FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.25

FOURTH AMENDMENT TO

EMPLOYMENT AGREEMENT

This FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (this “FOURTH AMENDMENT”) is executed December 29, 2008, but effective as of January 1, 2005, by and between GeoPetro Resources Company, a California corporation (“Company”) and David V. Creel (“Employee”).

RECITALS

A.            Company and Employee are parties to that certain Employment Agreement dated April 28, 1998 (the “Original Agreement”), to that certain First Amendment to Employment Agreement dated June 15, 2000, to that certain Second Amendment to Employment Agreement dated May 12, 2003, and to that Third Amendment to Employment Agreement, dated January 1, 2005.  The Original Agreement, as amended through and including the Third Amendment, is referred to herein as the “Agreement.”

B.            The parties hereto now wish to amend the Agreement as set forth below.

NOW THEREFORE, Company and Employee hereby agree as follows:

1.                                       Amendment of Agreement.

(a)                                  The following sentence is added to the end of Section 9(d) of the Agreement:

No payment shall be made under this Section 9(d) unless such Involuntary Termination results in Employee’s “Separation from Service” with the Company within the meaning of Section 1.409A-1(h) of the Treasury Regulations, which provides that, whether a Separation from Service has occurred is determined based on whether the facts and circumstances indicate that Employee and the Company reasonably anticipated that no further services would be performed by Employee after such resignation or termination or that the level of bona fide services Employee would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to twenty percent (20%) or less of the average level of bona fide services performed over the immediately preceding thirty-six (36) month period.

(b)                                 The following sentence is added to the end of Section 9(g) of the Agreement:

No payment shall be made under this Section 9(g) unless such Involuntary Termination results in Employee’s “Separation from Service” with the Company as defined in Section 9(d) above.

(c)                                  The following paragraph is added to the end of Section 9 of the Agreement:

Payments made in respect of Employee’s pro rata Basic Salary through the date of termination under either Section 9(c), Section 9(e), or Section 9(f) shall be payable within thirty (30) days of such termination.

(d)                                 Section 15 is added to the Agreement to read in its entirety as follows:

Section 409A of the Code.  This Agreement is intended to comply with Section 409A of the Code and shall be interpreted in accordance with such Section and Department of Treasury regulations and other interpretive guidance issued thereunder including, without limitation, any such regulations or other guidance issued after the effective date of this Agreement.  If Company determines that this Agreement may or does not comply with Section 409A of the Code, Company may adopt such amendments to this Agreement (without Employee’s consent) or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that Company determines are necessary or appropriate to (i) exempt this Agreement from the application of Section 409A of the Code, (ii) preserve the intended tax treatment of the benefits provided hereunder, or (iii) comply with the requirements of Section 409A of the Code; provided further, notwithstanding anything contained herein to the contrary, any provision hereof which is inconsistent with the applicable requirements of Section 409A of the Code or any provision not set forth which should be included herein in order to comply with the applicable requirements of Section 409A of the Code shall be deemed revised or included herein, as the case may be, in a manner consistent therewith automatically, without any action of Company or Employee.  Any reimbursements from the Company to Employee shall be subject to the following rules: (i) The amount eligible for reimbursement in one calendar year shall not affect the amount eligible for reimbursement in any other calendar year; provided, however, that, in the case of an arrangement for the reimbursement of medical expenses referred to in Section 105(b) of the Code, such arrangement may provide for a limit on the amount of expenses that may be reimbursed over some or all of the period in which such reimbursement arrangement remains in effect; (ii) Such reimbursement shall be made on or before the last day of the calendar year subsequent to the calendar year in which the corresponding expense was incurred; and (iii) In no event shall any right to reimbursement be subject to liquidation or exchange for another benefit.

2.             Integration.  To the extent of any inconsistencies between the terms and conditions of the Agreement as amended prior to the date hereof and those of this Fourth

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Amendment, this Fourth Amendment shall govern.  Except to the extent that the provisions of the Agreement prior to the date hereof are so superseded, they shall remain if full force and effect.

3.             Counterparts.  This Fourth Amendment may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

IN WITNESS WHEREOF, Company and Employee have executed this Fourth Amendment as of the date first above written.

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