**First
      Amendment To Acreage Earning Agreement**





This
      First Amendment to Acreage Earning Agreement (this “Amendment”) dated effective
      December 31, 2005, is by and between Teton Energy Corporation, 410
      17 th Street,
      Suite 1850, Denver, Colorado, 80202 (“Teton”) and Noble Energy, Inc., 1625
      Broadway, Suite 2000, Denver, Colorado, 80202 (“Noble”).





**Recitals**




a.  Teton
      and
      Noble entered into that certain Acreage Earning Agreement dated effective
      December 31, 2005 (the “Agreement”). All terms used but not defined herein shall
      have the meanings given to them in the Agreement.





b.  The
      Parties wish to amend the terms of the Agreement by adding a tax partnership
      to
      be attached as Exhibit G to the JOA, and add three additional Oil and Gas Leases
      that were inadvertently omitted from Exhibit A-1.





c.  To
      accomplish the foregoing, the Parties wish to enter into this
      Amendment.





**Agreement
      And Amendment**





In
      consideration of the mutual promises contained in the Agreement and other good
      and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, Noble and Teton agree as follows:





1. The
      Parties agree to delete Section 18.2 - Relationship of the Parties, in its
      entirety, and replace it with the following:





“With
                respect to this Agreement, each Party should not be considered the
                agent,
                partner, employee or fiduciary of any other Party, nor shall this
                Agreement be construed as creating a mining partnership, or other
                partnership or association, except as set forth below. Each Party
                shall be
                responsible only for its obligations as provided in this Agreement
                and
                shall be liable only for its proportionate share of all of the costs
                of
                performing its obligations under this Agreement. All of the obligations
                and liabilities under this Agreement shall be several and not joint
                or
                collective. The Parties have elected, under the terms of the JOA,
                to be
                treated as a tax partnership under the Internal Revenue Code of 1986,
                and
                under any income tax laws of the State of Nebraska or Colorado, all
                as
                more specifically set forth in Exhibit G - Tax Partnership Provisions
                -
                attached to the JOA as Exhibit G.”





Exhibit
                G to the JOA is attached as Exhibit A to this Amendment.








2. The
      Parties agree to amend Exhibit A-1 to the Agreement to add the three Oil and
      Gas
      Leases described on Exhibit B attached to this Amendment.





3. The
      Parties acknowledge that title to the leases is held by Teton DJ LLC, a wholly
      owned subsidiary of Teton, and therefore Teton DJ LLC should be the Teton entity
      that is a party to the JOA.





4. Teton
      Energy Corporation hereby agrees to indemnify, hold harmless and defend Noble
      Energy, Inc. from and against all Losses whatsoever arising out of any failure
      on the part of Teton DJ LLC to perform its obligations under the JOA.





5. The
      Parties agree to make all other changes to the Agreement necessary to carry
      out
      the intent of this Amendment.





6. The
      Acreage Earning Agreement, as amended by this Amendment is ratified and
      confirmed in all respects.








**Teton
      Energy Corporation**








By:
      ____________________________________


Patrick
      A. Quinn, Chief Financial Officer








**Noble
      Energy, Inc.**





By:
      ____________________________________


David
      W.
      Siple, Attorney- In -Fact





2


**ACKNOWLEDGMENTS**








STATE
      OF
      COLORADO  )


CITY
      AND )
      ss.


COUNTY
      OF
      DENVER )





The
      foregoing instrument was acknowledged before me this 27 th day of
      January, 2006 by Patrick A. Quinn, as Chief Financial Officer of Teton Energy
      Corporation, a Delaware Corporation, on behalf of said corporation.





Witness
      my hand and official seal.


My
      commission expires: 12-23-07


Notary
              Public





STATE
      OF
      COLORADO  )


CITY
      AND )
      ss.


COUNTY
      OF
      DENVER )





The
      foregoing instrument was acknowledged before me this 27 th day of
      January, 2006 by David W. Siple as Attorney- In -Fact of Noble Energy, Inc.,
      a
      Delaware Corporation, on behalf of said corporation.





Witness
      my hand and official seal.


My
      commission expires: 12-23-07


Notary
                Public
  
 3