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 31 ^st day 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:

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”).