THIRD AMENDED AT WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, NONCOMPETITIONAND ARBITRATION AGREEMENT

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 31^st day 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:

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.

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

2

Schedule A