ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT

     THIS FIRST AMENDMENT (this “Amendment”) to the Engineering, Procurement and Construction Agreement dated as of August 31, 2008 (the “Agreement”) by and between RASER TECHNOLOGIES, INC. (“Contractor”) and THERMO NO. 1 BE-01, LLC, a Delaware limited liability company (“Owner”), is made and entered on the 4^th day of December, 2009.

     WHEREAS, in connection with the Project, Contractor and Owner entered into the Agreement;

     WHEREAS, Contractor and Owner desire to amend certain terms and conditions of the Agreement as set forth herein;

     NOW, THEREFORE, in consideration of the agreements and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     Section 1. Defined Terms. Any capitalized term used in this Amendment but not otherwise defined or amended in this Amendment shall have the meaning ascribed to such term in the Agreement.

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Damages are received by the Owner and paid to the Lenders in the full amount of the Buy-Down CA Redemption Amount or if Buy-Down Liquidated Damages, as determined pursuant to such recalculation of the Equity Base Case Model under Section 6.4.2 are equal to zero, Facility Substantial Completion shall be deemed to occur for all purposes under this Section 6.4.”

2.7 A new Section 14.1.5 is hereby added to the Agreement that reads as follows:

"Completion Plan. Contractor represents and warrants that the items contained in the budget provided in connection with the Completion Plan are good faith estimates.

     3.1 Schedule E to the Agreement is hereby deleted in its entirety and is replaced with the Schedule E attached to this Amendment.

     3.2 Schedule F to the Agreement is hereby deleted in its entirety and is replaced with the Schedule F attached to this Amendment.

Section 4. Confirmation. Except as specifically modified by this

Amendment, the terms and provisions of the Agreement are hereby ratified and confirmed and remain in full force and effect. From and after the date hereof, all references to the Agreement shall be reference to the Agreement as amended hereby.

     Section 5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of shall in all respects be governed by and construed in accordance with the laws the State of New York, without giving effect to any choice of law rules thereof which may permit or require the application of the laws of another jurisdiction. The Parties hereby irrevocably submit to the jurisdiction of the courts of the State of New York in the county of New York or of the United States of America in the Southern District of New York and hereby waive, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue in an such action or proceeding in any such court.

     Section 6. Further Assurances. In connection with this Amendment and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be reasonably required or useful to carry out the intent and purpose of this Amendment and as are not inconsistent with the terms hereof.

     Section 7. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an original but all of which together will constitute one instrument, binding upon all parties hereto, notwithstanding that all of such parties may not have executed the same counterpart.

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     Section 8. Joint Efforts. To the full extent permitted by Applicable Laws, neither this Amendment nor any ambiguity or uncertainty in this Amendment will be construed against any of the parties hereto, whether under any rule of construction or otherwise. On the contrary, this Amendment has been prepared by the joint efforts of the respective attorneys for, and has been reviewed by, each of the Parties hereto.

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     IN WITNESS WHEREOF, each party has caused this First Amendment to the Engineering, Procurement and Construction Agreement to be executed on its behalf as of the date first written above.

Completion Plan Budget

Schedule F

Completion Plan