SECOND AMENDED RESTRICTED STOCK GRANT AGREEMENT

Exhibit 10.18

SECOND AMENDED RESTRICTED STOCK GRANT AGREEMENT

THIS SECOND AMENDED STOCK GRANT AGREEMENT (the “Second Amended Agreement”) is made effective as of this 1^st day of February 2006, between RASER TECHNOLOGIES, INC. (“Company”) and Timothy Fehr (“Employee”).

RECITALS

WHEREAS, Company and Employee entered into a certain Restricted Stock Grant Agreement (the “Agreement”) on February 25, 2004, and entered into an Amended Agreement effective as of July 9, 2005 (the “Amended Agreement”), 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:

The 100,000 shares that would vest in 25,000 share increments between February 8, 2006, and March 15, 2006, will vest as per the attached Schedule A, Column 1. If Employee is terminated for any reason prior to the vesting of any shares pursuant to Schedule A, Column 1, or resigns, the remaining shares in Schedule A, Column 1, shall vest according to Schedule A, Column 1.

The 150,000 shares that vest on February 1, 2007, under the Agreement shall vest according to Schedule A, Column 2. If Employee is terminated for any reason except gross negligence or criminal conduct prior to the vesting of any shares pursuant to Schedule A, Column 2, the remaining shares in Schedule A, Column 2, shall vest according to Schedule A, Column 2. If Employee resigns or is terminated for gross negligence or criminal conduct, Employee shall receive a prorated number of shares equal to 12,500 per month for every full month Employee has been employed by Company from February 1, 2006 to January 31, 2007 according to Schedule A, Column 2.

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

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Schedule A

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Schedule A

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