**Exhibit** **14.1**
 
 **CODE
OF BUSINESS CONDUCT AND ETHICS**
  **Introduction**
 
 We ask
for, and expect, a great deal from everyone associated with Teton Petroleum
Company and its domestic and foreign operations (collectively, the “Company”).
We ask that you produce outstanding results and maintain high standards of
business conduct. We ask that you become deeply involved with our business in
its many forms. We ask that you work smart and make intelligent and rational
decisions, which make the difference in our ability to be successful throughout
the world in highly competitive businesses. At the same time, we also ask that
you, as members of this Company, act in ways that will bring credit to
yourselves, your families and your associates.
 
 The
purpose of this Code of Business Conduct and Ethics (the “Code”) is to set forth
the basic principles and guidelines for the employees, officers, and directors
of the Company, including the Company’s principal executive officer, principal
financial officer, principal accounting officer or controller, or persons
performing similar functions (collectively, the “Employees”), and to codify
standards reasonably designed to deter wrongdoing.
 
 In
addition to strict compliance with legal requirements and local customs, all
Employees are expected to be guided by the principles of honesty and
professionalism in the conduct of the Company’s affairs, and to comply with the
policies contained, or referred to, in this Code. No code of business conduct
and ethics can replace the thoughtful behavior of Employees. However, such a
Code can focus the board and management on areas of ethical risk, provide
guidance to personnel to help them recognize and deal with ethical issues,
provide mechanisms to promptly report unethical conduct, and help to foster an
awareness of the Company’s obligations to shareholders, other Employees,
customers, vendors, and the general public.
 
 You are
then responsible for compliance with this Code and, if you are a supervisor or
manager, for making sure that those under your supervision know and adhere to it
also. Failure to comply with the Code in any respect will result in disciplinary
action, termination of employment, or other corrective action determined legally
appropriate by the Company. If you are in a situation which you believe may
violate or lead to a violation of this Code, a law, or Company policy, follow
the guidelines described in Section 23 of this Code.
 
  **Section
1.**  **Conflicts
of Interest**
 
 To
maintain the highest degree of integrity in the conduct of the Company’s
business and to maintain an Employee’s independent judgment, each Employee must
avoid any activity or personal interest that creates or appears to create a
conflict of interest between the Employee’s interest and the interests of the
Company.
 
 When
conducting Teton-related activities, you must devote your undivided loyalty to
the business of Teton and avoid (1) any situation that might result in a
conflict between your personal interests and the interests of the Company; and
(2) any activity or financial interest that might reflect unfavorably on your or
the Company’s integrity or high reputation in the business community. In
addition, if an activity or investment would be improper for you, it may also be
improper for your family members or any business controlled by you or any family
member. Absent disclosure to the General Counsel of a particular situation which
raises a conflict of interest issue to determine whether the situation may
continue, you need adhere to the following principles:
 
 §
    You
      may not realize any personal gain or profit from the Company’s dealings
      with suppliers, customers or other firms or persons doing or seeking to do
      business or competing with Teton. You should avoid situations or the
      receipt of favors that could interfere with your exercise of independent
      judgment; cause you to act other than in the best interest of the Company;
      or deprive Teton of your undivided loyalty.
 §
    You
      may not take, for your own individual benefit, opportunities that are
      discovered through the use of your Company position or the Company’s
      property or information. You owe a duty to the Company to advance its
      legitimate interests whenever the opportunity to do so arises.
 §
    Neither
      you nor members of your family may have a financial interest, direct or
      indirect, in any firm doing business or competing with Teton, if you are
      in a position to influence awarding of or managing the business or
      competition between Teton and that firm, except for publicly traded shares
      or other securities not exceeding 1% of the outstanding shares or other
      securities of that company.
 1
  §
    Neither
      you nor any member of your family is permitted to accept money, gifts of
      more than token value, substantial favors or services, or excessive
      entertainment, from any person or firm doing business or competing with
      Teton. Likewise, gifts or favors that you make to any employee of another
      enterprise (a supplier, a customer or any other firm) should not be of a
      nature or amount that could even create the appearance of a bribe,
      kickback or unlawful gift. Any attempt to offer a gift of the magnitude
      that indicates an intent to exert improper influence must be reported
      promptly to the Company’s General Counsel. If because of cultural or other
      reasons the receipt of a gift exceeding token value cannot be avoided,
      and/or the gift cannot be returned, the General Counsel must be consulted
      with respect to the gift’s proper disposition, and that disposition must
      be confirmed in writing to the Law Department.
 §
    You
      are not permitted to accept outside employment that may adversely affect
      your relationship with Teton.
 §
    If
      you have any responsibility for or knowledge of the Company’s investments
      in other companies, you must not make any personal investment, direct or
      indirect, in those companies. You are not permitted to use information
      obtained as a result of your relationship with Teton for personal profit
      or as the basis for a “tip” to others unless the Company has made that
      information generally available to the public. For example, the purchase
      of real estate near property that you are aware is being considered for
      purchase or development by the Company would be a conflict and thus
      prohibited. In addition, you must not purchase or sell stock or other
      securities of Teton or of any other company if because of information you
      learned in confidence, either directly or indirectly, as a result of your
      relationship with Teton, you believe that the price of such stock or other
      security will increase or decrease. Finally, as part of the Company’s
      desire to avoid even the appearance of any conflict of interest, any
      director or executive officer or other employee designated by the Company
      as being subject to the obligation described in this paragraph (or any
      member of his or her immediate family) who is offered the opportunity to
      participate in any offering of securities by any person or entity with
      whom the Company has an investment or commercial banking or other supplier
      or customer relationship must notify and secure the approval for such
      participation from the Company’s Legal Counsel before participating in any
      such offering. See also the Company’s insider trading
    policy.
 
 You must
report to the Company’s Legal Counsel any personal interests or circumstances
that might constitute a conflict of interest, as described above, in the
attached Employee Affirmation or as soon as the circumstances arise. Depending
on the degree of potential conflict, appropriate action may be taken, which may
include requiring you (or a family member) to divest a financial interest, to
accept a new position within Teton or to return or to pay for gifts or other
favors received. Failure to report any actual or potential conflict of interest,
or continuing to engage in such conduct after being advised of its impropriety,
is grounds for disciplinary action, including termination.
 
 Conflicts
of interest may not always be clear-cut; thus, if you believe that any
transaction or activity may constitute a conflict of interest, you should
promptly consult with the Teton Law Department.
 
 Generally,
a “conflict of interest” exists when a person’s private interest interferes in
any way with the interests of the Company. A conflict situation can arise when
an Employee takes actions or has interests that may make it difficult to perform
his or her Company work objectively and effectively. Sections 2, 3, and 4 of
this Code provide specific examples of conflicts of interest. Loans to, or
guarantees of obligations of, Employees and their family members may also create
conflicts of interest.
 
 Conflicts
of interest are prohibited as a matter of Company policy, except under
guidelines approved by the Board of Directors. Conflicts of interest may not
always be clear-cut, so if you have a question, you should consult with your
manager, or a higher level of management or member of the Company’s legal
counsel. Any Employee who becomes aware of a conflict or potential conflict
should bring it to the attention of a supervisor, manager or other appropriate
personnel or consult the procedures described in Section 21 of this Code.
  2
  *Special
Rules for Members of the Board of Directors and Executive Officers*
 
 The Board
of Directors or the Audit Committee of the Board must approve a director’s or an
executive officer’s direct or indirect interest in a transaction involving the
Company and the director or officer and a third party.
 
 The Board
of Directors will determine on a continuing basis whether, in its judgment, a
director’s relationship with other business, consulting, legal, charitable or
other institutions impair his or her independence as a director.
 
 Executive
officers of the Company must obtain the approval of the Board of Directors or
the Audit Committee of the Board for any outside employment, or any
directorships with for-profit entities.
 
 Only the
Board of Directors or the Audit Committee of the Board may grant a waiver of
this Code for executive officers and directors.
 
 Loans
from the Company to directors and executive officers of the Company are
prohibited in accordance with applicable federal law.
 
 **Section
2.**  **Interest
in Other Business Organizations**
 
 Employees
or members of their families should not have a “significant financial interest”
in any business organization that does, or seeks to do, business with the
Company, or is a competitor of the Company, unless such interest has been fully
disclosed in writing to the Employee’s Human Resources Manager, who will
determine whether the Employee’s duties with the Company will require him or her
to make decisions that could be influenced by such interest.
 
 As a
minimum standard, a “significant financial interest” is an aggregate interest of
an Employee and family member of more than:
 
 1% of any
class of outstanding securities of the firm or corporation, or
 10%
interest in any partnership or association, or
 5% of the
total direct and beneficial assets or income of such company.
 
 Family
members include spouse, minor or adult child, stepchild, parents, stepparents,
brothers, sisters, grandparents, grandchildren, in-laws and any person living in
the same household.
 
 An
Employee must not conduct business on behalf of the Company with a member of
his/her family, or business organization with which the Employee or family
member has “significant financial interest” or is a director, officer, employee,
creditor or proprietor. An Employee whose duties bring him or her into contact
with an organization that employs a family member should take appropriate
precautions to avoid a potential conflict of interest or the suspicion of
preferential treatment. The Employee should consult with his or her supervisor
and, if necessary, disqualify himself or herself from acting on behalf of the
Company.
 
 **Section
3.**  **Gifts,
Gratuities and Payments to Employees**
 
 No
Employee should accept gifts, loans, favors, or entertainment, directly or
indirectly, from any person, firm, or corporation doing business, or seeking to
do business, with the Company, other than nominal gifts or courtesies as
described further below. Gifts or loans of cash or other property, or gift
certificates in any amount whatsoever, or any form of bribe or kickback, to
Employees by existing or potential suppliers of the Company are forbidden. This
policy does not prohibit either giving or receiving reasonable courtesies in the
normal course of business.
 
 In the
application of this policy, Employees may accept such courtesies only if they
meet all of the following criteria:
 
 1.
    They
      are consistent with accepted business practice and in a form that is not,
      will not appear to be, or will not be construed as, a bribe, kickback,
      payoff or substantial personal benefit to the
Employee.
 
 2.
    They
      are of nominal value or intended for business use, such as datebooks, desk
      calendars or reasonable business meals.
 
 3.
    They
      do not violate any applicable law, regulation or generally accepted
      ethical standard.
 
 4.
    Public
      disclosure of the facts would not embarrass the
Company.
  3
  The
policy is not intended to eliminate participation in business-related functions
and activities that occur in conjunction with seminars, exhibits, meetings and
presentations, which often involve lunches, dinners and entertainment. These can
be, under the proper circumstances, in the best interest of the Company. Failure
to comply with this prohibition in any respect will result in disciplinary
action, termination of employment, or other corrective action determined legally
appropriate by the Company.
 
 Services
offered by a supplier may be accepted by an Employee when the need for the
services are associated with a business relationship, and the supplier provides
the service to other customers and prospects as a normal part of its business,
(e.g., travel agency services). The services should generally be of the type
normally used by Employees and allowable on the travel expense
account.
 
 If in
doubt as to the propriety of any gift or activity, it should be cleared with the
Corporate Attorney or the CEO. In making this judgment, the Employee must go
beyond the question of whether the gift or activity would influence an Employee
in any way and should consider what unfavorable appearance or interpretation
might be placed on this action by a critical third party who has the advantage
of hindsight.
 
 **Section
4.**  **Corporate
Opportunities Converted to Personal Benefit**
 
 As Teton
employees, we are obligated to place Teton’s interests in any business
transaction ahead of any personal interest or personal gain to the individual
employee (and, for purposes of this policy, to the employee’s spouse, family
member, roommate, friend or other individual). Each employee is under an
affirmative obligation to bring to the attention of his or her supervisor, Legal
Counsel or the CEO or CFO any situation that is an actual, alleged or even
potential conflict of interest.
 
 Employees
are prohibited from taking for themselves personally any business opportunities
that are discovered or learned through the use of corporate property,
information or position without the consent of the Board of Directors. No
Employee may use corporate property, information, or position for personal gain,
and no Employee may compete with the Company directly or indirectly. Employees
owe a duty to the Company to advance its legitimate interests when the
opportunity to do so arises.
 
 **Section
5.**  **Fair
Dealing with Customers, Suppliers, Competitors and Others**
 
 Employees
who make or are involved in making business decisions for the Company must do so
using consistent and unbiased standards. We seek to outperform our competition
fairly and honestly by gaining competitive advantages through superior
performance, and each Employee should deal fairly with the Company’s customers,
suppliers, competitors and Employees.
 
 **Section
6.**  **Company
Records and Preservation of Assets**
 
 Accurate
and auditable records of all Company financial transactions must be maintained
in conformity with generally accepted accounting principles and local
requirements.
 
 Employees
are responsible for safeguarding and preserving Company assets and properties
under their control. Employees are also responsible for providing an auditable
record of financial transactions related to the use of these assets. No
“off-the-books” funds (e.g., side cash funds, reserves or allowances) or
transactions that are not documented in the Company’s regular accounting system
are permitted. Guidelines are as follows:
 
 1.
    The
      use of Company funds or assets for any improper or unlawful purpose is
      prohibited. Improper purposes include the use of Company time, materials,
      assets or facilities for purposes not related directly to the Company’s
      business, or the removal or borrowing of the Company’s property without
      permission.
 
 2.
    All
      assets, liabilities, revenues, expenses and transactions must be
      accurately reported on the books of the Company, in accordance with the
      Company’s accounting procedures.
  4
  3.
    No
      false or misleading entries may be made in the books and records of the
      Company.
 
 4.
    No
      undisclosed or unrecorded fund or asset of the Company may be established
      or maintained for any purpose.
 
 5.
    No
      payment on behalf of the Company may be approved or made with the
      intention or understanding that any part of such payment is being made for
      any purpose other than that described in the documents supporting such
      payment.
 
 Dishonest
reporting or failure to disclose information that by law or by contract must be
disclosed is strictly prohibited by this Code and will not be tolerated.
Violation of these guidelines may lead not only to termination of employment,
but could also lead to civil or criminal liability or monetary damages for
Employees or the Company.
 
 **Section
7.**  **Proprietary
or Confidential Information**
 
 You must
not disclose any Company confidential or proprietary information, or
confidential information entrusted to you by the Company’s customers, to anyone
outside the Company, except when disclosure is authorized by the Company’s
general or outside counsel, or required by laws or regulations. Furthermore,
such information is to be used only in the Company’s business. These obligations
apply whether or not you developed the information yourself. You should also
limit the disclosure of proprietary information within the Company to those
Employees with a “need to know.”
 
 Proprietary
or confidential information subject to the foregoing restriction on disclosure
includes all non-public information that might be of use to competitors, or
harmful to the Company or its customers, if disclosed, such as information of
the type contained in patents, copyrights or trademarks, or held as trade
secrets. It also includes the business, financial, marketing and service plans
associated with products; designs, engineering and manufacturing ideas, know-how
and processes; Company business and product plans with outside suppliers and
customers; manufacturing performance data; unpublished financial data and
reports; information pertaining to acquisition and divestiture plans,
directional strategy, and competitive position; product test results; a variety
of internal data bases; and personnel and salary information.
 
 **Section
8.**  **Compliance
with Laws, Rules and Regulations**
 
 The
Company’s goal is to comply with the spirit and letter of the laws, rules and
regulations that apply to our business, and also to endeavor to abide by the
highest principles of ethical standards and honor. This means obeying the law,
both in letter and in spirit. All Employees must respect and obey the
governmental laws, rules and regulations of the cities, states and countries in
which we operate. Although not all Employees are expected to know the details of
these laws, it is important to know enough to determine when to seek advice from
supervisors, managers or other appropriate personnel.
 
 **Section
9.**  **Public
Communications**
 
 All
disclosures in reports and documents that the Company files with the U.S.
Securities and Exchange Commission (the “ SEC”), as
well as all other public communications made by the Company, should be complete,
fair, accurate, timely and understandable.
 
 **Section
10.**  **Insider
Trading**
 
 On
occasion, Employees of the Company come into possession of non-public
information concerning the Company and its affairs. This information about the
Company comes to us so that we can do our jobs better, not so that we can
benefit personally by using inside information in the stock market. Disclosure
of material non-public information is against Company policy and knowledge of
such information may not be used under any circumstances for the Employee’s
personal benefit in the stock market. Failure to observe these rules could
potentially expose an Employee to civil or criminal penalties. Material
information means: “any information concerning the Company that is not yet
public knowledge, but that, if publicly known, could reasonably be expected to
affect the price of the Company’s stock, or is likely to be considered important
by a reasonable investor.” The Employee’s responsibilities are twofold under SEC
rules:
  5
  1.
    Employees
      cannot buy or sell Teton Petroleum Company stock at any time when he or
      she has material information about the Company that is not known to the
      investing public.
 
 2.
    Employees
      cannot tip off others to buy or sell Teton Petroleum Company stock on the
      basis of his or her material information that is not known to the
      investing public.
 
 Similar
restrictions apply to trading in the stock of other companies on the basis of
non-public information an Employee may learn in the course of his or her
employment at the Company.
 
 Limitations
on use of information obtained as a result of employment for personal gain is
not limited to transactions involving stock. For example, the purchase of real
estate near property that an Employee knows is being considered for purchase by
the Company constitutes a conflict of interest.
 
 Please
also see the Company’s Insider Trading Policy.
 
 **Section
11.**  **Gifts,
Gratuities and Payments by the Company**
 
 All
customer relations are maintained on the fundamental premise that our business
efforts are based on quality and performance at an agreed price. Accordingly,
Employees are prohibited from attempting to promote the Company and its business
offerings, or to gain improper concessions for the Company by giving any bribe,
kickback, payment, gift, loan or special favor to customers, except casual
entertainment or items of nominal value. Any form of indirect payment also is
prohibited under this policy. A legitimate use, however, of accepted business
techniques, such as employment of a reputable, independent commissioned agent,
is proper if done in accordance with established Company policies and procedures
and under terms by which the agent is expected to adhere to the similar policies
prohibiting improper payments or actions.
 
 Gifts,
favors and entertainment may be given to others at Company expense only if they
meet all of the following criteria:
 
 1.
    They
      are consistent with accepted business practices and in a form that is not,
      will not appear to be, or will not be construed as, a bribe, kickback,
      payoff or substantial benefit.
 
 2.
    They
      are of nominal value or intended for business use such as datebooks, or
      desk calendars.
 
 3.
    They
      do not violate any applicable law, regulation or generally accepted
      ethical standard of the locale.
 
 4.
    Public
      disclosure of the facts would not embarrass the
Company.
 
 5.
    The
      cost is allowable under the applicable expense account
    policy.
 
 The
recipient’s policies regarding such gifts, favors and entertainment should be
respected.
 
 Business
gifts, loans or favors to U.S. federal, state, or municipal employees are
strictly forbidden. Business gifts or favors to overseas customers must conform
to the Foreign Corrupt Practices Act, local law, and Company policy. The
Company’s Foreign Corrupt Practices Act policy is articulated in a separate
document and is specifically referenced herein.
 
 The
Company adheres to the letter and spirit of the Foreign Corrupt Practices Act.
This Act prohibits giving money or items of value to foreign officials for the
purpose of obtaining or retaining business from a foreign government or
influencing foreign legislation or regulations. The Foreign Corrupt Practices
Act further prohibits giving money or items of value to any person or firm where
there is reason to believe that it will be passed on to a government official
for this purpose. The law also requires that accurate records and accounts be
maintained in reasonable detail and prohibits the establishment of off-the-books
corporate slush funds. The Foreign Corrupt Practices Act has severe penalties,
including fines and imprisonment. All matters pertaining to this statute must be
coordinated with the Company’s CFO and legal counsel.
  6
 **Section
12.**  **Political
Contributions**
 
 Contributions
by the Company to federal candidates or political parties are prohibited by law
and may not be made. State and local laws often prohibit and restrict
contributions by corporate organizations. It is Company policy that no
contributions may be made at the state or local level that do not comply with
applicable law and without the written approval of the Company’s legal counsel.
Laws regarding foreign contributions vary by country and no contributions may be
made except in compliance with applicable law, and with written approval of the
Company’s legal counsel.
 
 The
Company encourages its Employees to become involved in civic affairs and to
participate in political activities. Employees must recognize, however, that
their involvement and participation must be on an individual basis, on their own
time, and at their own expense. Employees may not use any Company facilities,
such as supplies, telephones, copy machines, or Company letterhead in connection
with political activities, candidates or parties.
 
 Unless
specifically directed by the Company, when an Employee speaks on public issues,
it must be clear that the comments or statements made are those of the
individual and not those of the Company.
 
  **Section
13.**  **Non-Discrimination
and Non-Harassment**
 
 It is the
policy of the Company that all Employees should be able to work in an
environment free from all forms of unlawful discrimination and harassment. The
Company strives to comply fully with all applicable local, state and federal US
laws for its US operations and applicable local laws and customs in other
countries and to manage its human resources and business operations in ways that
promote equitable and respectful treatment of Employees and expects all
Employees to follow this practice. Personnel decisions such as compensation,
benefits, transfers, layoffs, return from layoffs, training, company-sponsored
education, tuition assistance, social and recreation programs will be
administered without discrimination. Only valid job requirements will be imposed
for promotional opportunities
 
 Sexual or
other unlawful harassment by any Employee(s) also is inconsistent with our
obligation to provide all Employees with a nondiscriminatory work environment in
the US. It is also a violation of US law. The Company will conform with the laws
of other locales in which it operates. The Company will not tolerate any
unlawful harassment, whether by an Employee toward another, by an Employee
toward a customer or a supplier or by a customer or a supplier toward an
Employee.
 
 Employees
of the Company are expected to know and follow the Company’s policies. Copies of
these policies are available in the Employee handbook. Reports of violations
should be directed to the Company’s legal counsel for prompt investigation and
appropriate corrective action. The Company’s policies prohibit retaliation
against any Employee who raises a complaint in good faith.
 
 **Section
14.**  **Substance
Abuse**
 
 The
unlawful possession, use, dispensation, distribution, or manufacture of a
controlled substance is prohibited within any Company office or facility.
Employees who fail to comply with this policy will be terminated.
 
 **Section
15.**  **Electronic
Communications**
 
 All data
that is composed, transmitted or received via the Company’s computer
communications systems may be considered to be part of the official records of
the Company and, as such, may be subject to disclosure to law enforcement or
other third parties. Consequently, Employees should always ensure that the
information contained in e-mail messages and other transmissions is accurate,
appropriate, ethical and lawful.
 
 Computers,
computer files, voice mail, the e-mail system, Internet access, and software
furnished to Employees are the Company’s property intended for appropriate
business use. Employee use of this equipment and systems may be monitored at any
time at the Company’s discretion and is subject to the following requirements:
  7
 
 1.
    All
      software provided by the Company must be used in accordance with the
      software license agreement of the vendor. Illegal duplication of software
      and its related documentation is prohibited.
 
 2.
    An
      Employee’s personal software, unauthorized, and undocumented software may
      not be used on Company equipment or otherwise be accessible for use by
      Employees.
 
 3.
    Willful
      unlawful infringement of a copyright and willful unlawful violation of a
      software license are prohibited and may expose the Company and the
      Employee to substantial damages, including criminal
    penalties.
 
 4.
    All
      use of Company electronic communications equipment and Internet access
      must be consistent with Company policies, including without limitation
      policies referenced in this Code.
 
 5.
    Information
      maintained in, or distributed through, Company electronic communications
      equipment must be consistent with Company policies, including without
      limitation policies referenced in this
Code.
 
 6.
    Only
      authorized Employees may establish or modify Company web sites or access
      records, files, or equipment of others.
 
 **Section
16.**  **Environmental
Responsibilities**
 
 The
Company recognizes the importance of protecting our natural environment and
conserving natural resources. **** The
Company is committed to its Employees, customers and the public to operate its
business in a manner consistent with environmental stewardship and in compliance
with all environmental laws of the locale in which we are operating.
 
 **Section
17.**  **Compliance
with Antitrust Laws**
 
 The
objective of U.S. antitrust laws, State antitrust laws, and the antitrust laws
in certain countries where the Company does or may do business is to promote
vigorous competition in open markets. Violation of U.S. antitrust laws is a
serious offense and can result in criminal and/or civil penalties for business
entities or imprisonment and/or fines for individuals. An individual who
willfully violates the antitrust laws will receive no protection from the
Company. Failure to comply with the antitrust laws in any respect will result in
disciplinary action, termination of employment, or other corrective action
determined legally appropriate by the Company.
 
 Generally
speaking, antitrust laws of the United States prohibit agreements,
understandings or actions whether oral or written, tacit or explicit, which
unreasonably restrain trade. Among the activities found to be clear violations
of the law regardless of the intentions of the parties involved (“per se”
violations) are any agreements or understandings among competitors to fix or
control prices; to boycott specified suppliers or customers; to allocate
customers, product, territories, or markets; or to control, limit or reduce
production or sales. Such agreements are against public policy and against the
policy of the Company.
 
 Relations
with Competitors
 
 The
antitrust laws prohibit any understanding whatsoever between competitors with
respect to price or any element of price (such as discounts or credit terms),
including price stabilization. Thus, agreements between competitors to adhere to
a specific formula for the determination of price, to restrict production, or to
communicate with each other with respect to their prices are just as unlawful as
an agreement regarding price itself.
 
 In this
regard, Employees must not:
 
 1.
    Engage
      in any discussions of such matters with representatives of other
      companies.
 
 2.
    Exchange
      information with competitors relating to prices or other terms or
      conditions of sale.
  8
  3.
    Attend
      a meeting with a competitor at which such matters are likely to be
      discussed.
 
 The
Company’s relationships with its customers are also subject to a number of
antitrust statutes aimed at protecting its customers.
 
 (a)  Restrictive
Agreements . The
antitrust laws prohibit all understandings or agreements that unreasonably
restrain trade. In addition to the per  se violations outlined above, which are considered unlawful by themselves without
specific proof as to their effect, there are certain types of agreements between
sellers and buyers which, while not unlawful by themselves, fall into a danger
zone. They should not be considered or consummated without prior consultation
with **** the
Company’s legal counsel.
 
 (i)  Refusals
to Deal . A
company generally has the right to select the customers with which it chooses or
refuses to do business. However, this is a right which must be
exercised by the company alone without
consultation with any other outside party.
 
 (ii)  Resale
restrictions . A basic
tenet of the law is that a purchaser of a product has the right to do with it as
he chooses without restriction by the seller; thus, an agreement or
understanding by the seller and customer with respect to the prices at which the
customer will resell the product violates antitrust laws. Restrictions on the
area in which resales can be made can also cause serious problems.
 
 (iii)  Tying
Arrangements . Any
arrangement under which a seller having a substantial market position in one
product coerces a customer to take a product the customer does not want as a
condition for the sale of another product it does want constitutes a “tie-in”
sale. Such arrangements should be regarded as per  se unlawful
and strictly avoided. The commingling in a bid of two products where the
commingled price is different from the price of the two articles purchased
separately should receive legal review. “Teaming” arrangements, by which the
Company and another party cooperate in making a bid to a customer, are not
unlawful but should also be reviewed in advance by the Company’s legal
counsel.
 
 (b)  Discrimination
in Pricing . The
Robinson-Patman Act prohibits sales of products of like grade and quality at
different prices to competing customers where the effect may be to injure
competition. To determine whether a Robinson-Patman problem exists, an Employee
should ask initially whether the Company has made sales (i) at different prices;
(ii) within a reasonably contemporaneous period; (iii) of products of like grade
and quality; (iv) to customers who were using or reselling the product in
substantially the same competitive market. The Robinson-Patman Act is also
applicable to purchasers. It is unlawful to procure a price from a supplier on
the basis that the supplier must meet a competitive price which has not actually
been offered by another supplier.
 
 Relations
with Suppliers
 
 Reciprocal
Dealing . The
antitrust laws make reciprocal buying and selling illegal where a purchaser with
substantial buying power intentionally uses that power as a lever to make sales
of its products to its suppliers. The law does not prohibit our purchasing
products from companies that purchase from us. It does prohibit any
understanding or agreement, whether written or oral and whether expressed or
implied, that purchases by one party are contingent upon purchases by the
other.
 
 International
Transactions. Certain
U. S. antitrust laws also apply to international operations and transactions
related to imports to, or exports from, the United States. Moreover, the
international activities of the Company could be subject to antitrust laws of
foreign nations or organizations such as the European Economic
Community.
 
 As with
other complex laws, it is important that legal advice be sought on any questions
regarding antitrust matters, particularly before entering into any agreement,
understanding or arrangement.
 
 **Section
18.**  **Compliance
and Discipline**
 
 Failure
to comply with the standards contained or referenced in this booklet will result
in corrective action that may include disciplinary action, termination, referral
for criminal prosecution, requirement to reimburse the Company for any losses or
damages or other measures determined appropriate by the Company. If an Employee
is charged with a violation of this Code, the matter normally will be dealt with
in a manner consistent with any grievance procedure or complaint resolution
process applicable in the Employee’s worksite.
  9
 **Section
19.**  **Certification**
 
 At least
annually, Company personnel in sensitive positions must complete a
certification/questionnaire affirming their commitment to the Code of Business
Conduct and Ethics and disclosing violations of the Code. Completion of this
questionnaire will be requested by the Chief Executive Officer of Teton
Petroleum Company and a report of responses will be made to the Board committee
designated with overseeing and enforcing this Code.
 
 The
annual questionnaire does not relieve Employees of the continuing obligation to
disclose relevant information immediately and, whenever possible, in advance of
any proposed action.
 
 **Section
20.**  **Waivers
of the Code of Business Conduct and Ethics**
 
 This Code
has been adopted by the Company’s Board of Directors and it applies to all
employees, officers and directors of the Company. Any waiver of this Code,
including any waiver with respect to the Company’s principal executive officer,
principal financial officer, principal accounting officer or controller, or
persons performing similar functions, may be made only by the Company’s Board of
Directors or a Board committee designated with overseeing and enforcing this
Code. Any such waiver approved by the Board or committee will be promptly
disclosed to shareholders in compliance with the relevant rules issued by the
American Stock Exchange and the SEC.
 
 **Section
21.**  **Problem
Solving**
 
 While
this Code aims to provide answers to Employees, it is impossible to address all
possible problems. Often a question presented to an Employee will not have a
clear-cut answer and may present difficult choices. As a result, the Company
encourages Employees to use the following steps to solve problems regarding
policy:
 
 1.
    Obtain
      all the facts.
 
 2.
    Determine
      what specifically you are being asked to
do.
 
 3.
    Clarify
      your responsibility and whether others should be
  involved.
 
 4.
    Ask
      yourself: Is it legal?
 
 5.
    Also
      ask yourself: Even if it is legal, is it
appropriate?
 
 6.
    Discuss
      the problem with your supervisor or any other person identified in the
      “Seeking Advice” section.
 
 **Section
22.**  **Seeking
Advice/** **Reporting
any Illegal or Unethical Behavior**
 
 The
Company wants to make sure that all Employees fully understand the Company’s
Code of Business Conduct and Ethics and are able to seek advice. Employees are
encouraged to ask questions and seek advice before acting, rather than
after.
 
 If you
are unsure of what a policy requires of you, if you are concerned that the
Company may be in violation of the law, or if you feel that a Company policy is
being violated, you should seek advice from your supervisor. If you are
uncomfortable raising a question about policy with your supervisor, or if you
are not satisfied with the resolution by your supervisor, you may contact the
Company’s President. If your question or concern relates to accounting, internal
accounting controls or auditing matters, contact the Chairman of the Audit
Committee of the Company’s Board of Directors.
 
 Disciplinary
action will be taken against any Employee who retaliates, directly or
indirectly, or encourages others to do so, against an Employee who reports a
violation or suspected violation of the Company’s Code of Business Conduct and
Ethics. The Company wants Employees to communicate concerns or report misconduct
without fear of retribution. It is your responsibility to report misconduct if
you become aware of it.
  10
 **Section
23.**  **Administration
of the Code of Business Conduct and Ethics**
 
 The Code
was adopted by the Board of Directors on July 16, 2004. The Board of Directors
shall be responsible for the administration and enforcement of this Code, but
may delegate responsibility for administration of the Code to a committee of the
Board. The Board (or a Board committee designated with overseeing and enforcing
this Code) shall take reasonable steps to monitor and audit compliance with the
Code, including establishment of monitoring and auditing systems reasonably
designed to detect violations of the Code by Employees. The Board (or a Board
committee designated with overseeing and enforcing this Code) shall periodically
review the Code and recommend changes when desirable or necessary to (i) ensure
continued compliance with applicable rules and regulations, and (ii) make
certain that any weaknesses revealed through monitoring, auditing and reporting
systems are eliminated or corrected.
 
 No
amendments or changes to the Code shall be made by anyone other than the Board
of Directors of the Company (or a Board committee designated with overseeing and
enforcing this Code). Amendments to this Code shall be publicly disclosed in
compliance with rules of the American Stock Exchange and applicable law, rule
and regulation.
 
 A copy of
the most up-to-date version of the Code shall be posted at all times on the
Company’s website and intranet, and the Company’s Internet address and the fact
that the Company has posted this Code on its website will be disclosed in the
Company’s annual report. In addition, a copy of the most up-to-date version of
the Code will be made available in print to any Company shareholder who requests
it, and this availability of the Code will be stated in the Company’s annual
report.
 
 **Section
24.**  **Non-Exclusivity** ****
 
 This Code
of Business Conduct and Ethics is not the exclusive set of policies and
procedures of the Company. You are expected to comply with all policies and
procedures applicable to you, whether or not set forth or referenced in this
Code. Further, remedies for non-compliance with this Code of Business Conduct
and Ethics are not exclusive and references to possible actions set forth herein
shall not limit the Company’s options in addressing non-compliance. Mention of a
remedy upon a failure to comply in any one instance shall not limit the
applicability of all remedies to all circumstances of non-compliance.
   11