Exhibit 10.17

SECOND AMENDED AT WILL EMPLOYMENT, CONFIDENTIAL

INFORMATION, INVENTION ASSIGNMENT, NONCOMPETITION
AND

ARBITRATION AGREEMENT

THIS SECOND AMENDED AT WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, NONCOMPETITION AND ARBITRATION AGREEMENT (the Second Amended Agreement) is made as of this 31stday of January 2006, between RASER TECHNOLOGIES, INC. (Company) and William Dwyer (Employee).

RECITALS

WHEREAS, Company and Employee
entered into a certain At Will Employment, Confidential Information, Invention Assignment, Noncompetition and Arbitration Agreement (the Agreement) on July 8, 2004, and entered into the First Amended Agreement (Agreement and First
Amended Agreement hereafter referred to as Agreement) on July 9, 2005, the parties now desire to mutually amend the Agreement in this Second Amended Agreement as set forth below;

NOW, THEREFORE, in view of the foregoing recitals which are incorporated as a part of this Second Amended Agreement, and in consideration of the terms
and conditions of this Second Amended Agreement, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:



| | 7. | Paragraph 2 of the Agreement is amended as follows:
| | -- | ---------------------------------------------------

Paragraph 2 of the Agreement is amended to delay vesting of 75,000 shares that would issue on February 1, 2006, and 100,000 shares that would issue on August 1, 2006, as follows: 175,000 registered shares that would issue under
the Agreement, to the earlier of the attached vesting schedule or immediately prior to the closing of a Secondary Public Offering. A Secondary Public Offering is defined as a public offering to sell common shares of Company that would close on or
before August 1, 2006 (Secondary Public Offering).



| | 8. | If the Company conducts a Secondary Public Offering, Employee will be offered a right to sell up to 100,000 common shares in the Secondary Public Offering. If the Secondary Public
Offering is not closed prior to August 1, 2006, Employee shall continue to vest the shares per columns 1 and 2 of the attached Schedule A, and Employee shall no longer be entitled to participate in the Secondary Public Offering. Company and
Employee may, however, mutually agree to include any or all shares held by Employee in any public offering conducted after August 1, 2006.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 9. | The 100,000 shares that vest on August 1, 2007 under the Agreement shall vest according to Schedule A, column 3.
| | -- | ----------------------------------------------------------------------------------------------------------------



| | 10. | An additional grant of 5,000 shares to Employee will vest according to Schedule A, column 4.
| | --- | --------------------------------------------------------------------------------------------



| | 11. | If Employee resigns or is terminated for any reason except gross negligence or criminal conduct prior to the vesting of any shares pursuant to Schedule A, the
remaining shares will continue to vest as set forth in Schedule A until all shares have vested. If Employee resigns or is terminated for gross negligence or criminal conduct prior to the first business day of August, 2007,
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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---

| | Employee shall be entitled to receive the unvested shares in columns 1 and 2 per those schedules, and to receive a prorated number of shares equal to
8,333 per month for every full month Employee has been employed by the Company from August 1, 2006 to July 31, 2007 per the schedule in column 3.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 12. | The Company recognizes that the employee will enter into a 10b5-1 trading plan to sell a portion of the shares vesting on each date included in Schedule A in order to manage the
employees tax liability arising from the vesting schedule.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 13. | The Company makes no representations to Employee regarding any tax implications of this Second Amended Agreement. The Company also does not represent that the share price on any
given date shall be the same price of the shares when Employee may have otherwise been entitled to receive shares.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 14. | All other provisions of the Agreement shall remain in full force and effect. To the extent any provisions of the Agreement conflict with the provisions of this Second Amended
Agreement, this Second Amended Agreement shall govern.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

IN WITNESS WHEREOF, Company and Employee have executed this Second
Amended Agreement effective as of the date first set forth above.



|                         |  |                         |  |           |  |     |  |                  
|------------------------ |  | ----------------------- |  | --------- |  | --- |  | -----------------
|COMPANY:                 |  |                         |  | EMPLOYEE:
|                         |  |                        
|RASER TECHNOLOGIES, INC. |  |                         |  |          
|                         |  |                         |  |          
|By:                      |  | /s/ Brent M. Cook       |  |           |  | By: |  | /s/ William Dwyer
|Its:                     |  | Chief Executive Officer |  |           |  |     |  | William Dwyer    



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---

Schedule A



|                              |  |                                               |  |                                               |  |                                       |  |                                 
|----------------------------- |  | --------------------------------------------- |  | --------------------------------------------- |  | ------------------------------------- |  | --------------------------------
|                              |  | 1                                             |  | 2                                             |  | 3                                     |  | 4                               
|Vesting Dates                 |  | New VestingSchedule for 75,000Deferred Shares |  | New VestingSchedule for100,000 DeferredShares |  | Revised August1, 2007 VestingSchedule |  | Additional ShareVesting Schedule
|Tuesday, August 01, 2006      |  | 2,500                                         |  |                                               |  |                                       |  |                                 
|Wednesday, August 02, 2006    |  |                                               |  | 3,200                                         |  |                                       |  |                                 
|Friday, August 04, 2006       |  | 2,500                                         |  |                                               |  |                                       |  |                                 
|Monday, August 07, 2006       |  |                                               |  | 3,200                                         |  |                                       |  |                                 
|Wednesday, August 09, 2006    |  | 2,500                                         |  |                                               |  |                                       |  |                                 
|Thursday, August 10, 2006     |  |                                               |  | 3,200                                         |  |                                       |  |                                 
|Monday, August 14, 2006       |  | 2,500                                         |  |                                               |  |                                       |  |                                 
|Tuesday, August 15, 2006      |  |                                               |  | 3,200                                         |  |                                       |  |                                 
|Thursday, August 17, 2006     |  | 2,500                                         |  |                                               |  |                                       |  |                                 
|Friday, August 18, 2006       |  |                                               |  | 3,200                                         |  |                                       |  |                                 
|Tuesday, August 22, 2006      |  | 2,500                                         |  |                                               |  |                                       |  |                                 
|Wednesday, August 23, 2006    |  |                                               |  | 3,200                                         |  |                                       |  |                                 
|Friday, August 25, 2006       |  | 2,500                                         |  |                                               |  |                                       |  |                                 
|Monday, August 28, 2006       |  |                                               |  | 3,200                                         |  |                                       |  |                                 
|Wednesday, August 30, 2006    |  | 2,500                                         |  |                                               |  |                                       |  |                                 
|Thursday, August 31, 2006     |  |                                               |  | 3,200                                         |  |                                       |  |                                 
|Tuesday, September 05, 2006   |  |                                               |  | 3,200                                         |  |                                       |  |                                 
|Wednesday, September 06, 2006 |  | 2,500                                         |  |                                               |  |                                       |  |                                 
|Thursday, September 07, 2006  |  | 2,500                                         |  |                                               |  |                                       |  |                                 
|Friday, September 08, 2006    |  |                                               |  | 3,200                                         |  |                                       |  |                                 
|Tuesday, September 12, 2006   |  | 2,500                                         |  |                                               |  |                                       |  |                                 
|Wednesday, September 13, 2006 |  |                                               |  | 3,200                                         |  |                                       |  |                                 
|Friday, September 15, 2006    |  | 2,500                                         |  |                                               |  |                                       |  |                                 
|Monday, September 18, 2006    |  |                                               |  | 3,200                                         |  |                                       |  |                                 
|Wednesday, September 20, 2006 |  | 2,500                                         |  |                                               |  |                                       |  |                                 
|Thursday, September 21, 2006  |  |                                               |  | 3,200                                         |  |                                       |  |                                 
|Monday, September 25, 2006    |  | 2,500                                         |  |                                               |  |                                       |  |                                 
|Tuesday, September 26, 2006   |  |                                               |  | 3,200                                         |  |                                       |  |                                 
|Thursday, September 28, 2006  |  | 2,500                                         |  |                                               |  |                                       |  |                                 
|Friday, September 29, 2006    |  |                                               |  | 3,200                                         |  |                                       |  |                                 
|Tuesday, October 03, 2006     |  | 2,500                                         |  |                                               |  |                                       |  |                                 
|Wednesday, October 04, 2006   |  |                                               |  | 3,200                                         |  |                                       |  |                                 
|Friday, October 06, 2006      |  | 2,500                                         |  |                                               |  |                                       |  |                                 
|Wednesday, October 11, 2006   |  | 2,500                                         |  |                                               |  |                                       |  |                                 
|Thursday, October 12, 2006    |  |                                               |  | 3,200                                         |  |                                       |  |                                 
|Monday, October 16, 2006      |  | 2,500                                         |  |                                               |  |                                       |  |                                 
|Tuesday, October 17, 2006     |  |                                               |  | 3,200                                         |  |                                       |  |                                 
|Thursday, October 19, 2006    |  | 2,500                                         |  |                                               |  |                                       |  |                                 



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---

Schedule A



|                             |  |                                               |  |                                               |  |                                       |  |                                 
|---------------------------- |  | --------------------------------------------- |  | --------------------------------------------- |  | ------------------------------------- |  | --------------------------------
|                             |  | 1                                             |  | 2                                             |  | 3                                     |  | 4                               
|Vesting Dates                |  | New VestingSchedule for 75,000Deferred Shares |  | New VestingSchedule for100,000 DeferredShares |  | Revised August1, 2007 VestingSchedule |  | Additional ShareVesting Schedule
|Friday, October 20, 2006     |  |                                               |  | 3,200                                         |  |                                       |  |                                 
|Tuesday, October 24, 2006    |  | 2,500                                         |  |                                               |  |                                       |  |                                 
|Wednesday, October 25, 2006  |  |                                               |  | 3,200                                         |  |                                       |  |                                 
|Friday, October 27, 2006     |  | 2,500                                         |  |                                               |  |                                       |  |                                 
|Monday, October 30, 2006     |  |                                               |  | 3,200                                         |  |                                       |  |                                 
|Wednesday, November 01, 2006 |  | 2,500                                         |  |                                               |  |                                       |  |                                 
|Thursday, November 02, 2006  |  |                                               |  | 3,200                                         |  |                                       |  |                                 
|Monday, November 06, 2006    |  | 2,500                                         |  |                                               |  |                                       |  |                                 
|Tuesday, November 07, 2006   |  |                                               |  | 3,200                                         |  |                                       |  |                                 
|Thursday, November 09, 2006  |  | 2,500                                         |  |                                               |  |                                       |  |                                 
|Tuesday, November 14, 2006   |  | 2,500                                         |  |                                               |  |                                       |  |                                 
|Wednesday, November 15, 2006 |  |                                               |  | 3,200                                         |  |                                       |  |                                 
|Friday, November 17, 2006    |  | 2,500                                         |  |                                               |  |                                       |  |                                 
|Monday, November 20, 2006    |  |                                               |  | 3,200                                         |  |                                       |  |                                 
|Wednesday, November 22, 2006 |  | 2,500                                         |  |                                               |  |                                       |  |                                 
|Monday, November 27, 2006    |  | 2,500                                         |  |                                               |  |                                       |  |                                 
|Tuesday, November 28, 2006   |  |                                               |  | 3,200                                         |  |                                       |  |                                 
|Thursday, November 30, 2006  |  | 2,500                                         |  |                                               |  |                                       |  |                                 
|Friday, December 01, 2006    |  |                                               |  | 3,200                                         |  |                                       |  |                                 
|Wednesday, December 06, 2006 |  |                                               |  | 4,000                                         |  |                                       |  |                                 
|Friday, December 08, 2006    |  |                                               |  |                                               |  |                                       |  | 2,500                           
|Monday, December 11, 2006    |  |                                               |  | 3,200                                         |  |                                       |  |                                 
|Wednesday, December 13, 2006 |  |                                               |  |                                               |  |                                       |  | 2,500                           
|Thursday, December 14, 2006  |  |                                               |  | 3,200                                         |  |                                       |  |                                 
|Tuesday, December 19, 2006   |  |                                               |  | 3,200                                         |  |                                       |  |                                 
|Wednesday, January 03, 2007  |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Tuesday, January 09, 2007    |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Wednesday, January 17, 2007  |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Friday, January 19, 2007     |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Thursday, January 25, 2007   |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Wednesday, January 31, 2007  |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Tuesday, February 06, 2007   |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Monday, February 12, 2007    |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Friday, February 16, 2007    |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Thursday, February 22, 2007  |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Wednesday, February 28, 2007 |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Tuesday, March 06, 2007      |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Monday, March 12, 2007       |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Friday, March 16, 2007       |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Thursday, March 22, 2007     |  |                                               |  |                                               |  | 2,500                                 |  |                                 



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---

Schedule A



|                          |  |                                               |  |                                               |  |                                       |  |                                 
|------------------------- |  | --------------------------------------------- |  | --------------------------------------------- |  | ------------------------------------- |  | --------------------------------
|                          |  | 1                                             |  | 2                                             |  | 3                                     |  | 4                               
|Vesting Dates             |  | New VestingSchedule for 75,000Deferred Shares |  | New VestingSchedule for100,000 DeferredShares |  | Revised August1, 2007 VestingSchedule |  | Additional ShareVesting Schedule
|Wednesday, March 28, 2007 |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Tuesday, April 03, 2007   |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Monday, April 09, 2007    |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Friday, April 13, 2007    |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Thursday, April 19, 2007  |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Wednesday, April 25, 2007 |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Tuesday, May 01, 2007     |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Monday, May 07, 2007      |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Friday, May 11, 2007      |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Thursday, May 17, 2007    |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Wednesday, May 23, 2007   |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Tuesday, May 29, 2007     |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Monday, June 04, 2007     |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Friday, June 08, 2007     |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Thursday, June 14, 2007   |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Wednesday, June 20, 2007  |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Tuesday, June 26, 2007    |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Monday, July 02, 2007     |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Friday, July 06, 2007     |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Thursday, July 12, 2007   |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Wednesday, July 18, 2007  |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Tuesday, July 24, 2007    |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Monday, July 30, 2007     |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Friday, August 03, 2007   |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|Thursday, August 09, 2007 |  |                                               |  |                                               |  | 2,500                                 |  |                                 
|                          |  |                                               |  |                                               |  |                                       |  |                                 
|Column Totals             |  | 75,000                                        |  | 100,000                                       |  | 100,000                               |  | 5,000                           
|                          |  |                                               |  |                                               |  |                                       |  |                                 



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