AGREEMENT AND PLAN OF MERGER

      This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of April 17, 2007, between Raser Technologies, Inc., a Delaware corporation ("Raser Delaware"), and Raser Technologies, Inc., a Utah corporation ("Raser Utah").

      WHEREAS, Raser Delaware is a corporation duly organized and existing under the laws of the State of Delaware;

      WHEREAS, Raser Utah is a corporation duly organized and existing under the laws of the State of Utah; and

      WHEREAS, the Board of Directors of Raser Delaware and the Board of Directors of the Raser Utah deem it advisable to merge Raser Utah with and into Raser Delaware so that Raser Delaware is the surviving corporation on the terms provided herein (the "Merger").

      NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

      1.1 The Merger. After satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger, and subject to the applicable provisions of the General Corporation Law of the State of Delaware (the "DGCL") and the Utah Revised Business Corporation Act (the "URBCA"), Raser Utah will merge with and into Raser Delaware and Raser Delaware shall file a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the provisions of the DGCL and Articles of Merger with the Utah Department of Commerce, Division of Corporations and Commercial Code in accordance with the provisions of URBCA and shall make all other filings or recordings required by Delaware or Utah law in connection with the Merger. The Merger shall become effective upon the later filing of such Certificate of Merger with the Secretary of State of the State of Delaware or of such Articles of Merger with the Utah Department of Commerce, Division of Corporations and Commercial Code or at such later time as may be provided for in such Certificate of Merger or

Articles of Merger (the "Effective Time"). Upon the Effective Time, the separate corporate existence of Raser Utah shall cease and Raser Delaware shall be the surviving corporation (the "Surviving Corporation").

      1.2 Conditions to the Merger. The respective obligation of each party to effect the Merger is subject to the satisfaction or waiver (except as provided in this Agreement) of the following conditions:

      (a) This Agreement shall have been adopted by the sole stockholder of Raser Delaware, in accordance with the requirements of the DGCL and the Certificate of Incorporation and By-laws of Raser Delaware; and

      (b) This Agreement shall have been adopted by holders of at least a majority of all the votes entitled to be cast thereon of Raser Utah in accordance with the requirements of the URBCA and the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of Raser Utah.

      1.3 Transfer, Conveyance and Assumption. At the Effective Time, Raser Delaware shall continue in existence as the Surviving Corporation and, without further transfer, succeed to and possess all rights, privileges, powers and franchises of Raser Delaware, and all of the assets and property of whatever kind and character of Raser Utah shall vest in Raser Delaware, as the Surviving Corporation, without further deed; thereafter, Raser Delaware, as the Surviving Corporation, shall be liable for all of the liabilities and obligations of Raser Utah, and any claim or judgment against Raser Utah may be enforced against Raser Delaware, as the Surviving Corporation, in accordance with applicable provisions of the DGCL and the URBCA.

Delaware as in effect immediately prior to the Effective Time shall be amended in its entirety as set forth in Exhibit A hereto, and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation.

      (b) At the Effective Time, the By-laws of Raser Delaware as in effect immediately prior to the Effective Time shall be amended in its entirety as set forth in Exhibit B hereto, and, as so amended, shall be the By-laws of the Surviving Corporation.

      1.5 Directors and Officers of the Surviving Corporation. At the Effective Time, the directors and officers of Raser Utah serving as directors or officers of Raser Utah immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation.

per share, of Raser Utah (the "Utah Common Stock") shall, by virtue of the Merger and without

any action on the part of the holders thereof, be converted into one share of Common Stock, par value $.01 per share, of the Surviving Corporation (the "Surviving Common Stock").

      (b) Each then-outstanding share of Common Stock, par value of $.01 per share, of Raser Delaware shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled for no consideration.

Stock (each, an "Option") shall be converted into one option to purchase, on the same terms and conditions as were applicable under such Option at the Effective Time, such number of shares of Surviving Common Stock as is equal to the number of shares of Utah Common Stock that were subject thereto. All terms and conditions of each Option shall otherwise remain unchanged.

      (b) Each then-outstanding warrant to purchase shares of Utah Comm