AMENDED AND RESTATED LICENSE AND SUBLICENSE AGREEMENT

EXHIBIT 10.23

Execution Copy

CONFIDENTIAL TREATMENT REQUESTED – CONFIDENTIAL PORTIONS OF THIS

DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH

THE COMMISSION

AMENDED AND RESTATED LICENSE AND SUBLICENSE AGREEMENT

THIS LICENSE AND SUBLICENSE AGREEMENT (“Agreement”) is entered into as of this 2 ^nd day of November, 2006 (“Execution Date”), by and between Raser – Power Systems, LLC (a subsidiary of Raser Technologies, Inc.), a Delaware limited liability company with its principal offices located at 5152 North Edgewood Drive, Suite 375, Provo, Utah 84604 (“Sub-licensee”) and Recurrent Engineering, L.L.C., (f/k/a Recurrent Resources LLC), a Delaware limited liability company, having its principal offices located at 11814 Election Road, Suite 100, Draper, Utah 84020 (“Sub-licensor”). Sub-licensor and Sub-licensee are sometimes hereinafter collectively referred to as the “Parties,” and individually as a “Party.”

RECITALS

Whereas , Sub-licensor and Sub-licensee entered into that certain License and Sublicense Agreement dated as of September 2, 2006 (“Original Agreement”); and

Whereas, the Parties desire to amend and restate the Original Agreement in order to incorporate certain modifications thereto, and to replace the Original Agreement in its entirety; and

Whereas, Sub-licensor has previously entered into that certain Amended and Restated Intellectual Property License Agreement with Exergy, Inc., a California corporation, (“Licensor”) dated January 29, 2003, (the “License Agreement”) (a confidential copy of which has been previously delivered to Sub-licensee) pursuant to which Sub-licensor was granted certain co-exclusive license rights (with Advanced Thermal Systems, LLC or “ATS”) by Licensor with respect to Kalina Cycle Technology (“KCT”) for Geothermal Power Plants and Waste Heat Power Plants (as hereinafter defined) constructed throughout the world; and

Whereas , Sub-licensor has developed its own power cycle for waste heat and high temperature geothermal power plants, for which patent applications are pending, and to which it has total ownership, known as System 112; and

Whereas , Sub-licensor, has acquired all of ATS’ rights to KCT Technology, and therefore owns the license rights to KCT; and

Whereas , Raser Technologies Inc., (“Raser”), an affiliate of Sub-licensee, and Power Acquisition Corp. (“PAC”) entered into that certain Agreement and Plan of Acquisition with Amp Resources LLC (“Amp Resources”), an affiliate of Sub-licensor, dated January 19, 2006 (“Merger Agreement”); and

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Whereas, as partial consideration for the mutual release of claims to be executed by PAC and Raser, Sub-licensor has agreed to provide Sub-licensee with a non-exclusive sublicense covering certain applications of KCT and Licensed Technical Information (as hereinafter defined and limited), and a license to utilize the *** technology in certain applications, as set out more fully below; and

Whereas , Sub-licensee desires to acquire a non-exclusive right (subject to the limitations set out herein) to utilize KCT and a non-exclusive license to utilize *** technology for certain approved applications, as more fully set out in Exhibit A hereto; and

Whereas , in consideration for the execution of the release to be granted to Amp Resources by PAC and Raser in the Termination Agreement and Mutual General Release dated September 2, 2006 (“Mutual Release”) and the payments from Sub-licensee to Sub-licensor set out herein, Sub-licensor has agreed to grant to Sub-licensee a non-exclusive sublicense for the use of KCT and a non-exclusive license for the use of *** technology in the Approved Applications; and

Whereas , Raser is prepared to guarantee the obligations of Sub-licensee pursuant to the Guarantee set out in Exhibit E hereto; and

Whereas , capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the License Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties, intending to be bound, hereby agree as follows:

SECTION 1. DEFINITIONS.

As used in this Agreement, the following terms shall have the following meanings:

1.1 “Affiliate” means, with respect to a Party, a legal person or entity that is controlled by, under common control with, or controls such Party for so long as such control exists. For purposes of this Section 1.1, the term “control” means the decision-making authority as to such person or entity, through ownership of equity, including membership interests, or by contract. Such control will be presumed to exist where a person or entity owns at least fifty percent (50%) of the equity (or such lesser percentage which is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction) or interest entitled to vote or otherwise decide the composition of the board of directors, managers, managing members or other body entitled to direct the affairs of the entity.

1.2 “Approved Applications” means those applications of KCT and the *** set out in Exhibit A hereto.

1.3 “Commercial Start Up” means the date a Project is deemed to be in commercial operation under the Project’s power purchase agreement or is otherwise able to generate power on a sustained, commercial basis .

1.4 “Direct Fired Power Plant” means a Power Plant, including its machinery, engines, turbines, dynamos, buildings, and pipelines, for the generation of electrical and/or mechanical power that directly utilizes as its source of thermal energy input, the heat produced by the combustion of fuel, regardless of the process of combustion or type of fuel.

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1.5 “Excluded Software” means the computer software and the related algorithms developed by Sub-licensor for evaluating KCT and *** projects.

1.6 “Geothermal Power Plant” means a Power Plant, including its machinery, engines, turbines, dynamos, buildings, wells and pipelines, for the generation of electrical and/or mechanical power, that utilizes the energy of geothermal fluids. For the avoidance of doubt, the term Geothermal Power Plant excludes Waste Heat Power Plants that generate electrical or mechanical power by combusting a fuel or by utilizing the rejected, waste or exhaust heat produced in any technological or industrial process including, but not limited to, heat released by power generating or mechanical engines.

1.7 “Guarantor” means Raser Technologies Inc.

1.8 “Installed Capacity” means the net power generated and that is available for sale by a Project utilizing KCT or *** at the average annual ambient temperature after accounting for all plant auxiliaries and resource production and re-injection pumps, as calculated during the certification tests performed prior to Commercial Start Up and adjusted for annual average ambient temperatures.

1.9 “KCT Excluded Territories” means Australia, New Zealand, the Republic of South Africa, and Canada.

1.10 “Kalina Cycle Technology” or “KCT” means the technology covered by the Licensed Patents and pending patents and improvements to the patents listed in Exhibit B, other than the *** patents and excluding “Licensed Technical Information,” as that term is defined in the License Agreement.

1.11 “Legacy Licenses” means those license agreements covering Kalina Cycle Technology previously entered into by Licensor and/or Sub-licensor with third parties listed in Exhibit D attached hereto.

1.12 “Licensed Patents” means and includes all United States and foreign patents (including patents of improvement, patents and certificates of invention or addition, and utility models, as well as all division, reissues, continuations, continuations-in-part, renewals, and extensions of any of the foregoing) and applications therefore that relate to the application of KCT or *** to geothermal and other types of Power Plants and that are owned or licensed by Sub-licensor or to which Sub-licensor has the right, or may have the right, to grant licenses or sublicenses during the term of this Agreement.

1.13 “Licensed Technical Information” means and includes all unpatented technical information that has been developed, acquired and/or licensed by Sub-licensor that relates to the application of the KCT or *** to Power Plants, including, without limitation, design data, information on materials, design manuals, engineering documents, process specifications, test instructions, final research and development reports, operations data and experience, and any addition, improvement and/or development thereto which is developed, acquired, controlled or licensed by Sub-licensor during the term of this Agreement. The Licensed Technical Information does not include the Excluded Software.

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1.14 “Power Plant” means any plant that has as its main function the generation of electrical and/or mechanical power.

1.15 “Project” means any Power Plant that will utilize (or is utilizing) the License or Sublicense that has been constructed, is under development or for which Sub-licensee or a Project Entity has obtained from an unaffiliated third party qualified to meet its obligations thereunder (that is unaffiliated prior to entering into the Project arrangement) either: (i) a Firm Financing Commitment (as that term is defined under the License Agreement), (ii) a firm power purchase agreement with a public utility covering all, or substantially all, of the electrical output of the Power Plant, or (iii) an engineering procurement and construction agreement for the Power Plant that requires completion of the Power Plant within no more than 24 months following execution.

1.16 “***” means the technology covered by the 3 pending patents identified as “***” listed in Exhibit B.

1.17 “Thermal Power Plant” means a Power Plant, including its machinery, engines, turbines, dynamos, buildings, and pipelines, for the generation of electrical and/or mechanical power comprising a topping cycle that utilizes any kind of fuel, generates electrical and/or mechanical power, that can produce in the process one or more streams of rejected heat; and one or more bottoming cycles that utilize(s) heat rejected from the topping cycle and converts it to electrical and/or mechanical power.

1.18 “Waste Heat Power Plant” means a Power Plant, including its machinery, engines, turbines, dynamos, buildings, and pipelines, for the generation of electrical and/or mechanical power that utilizes as its heat input, waste heat produced in any technological process but excluding waste heat released by power generating or mechanical engines.

(i) the terms and conditions of this Agreement and the License Agreement; and

(ii) the existing KCT license rights under the Legacy Licenses,

Sub-licensor hereby grants to Sub-licensee a non-exclusive sublicense for the use of KCT and the related Licensed Technical Information (“Sublicense”) for all Approved Applications in all countries except for the KCT Excluded Territories; provided, however, that the Sublicense does include the right to utilize KCT for Thermal Power Plants in Canada.

In addition, Sub-licensor hereby grants to Sub-licensee a non-exclusive license for the use of the *** technology and the related Licensed Technical Information (“License”) in all countries except for the KCT Excluded Territories for the Approved Applications.

2.2 Consideration for the Grant of the Sublicense and License . In consideration for the grant of the Sublicense and the License, Sub-licensee shall make the royalty payments to Sub-licensor set out herein and cause its affiliates, Raser and PAC, to execute, concurrently with the execution of this Agreement, the Mutual Release with Amp Resources. This Agreement shall not become effective until the Mutual Release is executed by Raser and PAC.

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2.3 Sublicensee Rights; Protection of *** Technology. Sub-licensee acknowledges that it shall not have the right to further sublicense KCT or the *** technology other than to entities whose primary purpose is to develop or own (including partial ownership of) a Project (“Project Entities”) in which Sub-licensee and/or its Affiliates have collectively, directly or indirectly, either: (i) at least a 50% ownership interest, or (ii) if the ownership interest is less than 50% due to a third party equity investment, either retain at least a 20% financial carried interest, in the net revenues from the Project (as reflected by Sub-licensee and/or its Affiliates’ overall economic return from the Project) or Sub-licensee and/or its Affiliates will receive comparable regular license fees or royalties in the net revenues or similar ownership related fee arrangements from such Projects (“20% Threshold”). In the latter case covered by sub-paragraph (ii), Sub-licensee may not reduce its ownership below the 20% Threshold in any such Project Entity without the approval of Sub-licensor, such approval not to be unreasonably withheld. In addition, Sub-licensor agrees that, upon request from a Project Entity, Sub-licensor will issue to such Project Entity a separate sublicense (the form of which is to be substantially the same as this Agreement, subject to necessary modifications and which will be subsequently agreed by the Parties) (“Independent Project Sublicense”) provided that such Project Entity demonstrates, to the reasonable satisfaction of Sub-licensor, its financial ability to meet its obligations under the Independent Project Sublicense. Project Entities will have no right to further sublicense the applicable KCT or *** technology.

2.4 Technology Improvements . Improvements to the KCT or *** technology developed by Sub-licensee or the Project Entities following the Execution Date and during the term of this Agreement (“Technology Improvements”) shall be fully disclosed to the Sub-licensor and licensed to Sub-licensor, which, subject to the terms of this Agreement, shall have, a non-exclusive, royalty free, fully paid-up license to use the Technology Improvements and license the Technology Improvements to other sub-licensees. For purposes of this Section 2.4, Technology Improvements shall not include the introduction of new technology in the generator or motors or pumps or any other electro-magnetic devices made by Sub-licensee, its Affiliates or Project Entities.

During the term of this Agreement, Sub-licensor agrees to fully disclose to Sub-licensee, Technology Improvements developed by (i) Licensor (to the extent the same are disclosed by Licensor to Sub-licensor), (ii) Sub-licensor and (iii) by other sub-licensees of Sub-licensor, unless Sub-licensor is prohibited from disclosing such Technology Improvements developed by a particular sub-licensee. Sub-licensor hereby grants to Sub-licensee and the Project Entities a non-exclusive, royalty free, fully paid-up license to use such Technology Improvements.

2.5 Section 365(n) of the US Bankruptcy Code . The Parties acknowledge and stipulate that the KCT and *** technologies are “intellectual property” for purposes of Section 365(n) of the U.S. Bankruptcy Code and agree that Sub-licensee or its Affiliates shall have the right to exercise all rights provided by that section with respect to the KCT, *** technologies and the rights granted to Sub-licensee under this Agreement. The Parties agree and acknowledge that the provisions of Section 365(n) of the U.S. Bankruptcy Code have been incorporated by agreement between the Parties and that the incorporation of those provisions does not derogate from, or otherwise limit, the operation of Section 19 of this Agreement and that the governing law of this Agreement remains at all times as provided in Section 19. Sub-licensor makes no representation as to whether such provisions will be available to Sub-licensee in the event of the bankruptcy of Sub-licensor.

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2.6 Conditions to Maintenance of the Non-Exclusive Sublicense and License Granted to Sub-licensee. Sub-licensor will have the right to terminate the Sublicense and the License if Sub-licensee does not meet the following performance milestones:

(i) Within *** of the Execution Date, Sub-licensee (and/or any of its Affiliates and/or the Project Entities) shall have collectively achieved Commercial Start Up of at least *** of aggregate Installed Capacity utilizing KCT and/or the *** in one or more of the Approved Applications.

(ii) Within *** of the Execution Date, Sub-licensee (and/or any of its Affiliates and/or the Project Entities) shall have collectively achieved Commercial Start Up of at least *** of aggregate Installed Capacity utilizing KCT and/or the *** in one or more of the Approved Applications.

(iii) Within *** of the Execution Date, Sub-licensee (and/or any of its Affiliates and/or the Project Entities) shall have collectively achieved Commercial Start Up of at least *** of aggregate Installed Capacity utilizing KCT and/or the *** in one or more of the Approved Applications.

Failure by Sub-licensee (and/or any of its Affiliates and/or the Project Entities) to meet the foregoing performance criteria for the maintenance of the Sublicense and the License shall result, upon written notice from Sub-licensor, and the failure to cure within 60 days of receipt of such notice, in the termination of the Sublicense and the License; provided however , Sub-licensor will not have the option to terminate the Sublicense or License for Sub-licensee’s failure to meet the performance criteria, if Sub-licensee (or its designee) pays the royalties that would have been due to Sub-licensor if Sub-Licensee had met the performance criteria in this Section 2.6.

2.7 Acknowledgment of Sub-licensee Regarding *** Technology. Sub-licensee acknowledges that Sub-licensor has not yet been granted patent protection for the *** technology, and that Licensor may take the position that such *** technology is a non-patentable modification of KCT that is covered by the terms of the existing License Agreement. Although Sub-licensor has no reason to believe it will not be granted patent protection for the *** technology, any *** of Sub-licensor related to the *** will be *** if a ***. In the event that *** then: (i) *** and (ii) *** provided that ***.

3. Royalty Payments due Sub-licensor; Provision of Certain Engineering Services by Sub-licensor.

3.1(A) Royalties . Sub-licensee and/or qualified Project Entities shall make, during the term of this Agreement, royalty payments to Sub-licensor equal to:

The *** Royalties and the KCT Royalties will be collectively referred to as the “Royalties”

3.1(B) Royalty Exception . Notwithstanding Section 3.1(A) or Section 3.2, upon the expiration of the Licensed Patents applicable to an Approved Application in a specific jurisdiction, Sub-licensor will no longer be obligated to pay the Royalties for future Projects utilizing KCT or ***

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(as the case may be) in such Approved Application. For example, upon the expiration of the KCT patents in the United States, Sub-licensee will not longer be obligated to pay the Royalties for the utilization of KCT in Projects located in the United States.

3.2 Timing of Royalty Payments; Certain Assurances of Sub-licensor

3.2(A) All royalties payable under Section 3.1 shall be payable in two installments: (a) the first installment of *** (based on the expected Installed Capacity) will be paid upon the earlier of: (i) at the beginning of physical construction of a Project that will utilize the *** or KCT in an Approved Application or (ii) within *** of the time when an Approved Application qualifies as a Project under this Agreement, and (b) the second installment of *** will be paid within *** after Commercial Start Up of such Project. The second installment will be adjusted, as may be required, to reflect actual Installed Capacity (as compared to expected Installed Capacity) at the time of Commercial Start Up. This second installment will reflect actual Installed Capacity and will act as a true-up taking into account the amounts paid in the first installment.

3.2(B) Sub-licensee or a Project Entity shall have the right to pay directly to Exergy that portion of the Standard Royalty Payments due Exergy by Sub-licensor under the License Agreement for Approved Applications utilizing KCT (i.e. *** of Installed Capacity) upon written notice to Sub-licensor. In such case, Sub-licensee shall obtain written acknowledgment from Exergy of receipt of payment, and shall indemnify Sub-licensor against any subsequent claims by Exergy that such royalties were not received by Exergy.

3.2(C) Should *** under the License Agreement that a *** and that *** under such ***, Sub-licensor will pay such *** in order to avoid any *** under the License Agreement arising from such ***.

3.3 Engineering Services to be Provided by Sub-licensor to Sub-licensee. To facilitate Sub-licensee’s efforts to construct any Project incorporating the Approved Applications, Sub-licensor agrees to provide upon request, at the *** rates of Sub-licensor as set forth in Exhibit C, the engineering services of Sub-licensor including, but not necessarily limited to, KCT and *** technology process engineering, purchase specifications for plant and equipment, vendor recommendations, and advice on improvements or enhancements.

3.4 Provisions Governing the Supply of Engineering Services to Sub-licensee.

Engineering services will be provided by employees of Sub-licensor who have expertise in the use and application of KCT and *** in the applicable type of Approved Application as required by Sub-licensee. Sub-licensee acknowledges that Sub-licensor is not providing any performance guarantees with respect to the output or performance of the Power Plants for which Sub-licensor is providing engineering services. Payment for engineering services shall be at the rates set out in Exhibit C, unless otherwise mutually agreed between Sub-licensor and Sub-licensee.

Sub-licensor only warrants that such services will be provided in a professional and workman like manner, consistent with applicable geothermal industry standards in the United States. Sub-licensor makes no other warranty with respect to the engineering services provided to Sub-licensee hereunder, and makes no warranty as to the effectiveness of KCT or the *** in the Approved Applications, nor does Sub-licensor warrant that KCT and/or the *** is fit for any particular purpose.

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Subject to Sub-licensor’s covenant in Section 4.2(vii), Sub-licensee acknowledges that the provision of such engineering services is subject to the demand of such services by other customers of Sub-licensor to which Sub-licensor has previously committed to perform similar engineering services and that such other customers to which Sub-licensor is previously committed will have priority over Sub-licensee in access to such engineering services. Subject to Sub-licensor’s covenant in Section 4.2(vii), Sub-licensor reserves the right to control its own work schedule and priorities with regard to work that is performed.

3.5 Access to Licensed Technical Information. Sub-licensee shall have 90 days from the Execution Date of this Agreement to review the Licensed Technical Information in the possession of Sub-licensor, and to make copies thereof. Sub-licensee shall pay Sub-licensor for its time and expenses in assisting with this review at the *** rates of Sub-licensor as set forth in Exhibit C. Following this period, Sub-licensor shall have no further ongoing obligation to make Licensed Technical Information available to Sub-licensee, other than such information that may be incorporated in engineering services provided to Sub-licensee under Section 3.4.

4. Term and Termination; Re