THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Raser Technologies, Inc. (RZ)

6/6/2006 Proxy Information

On January 31, 2005, the Company entered into an At-Will Employment Agreement with Brent M. Cook, its Chief Executive Officer. Pursuant to this Agreement, in the event of the termination of Mr. Cook’s employment, Mr. Cook will receive from the Company a severance payment equal to his current annual salary and the average of any bonuses paid during the period prior to the termination of Mr. Cook’s employment.

Since December 31, 2002, the Company has granted options to purchase an aggregate of 696,000 shares of our common stock to individuals that currently serve as our executive officers and directors. Such options were granted at exercise prices ranging from $3.60 to $25.95 per share, in each case reflecting the fair market value per share of our common stock on the date of grant.

Since December 31, 2002, the Company has granted 905,000 shares of our common stock to individuals that currently serve as our executive officers. Of this total, 375,000 shares had vested as of December 31, 2005, and are included in the total shares outstanding for the company.

Del Higginson, the brother of the Company’s chairman of the board of directors, Kraig Higginson, was an employee of the Company. Del Higginson served as a Mechanical Technician and had an annual salary of $43,200. In connection with his employment, the Company granted Del Higginson an option to purchase 10,000 shares of the Company’s common stock at an exercise price of $3.65 per share, which reflected the fair market value per share of our common stock at the time of the grant as determined by our board of directors. Del Higginson exercised 3,333 options in 2005. The remaining 6,667 options were unvested at the time of his resignation and returned to the Company. Del Higginson is no longer affiliated with the Company.

Kort Sandberg, the brother-in-law of Ned Warner, a beneficial holder of more than 5% of the outstanding shares of common stock of the Company, was an employee of the Company. Kort Sandberg served as an Electrical Engineer and had an annual salary of $60,000. In connection with his employment, the Company granted Kort Sandberg an option to purchase 100,000 shares of the Company’s common stock at an exercise price of $3.65 per share, which reflected the fair market value per share of our common stock at the time of the grant as determined by our board of directors. Kort Sandberg had vested in 55,556 options at the time of his resignation in 2005. The vesting schedule for an additional 25,000 shares was accelerated in settlement of an ownership and employment dispute. All 80,556 vested options were exercised in 2005, and the remaining 19,444 options that were unvested at the time of his resignation were returned to the Company. Kort Sandberg is no longer affiliated with the Company.

Kevin Kerlin, the son of Jack Kerlin, a beneficial holder of more than 5% of the outstanding shares of common stock of the Company, is currently an employee of the Company. Kevin Kerlin serves as a Mechanical Engineer and has an annual salary of $48,000. In addition, in connection with his employment, the Company granted Kevin Kerlin an option to purchase 50,000 shares of the Company’s common stock at an exercise price of $3.65 per share, which reflects the fair market value per share of our common stock at the time of the grant as determined by our board of directors.

On January 19, 2006, the Company announced a definitive agreement to acquire Amp Resources, LLC, a private company with technologies focused on power generation. Brent M. Cook, current CEO of Raser, is a minor partner in Amp Resources, holding approximately a 2% interest in the company to be acquired. Mr. Cook may receive approximately 200,000 additional shares of Raser common stock as a result of this transaction.