GEOTHERMAL LEASE AGREEMENT

Exhibit 10.33

GEOTHERMAL LEASE 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 8 PAGES OF THIS EXHIBIT AND HAS BEEN IDENTIFIED WITH THE SYMBOL “****,” HAS BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.

THIS GEOTHERMAL LEASE AGREEMENT (“Lease” or “Agreement”) is made and entered into as of the 17 ^th day of January, 2007, (“Effective Date”), by and between Richard Guelich and Charles McGee, individuals with primary residences in the state of Nevada having                          addresses                          of                                                               respectively (collectively “Lessor”), and RASER POWER SYSTEMS, LLC., a Utah company with an address of 5152 North Edgewood Drive, Provo, Utah 84604 (“Lessee”).

RECITALS

WHEREAS, Lessor is the owner of and/or has a leasehold interest in certain geothermal and mineral rights at least as great as those granted herein to Lessee, situated in **** County, Nevada, having a description of **** , containing approximately 635 acres of land, more or less, together with all right, title and interest of Lessor, presently owned, leased, or hereafter acquired, whether such rights or acquisition is of an interest in whole or in part of rights in the above described lands (collectively “Lands”). All documents of title, recordation, or otherwise, establishing Lessor’s rights and interest in and to the Lands (“Title Documents”) are set forth in Exhibit A, attached hereto and incorporated herein by this reference. All agreements and related documents setting forth the rights Lessor has obtained in the Lands, including without limitation BLM leases, are attached in Exhibit B.

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WHEREAS, the Parties hereto are desirous of having the Lands developed for the production of geothermal resources.

NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

(a) For and in consideration of the covenants, promises, warrantees, and rights granted herein, and other good and valuable consideration, Lessee shall pay to Lessor (i) the sum of FIVE THOUSAND DOLLARS ($5,000) within ten (10) business days of the Effective Date of this Agreement and (ii) FIVE THOUSAND (5,000) common shares of restricted stock of Raser Technologies, Inc. (NYSE:RZ) within twenty (20) business days of the Effective Date of this Agreement, and the rentals and royalties herein provided and the covenants and agreements hereinafter contained, and in exchange for the consideration provided for herein, Lessor hereby grants, demises, leases, sub leases, and lets unto Lessee, the Lands with the sole and exclusive right to Lessee to drill for, produce, extract, take and remove therefrom all forms of thermal energy and other associated geothermal resources: (1) all products of geothermal processes, embracing indigenous steam, hot

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water and hot brines; (2) steam and other gases, hot water and hot brines resulting from water, gas, or other fluids artificially introduced into subsurface formations; and (3) heat or other associated energy found beneath the surface of the earth (collectively “Geothermal Resources”). Notwithstanding anything to the contrary herein, as a condition to Lessee paying Lessor the sum of FIVE THOUSAND DOLLARS ($5,000) within ten (10) business days of the Effective Date of this Agreement, Lessor must first provide in Exhibit A the Title Documents (defined above) which establish Lessor’s rights in and to the Lands, which rights Lessor represents and warrants are sufficient to grant to Lessee the rights set forth herein. As a material condition to Lessor enforcing this Agreement, or any part thereof, Lessor must first provide the Title Documents.

(b) For no additional consideration, except for the royalties set forth below, Lessee is hereby granted the right to extract from the ground any minerals, elements, or other substances (collectively “Substances”).

(c) For no additional consideration, Lessee is hereby granted the right to store, utilize, process, convert, and otherwise use such Substances and Geothermal Resources on or off the Lands and to sell the same or any part thereof on or off the Lands during the term hereof, with the right of entry on the Lands at all times for said purposes, and to construct, use, maintain, erect, repair and replace thereon, and to remove therefrom all

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roads, pipelines, telephone lines, utility installations power lines, poles tanks, evaporation or settling basins, extraction or processing plants, machinery, equipment, buildings, electric power plants and equipment for generation and transmission of electric power, and the like, for the handling, treatment or storage of the Substances and Geothermal Resources, and all structures and facilities relating in any way thereto, which Lessee may desire to erect, construct, or install and to use so much of the surface of the land as may be necessary or reasonably convenient for the production, utilization, and processing of Geothermal Resources and/or Substances or to the full enjoyment of the rights granted by this Lease in carrying on Lessee’s operations on or from the Lands; and Lessee shall have the further right to erect, maintain, operate and remove a plant or plants, structures and facilities with all necessary appurtenances for the conversion of the Substances and Geothermal Resources into raw materials or commercially usable substances, heat, power or another form of energy, and for the extraction of products from steam, brine or hot water produced from the Lands and other lands in the vicinity of the Lands, including all rights necessary or convenient thereto, together with rights of way for passage over, upon and across and ingress and egress to and from the Lands for any or all of the above mentioned purposes. Lessee shall also have the right to utilize or to dispose of waste brine and other waste products from a well or wells on the Lands into a well or wells drilled or

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converted for that purpose on the Lands or other land in the vicinity, and the right to inject and re-inject water, brine, steam and gases from a well or wells on the Lands or such other land for the purpose of maintaining or restoring pressure, increasing or maintaining production, or testing in the productive zones beneath the Lands or other land in the vicinity thereof.

(d) In addition to the rights granted to Lessee herein, Lessor hereby grants to Lessee the sole and exclusive right to explore the Lands by geological, geophysical or other methods, whether now known or hereafter developed.

(e) Lessor shall not oppose Lessee’s appropriation and use of surface water and groundwater from the Lands for its operations hereunder, provided, however, that should Lessee’s appropriation of water and use thereof interfere with or impair any of Lessor’s existing or established water rights, Lessee shall compensate Lessor for the fair appraised value (which shall be determined by an independent, accredited appraiser as reasonably selected by Lessee and Lessor by mutual agreement) of any verified impairment to an existing or established water supply.

(a) Subject to the other provisions herein contained, this Lease shall have a term of FIFTY {50} years from the Effective Date (the “Primary Term”) and shall continue for so long thereafter as (i) Lessee is extracting or drilling for Substances

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or Geothermal Resources on the Lands (or lands pooled or unitized with the Lands), with at least one string of tools, working with reasonable diligence, allowing not more than TWENTY-FOUR (24) months between the completion or abandonment of one site/well and the exploration and/or commencement of operations for the next; or (ii) Substances and Geothermal Resources are being produced or generated from the Lands (or lands pooled or unitized with the Lands) in commercial quantities or steps are being taken to develop the land in such a way as to produce or generate from the land commercial quantities; or (iii) Remedial Operations are being continuously conducted on the Lands (or lands pooled or unitized with the Lands) , or (iv) drilling operations, commercial production of Substances or Geothermal Resources, or Remedial Operations are suspended or excused under the provisions of this Lease; or (v) this Lease is otherwise extended by its terms. In the event Lessee cannot meet any of the forgoing requirements (i-v) , Lessee shall have a first right of refusal to renegotiate a lease agreement similar in nature and scope to this Agreement with Lessor for a period of at least fifty (50) years. In no event shall Lessor grant the rights set forth herein to any other party on terms less favorable to Lessor than those offered by Lessee. “Remedial Operations” means reworking, redrilling, cleaning, testing, and the repair and replacement of wells and facilities for the production or use of Substances or Geothermal Resources. Remedial operations shall be deemed continuous so long as such

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operations do not cease for a period of more than two (2) consecutive years. For the purpose of this Lease, production in “commercial quantities” shall mean production in such quantities of Geothermal Resources and/or Substances produced, sold, or used, the value of which, after deducting Lessor’s royalty hereunder and Lessess’s normal operating costs will provide to Lessee a return of such costs.

(b) Lessor acknowledges and agrees that the initial sum of FIVE THOUSAND DOLLARS ($5,000.00) which is payable within ten (10) business days of the Effective Date of this Agreement for Lands covered by the Lease, covers any rental fee in full for a period of one (1) year from the date of this Lease. Within one (1) year from the date hereof and on or before each anniversary date thereafter while the Lease is in force, Lessee agrees to pay to Lessor as rentals for the next ensuing year the sum of **** per acre for each acre of the Lands leased and/or owned by Lessor by way of lease, sublease, or fee simple title and covered by the Lease at the time payment is made, which shall be the property identified above and set forth in Exhibit “A,” as it may be amended in writing signed by both parties; provided, however, that rentals paid to Lessor under this subsection shall apply toward or be credited to royalties payable or to become payable on actual production (if any) for any year such rentals are paid. In the event that Lessor’s current lease rate with the BLM increases during the pendency of this Agreement, Lessee shall, in addition to the **** per acre for each acre of the Lands leased from the BLM, pay the increase in the BLM lease rate per acre.

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(c) Lessor hereby agrees that the 5,000 shares of Raser Technologies, Inc. stock provided to Lessor upon execution of this Agreement and provision of verified documentation of title interest shall be an advance against any royalties payable, or to become payable, to Lessor. In other words, the value of the stock at the time Lessor sells the stock shall be the value of the advance against royalties, whether owing in the present or in the future. No royalty shall be paid to Lessor unless and until the advance is recouped by Lessee. Additionally, such advance shall be applied against any rentals payable or to become payable to Lessor.

(d) Notwithstanding the limitation of the term of the Lease as set forth in Section 2 (a) above, the Lease shall not be terminated for lack of production in commercial quantities after its Primary Term if Lessee shall have shut-in any or all producing wells on the Lands or any land unitized or pooled with the Lands as provided in Section 12 hereof for engineering or economic reasons sufficient in its good faith opinion to warrant such action; provided, however, that in the case of such shutdowns, Lessee shall pay Lessor, on or before the anniversary date of the Lease, the rental set forth in Section 2 (b) above and each such payment shall maintain the Lease in force and extend the term of the Lease for an additional year.

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Subject to Section 9 below, Lessee shall pay to Lessor royalty out of the proceeds received by Lessee from the sale of global Geothermal Resources produced from the Lands, or allocated to the Lands as provided in Section 12, as follows:

(a) If Lessee generates electric power from any Geothermal Resources or otherwise converts any Geothermal Resources into electric power and sells any of said electric power, a royalty of **** of the gross proceeds of the sale of said electric power for the first five (5) years of this Lease as calculated from the Effective Date of this Agreement, and thereafter at a rate of **** for the remainder of the lease and any extensions thereto; less the pro-rata percent share of:

(1) any sales, excise or other taxes imposed on the sale of any said electric power so sold or which are required to be included in or added to the sales price thereof or paid by the seller; and

(2) any cost to Lessee of any transmission to the point of sale of any of said electric power so sold, if sold off the Lands or the Unit Area, as the case may be;

(3) assuming Lessee does not use electricity generated from the geothermal plant for such requirements, the reasonable

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and standard cost of any electricity purchased by Lessee from unaffiliated third parties to operate the geothermal well field pumps or serve other parasitic loads of the geothermal gathering field or the generating plant.

(b) If Lessee sells any Substances as such, a royalty of **** of the gross proceeds of the sale of said Substances for the first five (5) years of this Lease as calculated from the Effective Date of this Agreement, and thereafter at a rate of **** for the remainder of the lease and any extensions thereto; less the pro rata percent share of:

(1) Any sales, excise or other taxes imposed on the sale of any Substances sold or which are or are required to be included in, or added to the sales price thereof or paid by the seller, and

(2) Any cost to Lessee of any transportation or transmission to the point of sale of any Substances so sold, if sold off the Lands or the Unit Area, as the case may be; and

(c) If Lessee treats or processes or causes to be processed, any Substances and/or Geothermal Resources for the extraction or manufacture therefrom of any by-products, and sells any by-products, a gross royalty of **** of the proceeds from the sale by Lessee of said by-products; less the pro-rata percent share of:

(1) Any sales, excise or other taxes imposed on the sale of any by-products so sold which are or are required to be included in or added to the sales price thereof or paid by the seller, and

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(2) Any cost to Lessee of any transportation to the point of sale of any of said by-products so sold, if sold off the Lands or the Unit Area, as the case may be; and

(d) If Lessee uses Substances at a commercial facility other than an electric power generating facility, a royalty of **** of the net profits produced by such commercial operation, net profits being the proceeds generated by Lessee, less any associated costs to Lessee including but not limited to any plant, facility and/or operational costs and of any transmission to the point of use if used off the Lands or the Unit Area, as the case may be.

(e) Lessee may use, free of royalty, Substances, Geothermal Resources, and electric power developed from the Lands for all operations hereunder, and Lessee shall not be required to account to Lessor for or pay royalty on any Substances and Geothermal Resources reasonably lost or consumed in operations hereunder.

(f) Subject to the limitations in this paragraph (below), Lessee shall pay Lessor, on or before the last day of each and every calendar quarter, the royalties accrued and payable for the preceding calendar quarter (“Payment Date”). Concurrently with making each such royalty payment, Lessee shall deliver to Lessor a statement setting forth the basis for the determination of the royalty then paid by Lessee. Notwithstanding anything to the

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contrary, Lessor agrees that the Payment Date shall be adjusted to coincide with billing procedures set forth in a power purchase agreement. Lessor acknowledges that the billing procedures of such a power purchase agreement may be monthly, bi-monthly, quarterly, or based upon some other calculation of time which will govern the date in which royalties are due, and supersede any other such requirement, and shall be paid to Lessor.

All payments required to be made by Lessee to Lessor hereunder shall be paid to Lessor by mailing or delivering a check therefore to its successors or assigns, herein designated by Lessor as depository, Lessor hereby granting to said depository full power and authority on behalf of Lessor, and all those succeeding to Lessor’s rights hereunder whether by voluntary act or operation of law, to collect and receipt for all sums of money which may become due and payable from Lessee hereunder. No change in the ownership of the Lands or of any payments due Lessor hereunder shall be binding on Lessee until it shall have been furnished adequate written evidence thereof. In the event more than one person or entity shall at any time be entitled to receive sums of money payable hereunder to Lessor all such persons shall have the right, jointly, to designate any other single depository to receive all payments hereunder on their joint and several behalf, and by jointly executed and acknowledged instrument so to advise Lessee, it being intended that Lessee shall never be

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required to make payment to more than one person or entity nor to draw more than one check for any separate payment becoming due hereunder. Until such notice shall be furnished to Lessee, Lessee shall continue to make all payments to the depository last designated hereunder. The parties agree that any and all royalty payments made to the designated depository shall be deemed a payment to Lessor for purposes of calculating Lessor’s royalties and shall satisfy all of Lessee’s obligations to Lessor for the value of the royalty payment made to the depository. Until advised to the contrary, the financial obligations and royalties shall be sent to the trust account of Parsons Behle & Latimer, Reno, Nevada, Account Number ****.

Lessee shall be entitled, without accountability to Lessor, whether by payment of royalty or otherwise, to use in its drilling, production and processing operations hereunder such amounts of Substances and Geothermal Resources produced from the Lands as may be reasonably required by Lessee for such purposes. Lessee shall be entitled, without accounting to Lessor therefore in any manner, to flow and/or blow wells without restriction for testing or operating purposes.

Nothing herein contained shall require Lessee to produce any Substance or Geothermal Resources contained in the by-products, refuse, steam, the brines or other well output produced from wells

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on the Lands, which is not economic to produce, recover, save, or market. Lessee shall have the right, without accountability to Lessor therefore, to waste or dispose of any such uneconomic Geothermal Resources by such lawful manner or means as Lessee shall deem appropriate in the circumstances.

(a) Lessee shall be responsible for damages to growing crops caused by its operations on the Lands; such payments are to be based upon the fair market value of such crops at the time of such damages and in accordance with paragraph 8(c).

(b) Lessor and Lessee acknowledge and agree consistent with the grant set forth at Section 1(a) that Lessee has the option to construct electric power plants and equipment for generation and transmission of electric power (and load-outs for substances) upon the Lands, provided any such power plant(s) or load-outs shall be restricted to an area or areas actually or reasonably necessary to serve and support the improvements described herein.

(c) Lessee agrees to use reasonable care at all times in all of Lessee’s operations on the Lands to prevent injury or damage to cattle, livestock, buildings, water rights, water diversion works, ditches, tanks and water wells or other property of the Lessor located thereon; and Lessee agrees to repair, mitigate or pay the Lessor the fair market value (as determined by an independent third-party appraiser) for all damages to the surface of the Lands and to the cattle, crops, buildings, livestock, fences, water rights, water diversions, ditches, tanks, water, water wells and, without limitation, all other property of the Lessor situated on the surface of the Lands resulting from Lessee’s operations on the Lands.

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(d) Lessee will seek in good faith to prevent well products or surface materials or refuse of any kind from entering, passing into or otherwise diluting or degrading or polluting the waters or the water supply of Lessor or others. Lessee shall take reasonable steps in compliance with governing law to remove all drilling fluids, well products and other substances, the spillage of which would contaminate or otherwise adversely affect the productivity of any portion of the Lands not actually occupied or used by Lessee or which would adversely affect the waters or the water supply of Lessor or others to such place or places as to reasonably insure that such contamination or adverse effect does not occur.

(e) Prior to the commencement of any operations on the Lands, Lessee shall inform Lessor of the commencement of such operations (either orally, under the notice provisions hereof, or otherwise) with the approximate date of such commencement and the location of same; such notice to be given within a reasonable time prior to the commencement of such operations.

(a) Lessor represents and warrants to Lessee that Lessor has good and marketable title to the Lands described herein and set

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forth in Exhibits “A” and “B”, free and clear of all liens and encumbrances other than rights of way and easements of record, and hereby grants, and agrees to defend, title to the Lands, subject to Lessee’s confirmation of the exact status of Lessor’s interest therein, except for recorded documents listed in Exhibit “C”, and further agrees that Lessee at its option may pay and discharge any delinquent taxes, mortgages, trust deeds or other delinquent liens or encumbrances existing, levied or assessed on or against the Lands and pay on behalf of Lessor any amounts which may be due by Lessor to any party, such as the BLM, which could affect the rights granted to Lessor herein in the event that Lessee fails to make timely payments or is otherwise in default of its agreements; and, in the event Lessee shall exercise such option, Lessee shall be subrogated to the rights of any holder or holders thereof and shall have the right, in addition to other remedies provided by law or equity, to reimburse itself by applying to the discharge of any such mortgage, tax or other lien or encumbrances any and all payments accruing to Lessor hereunder.

(b) Lessor agrees to cooperate with Lessee in good faith to acquire mineral and/or geothermal rights for Lessee’s full enjoyment of the Lands in accordance with the rights granted herein. Toward this end, Lessor agrees to cooperate in good faith with any efforts by Lessee to obtain geothermal and/or mineral rights of any kind or nature on any other property, including without limitation, surface rights, and to cooperate

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with any third party Lessee may choose to work with in fully exercising and enjoying Lessee’s rights herein, and Lessor hereby agrees not to protest any governmental filings, such as environmental filings, made by Lessee as it may determine appropriate