Exhibit 10.19
 AMENDED AND RESTATED
 EMPLOYMENT AGREEMENT
 BETWEEN
 TETON ENERGY CORPORATION
 And
 Karl F. Arleth  (Executive)
 THIS EMPLOYMENT AGREEMENT




---



##### 



DEFINITIONS
 Definitions
                2




---



##### 



POSITION & DUTIES
 Employment
 Title
 Term provided, however,
 Duties and Responsibilities
 Performance of Duties
      3




---



##### 



Representations and Warranties of the Executive with Respect to Conflicts, Past
Employers and Corporate Opportunities
   provided, however,
 Activities and Interests with Companies Doing Business with the Company Schedule A
 Other Business Opportunities
 Reporting Location
 4




---



##### 



COMPENSATION
 Compensation
 Base Salary
 Cash Bonus th
 Equity-Based Compensation
   Participation In Benefit Plans
 Retirement Plans
 Taxes
 Life Insurance
 5




---



##### 



Employee Benefit Plans and Insurance
 Vacation
   Paid Holidays.
 Reimbursement of Expenses
 6




---



##### 



Relocation and Business-related Expenses
 Housing and Temporary Lodging
 Maintenance of Primary Residence
 Severance Benefit.
 Payroll Procedures and Policies
  TERMINATION OF EMPLOYMENT
 Death
 Disability th provided that
 Termination by Company
  7




---



##### 



Termination by Executive
  8




---



##### 



Notice of Termination
 Date of Termination provided, however,
 9




---



##### 



Obligations of the Company upon Termination
 Change of Control
 provided, however, provided, further, provided, further,
      10




---



##### 



Death
 Disability
 Good Reason; Other Than for Cause or Change of Control
 Cause; Other Than for Good Reason
 11




---



##### 



Continuation of Payments During Disputes
   The Wall Street Journal Exhibit
A
  INDEMNIFICATION
 Indemnification Exhibit A
  CONFIDENTIALITY
 Confidentially; Non-Competition; and Non-Solicitation.
 Confidentiality
 12




---



##### 



Non-Competition provided, however
 Non-Solicitation.
  CHANGE OF CONTROL
 Certain
Definitions
 Change of Control Effective Date
 13




---



##### 



Change of Control Period provided, however
 Change of Control
 provided, however
   14




---



##### 



MISCELLANEOUS
 Miscellaneous
 Benefit
 15




---



##### 



Governing Law provided, however
 Counterparts
 Headings
 Severability
 Construction
 Equitable Remedies
 Attorneys Fees
 16




---



##### 



No Waiver
 Remedies Cumulative
 Amendment
 Entire Contract
 Survival
 Savings Clause Exhibit A
 Modifications and Waivers Exhibit A
 Notices
 if to Executive
 
 if to the Company
 17




---



##### 



th
  No Limitation
 Non-Binding Mediation
 IN WITNESS WHEREOF,
 TETON ENERGY CORPORATION
    
    EXECUTIVEBy:
    
    /s/ Robert F. Bailey
    
    By:
    
    /s/ Karl F. ArlethName: Robert F. Bailey
    
    Name: Karl F. ArlethTitle: Director & Chairman,
Compensation Committee
 18




---



##### 



Schedule A
 Outside Activities
Karl F. Arleth
 Date Hired orCompany or
    
    
    
    Commenced
    
    
    
    
    
    Annual Time
Commitment,Project Name
    
    Nature of Business
    
    Involvement
    
    Position
    
    Compensation
    

(time away from office)
 September 1, 2006




---



##### 



Exhibit A
 Indemnification Agreement