of information is a violation
of this policy  whether or not for personal  gain and whether or not harm to the
Company  is  intended  or  occurs.   (The  At  Will   Employment,   Confidential
Information,  Invention  Assignment,  Noncompetition  and Arbitration  Agreement
elaborates on this principle and is a binding agreement.)

         2. Accepting or offering  substantial gifts,  excessive  entertainment,
favors  or  payments  which  may be  deemed to  constitute  undue  influence  or
otherwise be improper or embarrassing to the Company.

         3.  Participating  in civic or  professional  organizations  that might
involve divulging confidential information of the Company.

         4.  Initiating  or  approving  personnel  actions  affecting  reward or
punishment of employees or applicants where there is a family relationship or is
or appears to be a personal or social involvement.

         5. Initiating or approving any form of personal or social harassment of
employees.

         6. Investing or holding outside  directorship in suppliers,  customers,
or competing companies, including financial speculations,  where such investment
or directorship  might influence in any manner a decision or course of action of
the Company.

         7. Borrowing from or lending to employees, customers or suppliers.

         8. Acquiring real estate of interest to the Company.

         9.  Improperly  using or  disclosing  to the  Company  any  proprietary
information  or trade  secrets of any  former or  concurrent  employer  or other
person or entity with whom obligations of confidentiality exist.

         10. Unlawfully discussing prices, costs,  customers,  sales strategies,
or markets with competing companies or their employees.

         11. Making any unlawful  agreement  with  distributors  with respect to
prices.

         12.  Improperly using or authorizing the use of any inventions that are
the subject of patent claims of any other person or entity.



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<PAGE>

         13.  Engaging  in any conduct  that is not in the best  interest of the
Company.

         Each  officer,  employee  and  independent  contractor  must take every
necessary action to ensure compliance with these guidelines and to bring problem
areas to the  attention  of higher  management  for review.  Violations  of this
conflict of interest policy may result in discharge without warning.


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