LIGHTNING DOCK GEOTHERMAL, INC. ASSET PURCHASE AGREEMENT

      CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT HAS BEEN OMITTED FROM PUBLIC FILING PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

      SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION, WHICH APPEARS ON 2 PAGES OF THIS EXHIBIT AND HAS

BEEN IDENTIFIED WITH THE SYMBOL "***," HAS BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.

LIGHTNING DOCK GEOTHERMAL HI-01, LLC

GEOLECTRIC POWER COMPANY NM, LLC

      EDWARD C. FISCH, TRUSTEE OF THE EDWARD C. FISCH DEFINED BENEFIT PLAN

JACK S. WOOD, TRUSTEE OF THE WOOD FAMILY TRUST

      THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into as of December 3, 2007, between and among LIGHTNING DOCK GEOTHERMAL HI-01, LLC , a Delaware limited liability company (together with its successors and permitted assigns, the “Purchaser”), LIGHTNING DOCK GEOTHERMAL, INC., a New Mexico corporation (the “Seller”), GEOLECTRIC POWER COMPANY NM, LLC, a New Mexico limited liability company (the “Stockholder”), and EDWARD C. FISCH, a resident of the State of California, EDWARD C. FISCH, TRUSTEE OF THE EDWARD C. FISCH DEFINED BENEFIT PLAN, a trust established pursuant to ERISA, and JACK S. WOOD, TRUSTEE OF THE WOOD FAMILY TRUST, a trust established pursuant to the laws of the state of California (collectively, the “Owners”).

      WHEREAS, the Owners and Stockholder are developing through the Seller a binary geothermal energy project in the southwestern portion of New Mexico in the Animas Valley of Hidalgo County, New Mexico (as more particularly described in Exhibit A , the “Project”);

      WHEREAS, the Stockholder owns, beneficially and of record, one hundred percent (100%) of the outstanding equity shares of the Seller (the “Equity Interests”);

      WHEREAS, the Owners own one hundred percent (100%) of the membership interests of the Stockholder (the “Membership Interests”);

      WHEREAS, the Seller was formed, for the purpose of developing and operating the Project, which is located on an approximately 2,500 acres of more or less adjacent parcels located in Hidalgo County, New Mexico (the “Site”) pursuant to, and subject to the terms of BLM lease #NM 34790 (the “BLM Lease”); and

      WHEREAS, subject to the terms and conditions contained herein, the Purchaser desires to purchase from the Seller, and the Seller desires to sell to the Purchaser, all of Seller’s assets, as defined herein.

      NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the parties hereby agree as follows:

the Closing, Seller shall sell, transfer, convey, assign and deliver (collectively, “Transfer”), or cause to be Transferred, to Purchaser, free and clear of all Encumbrances, and Purchaser shall purchase and acquire, all of Seller’s right, title and interest in and to all of Seller’s assets and rights (collectively, the “Assets”) of every type and description, whether tangible or intangible, real, personal or mixed, wherever located and whether or not reflected on the books and records of Seller, including, but not limited to, the assets set forth in Exhibit A , and the following assets and rights (but excluding the Excluded Assets):

      (a) All assets related to the Project, real, tangible and/or personal, as in existence as of the Closing Date, a true, complete and correct list of which is attached hereto as Schedule 1.1(a) .

      (b) All of Seller’s right, title and interest in, to and under all contracts and agreements relating to the Project, the Site, or the Assets, including, without limitation, the BLM Lease, the Prospective Leases (as defined in Exhibit A hereto), and the Seller’s right, title and interest in, to and under the contracts, agreements and understandings described in Schedule 1.1(b) (the “Contracts”).

      (c) All Permits relating to the Assets, to the extent actually assignable or transferable, including, without limitation, those described in Schedule 1.1(c) . “Permit” shall mean any permit, license, approval, certification, endorsement or qualification of any Governmental Body or any other person (including, but not limited to, any customer).

      (d) All claims of Seller against third parties relating to the Assets, whether known or unknown, contingent or non-contingent, including all claims listed in Schedule 1.1(d) .

      (e) All of Seller’s books and records (including all discs, tapes and other media-storage data and information) relating to the Assets.

“Encumbrance” shall mean any security interest, mortgage, lien, charge, option, easement, license, adverse claim or restriction of any kind, including, but not limited to, any restriction on the use, transfer, voting, receipt of income or other exercise of any attributes of ownership.

      1.2 Assumption of Liabilities . Upon the terms and subject to the conditions of this Agreement, Purchaser agrees, effective at the time of Closing, to assume, to the extent not paid, performed or discharged on or prior to the close of business on the Closing Date, all of Seller’s liabilities and obligations arising after the Closing Date under the Contracts, including, without limitation, “plug and abandon” obligations under the BLM Lease (the “Assumed Liabilities”); provided, however, that Purchaser shall not succeed to or assume, and Seller shall be responsible for, any liability or obligation arising out of any breach by Seller of any such Contract or any failure by Seller to discharge or perform any liability or obligation arising on or prior to the Closing Date under any such Contract.

      1.3 Excluded Liabilities . Purchaser shall not assume any liabilities other than the Assumed Liabilities, nor shall it assume any of the following obligations or liabilities, which shall remain obligations and liabilities of Seller (all obligations or liabilities not assumed by Purchaser are called the “Excluded Liabilities”):

      (a) Any and all liabilities of the Seller for Taxes. “Tax” or “Taxes” shall mean all taxes, charges, fees, levies or other assessments, including, without limitation, income, excise, gross receipts, personal property, real property, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, severance, stamp, occupation, windfall profits, social security and unemployment or other taxes imposed by the United States or any agency or instrumentality thereof, any state, county, local or foreign government, or any agency or

instrumentality thereof, and any interest or fines, and any and all penalties or additions relating to such taxes, charges, fees, levies or other assessments.

      (b) Any claim, demand, cause of action, suit, proceeding, hearing, investigation, judgment, penalty, settlement agreement or other obligation to pay in respect of any Claim that is pending or, to the knowledge of Seller, Stockholder or Owners, threatened on or prior to the Closing Date, including, but not limited to, those listed in Schedule 1.3(b) . “Claim” shall mean any claim, demand, cause of action, suit, proceeding, arbitration, hearing or investigation.

      (c) All claims, liabilities or other obligations that relate to injuries, actions, omissions, conditions or events that occurred or existed on or prior to the Closing Date, whether based on any act or omission of Seller, in connection with the Assets.

      (d) All claims and liabilities arising out of or relating to (a) the treatment, storage or disposal on or prior to the Closing Date of Materials of Environmental Concern (as defined herein) by Seller or any other Person (including, without limitation, any previous owner, lessor or sublessor) on or at the Real Property or any other real property previously owned, leased, subleased or used by Seller in the operation of the Business or otherwise; (b) releases of Materials of Environmental Concern on, at or from any assets or properties (including, without limitation, the Real Property) owned, leased, subleased or used by Seller in the operation of the Business or otherwise at any time such assets or properties were owned, leased, subleased or used by Seller; (c) generation or transportation of Materials of Environmental Concern by Seller in the operation of the Business or otherwise, and (d) releases of Materials of Environmental Concern by any Person (including, without limitation, any previous owner, lessee or sublessee) on or from the Real Property prior to Seller’s ownership or use thereof, or (e) the violation by Seller of or the noncompliance by Seller with any applicable Environmental Laws.

(e) All liabilities of Seller to the Stockholders, the Owners, or to any affiliate of

1.1, the Purchaser shall pay to the Seller the purchase price as follows (collectively, the “Purchase Price”) in the manner set forth in Section 1.5(c), below: Four Million One Hundred Forty Thousand Dollars ($4,140,000) upon the Closing (as defined below).

      (b) Payment Account . Pursuant to Section 1.5(c), below, payment of the Purchase Price shall be made into escrow by wire transfer of immediately available funds to: Customer Name: Raser Technologies, Inc.; Account No. 22234, Bank of Utah, 2605 Washington Blvd. Ogden, Utah 84401, For the Account of Escrow Specialists, Attention: Payoff Department, Account Number: 03041794, ABA Number: 124300107, or as designated by written notice to the Purchaser not less than two (2) business days before the Closing.

to Owners upon (A) full execution and delivery of a surface access agreement in a form

reasonably acceptable to Purchaser, and on substantially the terms and conditions set forth on Exhibit B hereto, or (B) resolution of surface access and issues related to ***, or any of ***’s affiliates, including, without limitation, ***. or ***. (“***”), minus all amounts, payments, liabilities, costs, fees or expenses incurred by Purchaser related to entering such agreement, including, without limitation, any amounts, payments, liabilities, costs, fees or expenses relating to any claims by or relating to *** or any affiliates of or related parties to ***.

      (ii) One Hundred and Fifty Thousand Dollars ($150,000) shall be paid to the Owners upon full execution and delivery of an agreement between Purchaser and ***, a *** corporation (“***”) whereby any interests that *** has in the Site, Project, Seller or BLM Lease, including, without limitation, any royalty interest, is fully extinguished (the “Royalty Termination Agreement”), minus fifty percent (50%) of all amounts, payments, liabilities, costs, fees or expenses incurred by Purchaser related to such agreement. If a Royalty Termination Agreement is not entered into on or before the date that a geothermal power plant begins operations on the Site, the Owners shall forfeit its right to and interest in the One Hundred and Fifty Thousand Dollar portion of the Contingent Consulting Payments.

Consulting Payments shall be approved by Owners in writing, which approval shall not be unreasonably withheld.

      (B) Purchaser shall not deduct amounts from the Contingent Consulting Payments for costs and expenses outside the scope of the matters set forth in Sections 1.4(c)(i) and 1.4(c)(ii) and that materially benefit the Project. By way of example, but without limitation, Owners shall not be responsible for the purchase of water rights by Purchaser.

contemplated by this Agreement shall take place at the office of Holland & Hart LLP on or before December 5, 2007 at 5:00 p.m. local time, or at such other time and place as the parties may agree (the “Pre-Closing” or the “Pre-Closing Date”).

      (b) Deliverables . On or prior to the Pre-Closing Date, Seller and Purchaser, as the case may be, shall deliver into the escrow account set forth in Section 1.5(c), below, to Purchaser and Purchaser shall deliver to Seller, as the case may be, such instruments of sale and assignment as shall, in the reasonable judgment of Purchaser, be effective to vest in Purchaser on the Closing Date all of Seller’s right, title and interest in and to the Assets and to evidence the assumption of the Assumed Liabilities by Purchaser (the “Deliverables”), including, without limitation, a Bill of Sale and Assignment substantially in the form of Exhibit C (the “Bill of Sale”) and BLM Lease assignment agreements substantially in the form of Exhibit D (the “Assignment Agreements”), and shall record such Assignment Agreements at the appropriate BLM office and in Hidalgo County, New Mexico. Seller shall take all reasonable additional steps as may be necessary to put Purchaser in possession and operating control of the Assets at the Closing, and

Purchaser shall take all reasonable additional steps as may be necessary for it to assume the Assumed Liabilities at the Closing; provided, however, that closing of the purchase and sale of the Assets as contemplated by this Agreement shall take place upon approval by the Department of the Interior, Bureau of Land Management (“BLM”) of the assignment of the BLM Lease to Purchaser (the “Closing” or the “Closing Date”); provided, further, however, that notwithstanding any delay in transfer of title to the BLM Lease, Seller, Stockholder and Owners shall grant Purchaser and any person or entity Purchaser deems necessary, including, without limitation, Purchaser’s representatives, consultants, contractors, and affiliates, full and unhindered access to the Site and the Project on and after the Pre-Closing Date.

      (c) Escrow Agreement . The parties shall execute and deliver an escrow agreement substantially in the form attached hereto as Exhibit E (the “Escrow Agreement”), which Escrow Agreement (i) establishes an escrow account (the “Escrow Account”) into which the Purchase Price shall be deposited, together with the Deliverable set forth in Section 1.5(b), (ii) provides for the release of such funds from escrow upon the Closing, (iii) provides for certain terms and conditions to accomplish a like-kind exchange pursuant to Section 1031 of the Code, as defined below, including holding the replacement property acquired pursuant to such like-kind exchange, refinancing the replacement property, and holding and distributing certain of the proceeds of such refinancing to Seller, as set forth in the Escrow Agreement. Nine Hundred Thousand Dollars ($900,000) of such refinancing proceeds shall be loaned to Purchaser pursuant to a promissory note, in substantially the form attached hereto as Exhibit F (the “Note”), made due and payable on the earlier of (x) January 5, 2009, or (y) the commercial operation date or equivalent date as specified in the power purchase agreement, of a binary geothermal power production facility on the Site,. The Note will be secured by a Mortgage in the form set forth in Exhibit G (the “Mortgage”). The Note and Mortgage shall be executed at the Closing and delivered into the Escrow Account for delivery pursuant to the terms of the Escrow Agreement and as set forth above.

      (d) BLM Approval . If the BLM rejects or otherwise fails to approve assignment of the BLM Lease from Seller to Purchaser within twenty (20) days of the Pre-Closing, (x) this Agreement shall be deemed null and void, and (y) the Purchase Price, the Note and the Mortgage shall be returned to the Purchaser and the Deliverables shall be returned to the contributing party, and (z) the parties shall revert to that certain Binding Letter Agreement, dated September 27, 2007, between Purchaser and Stockholder, without waiver by any party of any provision therein; provided, however, that if a failure to approve by the BLM is based upon issues directly relating to ***, and such failure, in the reasonable judgment of Seller and Purchaser, cannot be cured within a thirty (30) days from the date of the BLM’s failure to approve, then Seller and Purchase shall negotiate in good faith to restructure the transaction between the parties in the form of a purchase by Purchaser, or an affiliate of Purchaser, of all of Stockholder’s membership interests, all upon terms and conditions acceptable to Seller and Purchaser, such negotiations to be completed within thirty (30) days of any BLM failure to approve, whereafter (xx) this Agreement shall be deemed null and void, (yy) the Purchase Price, the Note and the Mortgage shall be returned to the Purchaser and the Deliverables shall be returned to the contributing party, and (zz) the parties shall revert to that certain Binding Letter Agreement, dated September 27, 2007, between Purchaser and Stockholder, without waiver by any party of any provision therein.

      (e) Prorations . To the extent necessary, all nondelinquent Taxes constituting Assumed Liabilities and not constituting Excluded Liabilities shall be prorated as of the Closing, based on the fiscal year used by the taxing authority. Within thirty (30) days of the Closing, Seller shall furnish Purchaser with sufficient information to enable the Purchaser and the Seller to make the prorations.

      (f) Subordination . To the extent a Note is secured by a Mortgage, as set forth in Section 1.5(c) and Exhibit G , or otherwise, any and all such security interests are hereby expressly subordinated to the Senior Indebtedness, and Owners agree to execute and deliver customary forms of subordination agreement requested from time to time by the holders of Senior Indebtedness; provided, however, that Owners shall not be required to subordinate to Senior Indebtedness exceeding Three Million Five Hundred Thousand Dollars per megawatt ($3,500,000/MW) of electrical output capacity in a fully functional geothermal power plant on the Site. “Senior Indebtedness” shall mean, unless expressly subordinated to or made on a parity with the amounts due under the Purchase Price, the principal of, unpaid interest on and amounts reimbursable, fees, expenses, costs of enforcement and other amounts due in connection with (i) indebtedness of Borrower to banks or commercial finance or other lending institutions regularly engaged in the business of lending money (including investment banking or similar institutions and their affiliates which sometimes engage in lending activities but which are primarily engaged in investments in equity securities), whether or not secured, and (ii) any such indebtedness or any debentures, notes or other evidence of indebtedness issued in exchange for such Senior Indebtedness, or any indebtedness arising from the satisfaction of such Senior Indebtedness by a guarantor.

      (g) Further Assurances . From time to time following the Closing, Purchaser and Seller shall execute and deliver, or cause to be executed and delivered, to the other such additional instruments of conveyance and transfer and evidences of assumption as such other party may reasonably request or as may be otherwise necessary or desirable to carry out the purposes of this Agreement and the other transaction documents.

      1.6 Tax Allocation . The parties agree that for purposes of allocating the Purchase Price for federal, state, local and other tax purposes, the fair market values of the Assets are as set forth in Schedule 1.6 hereto. The parties agree to utilize the fair market values of the Assets set forth in Schedule 1.6 for the purpose of allocating the Purchase Price paid hereunder for the Assets for federal, state, local and other tax purposes, which allocation is in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”). Each party agrees to report the federal, state, local and other tax consequences of the transactions contemplated by this Agreement in a manner consistent with such allocation and shall not take any position inconsistent therewith upon examination of any tax return, in any refund claim, or in any litigation, investigation or otherwise. Each party shall cooperate with the other party in the filing of Form 8594 (and any required supplemental asset acquisition statements) with the U.S. Internal Revenue Service.

      1.7 Recoupment . To the extent any costs or expenses are (a) deducted from the Contingent Consulting Payments and retained by Purchaser, or (b) paid to Purchaser by Seller, or set off by Seller against the Third Note, pursuant to a breach by Seller of its representation and warranty in Section 2.16(c), then Seller shall be entitled to a recoupment of all such amounts,

without interest, on the following terms and conditions: At such time as Purchaser is operating a fully functional geothermal power plant on the Site, and such plant is producing in excess of fifteen megawatts (15 MW) of electrical output capacity, then Purchaser shall establish in favor of Seller a production payment equal to two percent (2%) of gross electrical revenues, less transmission costs and taxes, paid to Seller, and which production payment shall terminate immediately upon recoupment by Seller of the costs and expenses referenced in subsections (a) and (b) of this Section 1.7.

2. REPRESENTATIONS AND WARRANTIES OF THE OWNERS, THE COMPANY, AND THE SELLER

      As an inducement to the Purchaser to execute this Agreement, the Owners, the Stockholder, and the Seller represent and warrant to the Purchaser as of the Closing Date as follows:

existing and in good standing under the laws of the State of New Mexico, and is duly licensed or qualified to transact business in each jurisdiction where failure to duly qualify or become licensed would materially and adversely affect the Owners’ or the Stockholder’s ability to perform its obligations under this Agreement. The Stockholder has full power and authority to own, lease or otherwise hold its properties and assets, including the Equity Interests, and to carry on its business as now conducted and to execute and deliver, and perform its obligations under, this Agreement and any other agreements, documents and instruments to which it is or will be a party delivered in connection with the closings hereunder.

      (b) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of New Mexico, and is duly licensed or qualified to transact business in each jurisdiction where failure to duly qualify or become licensed would materially and adversely affect the Owners’, the Seller’s or the Stockholder’s ability to perform its obligations under this Agreement. The Seller has full power and authority to own, lease or otherwise hold its properties and assets, including the Contracts (as defined below), and to carry on its business as now conducted and to execute and deliver, and perform its obligations under, this Agreement and any other agreements, documents and instruments to which it is or will be a party delivered in connection with the closings hereunder.

the Owners of this Agreement and any other agreements, documents and instruments to which it is or will be a party delivered in connection herewith as well as the consummation by the Seller, the Stockholder, and the Owners of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Seller, the Stockholder, and the Owners.

      (b) The execution, delivery and performance by the Seller, the Stockholder, and the Owners and the consummation by the Seller, the Stockholder, and the Owners of the transactions contemplated hereby does not and will not (i) violate any law or regulation applicable

to the Seller, the Stockholder, and the Owners, or any order of any court or governmental authority having jurisdiction over the Seller, the Stockholder, and the Owners, (ii) violate or conflict with, or constitute (with due notice or lapse of time or both) a default under any lien to which the Seller, the Stockholder, and the Owners are a party, or (iii) violate or conflict with or result in a breach of any provision of the Stockholder’s Articles of Organization or the Seller’s Articles of Incorporation.

      2.3 Validity . This Agreement has been duly executed and delivered by the Seller, the Stockholder, and the Owners and constitutes the valid and binding obligation of the Seller, the Stockholder, and the Owners, enforceable against the Seller, the Stockholder, and the Owners in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, m