Exhibit 10.23
 AMENDED AND RESTATED
 EMPLOYMENT AGREEMENT
 BETWEEN
 TETON ENERGY CORPORATION
 And
 Steve J. Godfrey  (Executive)
 THIS EMPLOYMENT AGREEMENT




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DEFINITIONS
 Definitions
 of




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




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




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




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Vacation
   Paid Holidays.
 Reimbursement of Expenses
 Relocation Expenses
 Housing and Temporary Lodging
 Severance Benefit.
 Payroll Procedures and Policies




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TERMINATION OF EMPLOYMENT
 Death
 Disability th provided that
 Termination by Company




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Termination by Executive




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Notice of Termination provided, however
 Date of Termination provided, however
 Obligations of the Company upon Termination
 Change of Control




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Death
 Disability




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Good Reason; Other Than for Cause or Change of Control
 Cause; Other Than for Good Reason
 Continuation of Payments During Disputes
   The Wall Street Journal Exhibit
A




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INDEMNIFICATION
 Indemnification Exhibit A
  CONFIDENTIALITY
 Confidentially; Non-Competition; and Non-Solicitation
 Confidentiality
 Non-Competition provided, however




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Non-Solicitation.
  CHANGE OF CONTROL
 rtain De
 Change of Control Effective Date
 Change of Control Period provided, however
 Change of Control
 provided, however




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provided, however




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MISCELLANEOUS
 Miscellaneous
 Benefit
 Governing Law provided, however
 Counterparts
 Headings
 Severability




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Construction
 Equitable Remedies
 Attorneys Fees
 No Waiver
 Remedies Cumulative
 Amendment
 Entire Contract
 Survival




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Savings Clause Exhibit A
 Modifications and Waivers Exhibit A
 Notices
 (a)
    
    If to Executive:
Steve J. Godfrey
6993 S. Prescott Street
Littleton, CO 80120(b)
    
    If to the Company:
Teton Energy Corporation
600 17th Street  Suite 1600 North
Denver, CO 80202
Attn: COO
  No Limitation
 Non-Binding Mediation




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[Signatures Follow On Next Page]




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IN WITNESS WHEREOF,
 Teton Energy Corporation
    
    EXECUTIVEBy:
    
    /s/ Dominic J. Bazile II
    
    By:
    
    /s/ Steve J. GodfreyName:
    
    Dominic J. Bazile II
    
    Name:
    
    Steve J. GodfreyTitle:
    
    Executive Vice President & COO




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Schedule A
 Outside Activities
Steve J. Godfrey
 Company orProject Name
    
    Nature of 
Business
    
    Date Hired 
orCommencedInvolvement
    
    Position
    
    Compensation
    
    Annual TimeCommitment, (timeaway from office)
 March 31, 2008
 
 [Executive and Company agree that there are no outside activities]




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Exhibit A
Indemnification Agreement




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Exhibit B
 Form of Restricted Stock Agreement