Third Amended Restricted Stock Grant Agreement between Raser Technologies, Inc. and Timothy Fehr

Exhibit 10.1

THIS THIRD AMENDED RESTRICTED STOCK GRANT AGREEMENT (the "Third Amended Agreement") is made as of this 16th day of January 2007, between RASER TECHNOLOGIES, INC. ("Company") and TIMOTHY FEHR, ("Employee").

RECITALS

WHEREAS, Company and Employee entered into a certain Second Amended Restricted Stock Grant Agreement (the "Agreement") on February 1, 2006, that the parties now desire to mutually amend 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. The shares that would have vested per Schedule A of the Agreement will be delivered according to Exhibit 1 of this Third Amended Agreement. If Employee is terminated for any reason other than for cause, the Employee shall receive a prorated number of shares as set forth in Schedule A of the Agreement per month for every full month Employee has been employed by Company. Any partial months worked shall be deemed as not worked for the purposes of calculating any pro rata distribution of shares to employee. Employee shall not be compensated for a prorated amount of shares for months worked if Employee is terminated for cause.

2. 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: Timothy Fehr