AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective the 30 ^th day of January, 2009 (the “Effective Date”) by and between Ryan R. Gilbertson, a resident of the State of Minnesota (“Employee”), and Northern Oil and Gas, Inc., a Nevada corporation having its principal office at 315 Manitoba Avenue, Suite 200, Wayzata, Minnesota (the “Company”).

WHEREAS , the Company is an oil and gas exploration and production company headquartered in Wayzata, Minnesota, focused on drilling exploratory and developmental wells in the Rocky Mountain regions of the United States;

WHEREAS ,   the Company and Employee entered into that certain Employment Agreement effective January 16, 2008 and desire to amend and restate such agreement through this Agreement; and

WHEREAS ,   the Company desires to continue to employ Employee, and Employee desires to accept such continued employment, pursuant to the terms and conditions set forth in this Agreement.

NOW, THEREFORE , in consideration of the mutual covenants herein contained, the parties agree as follows:

1.            Employment.

1.1            Term .  Effective as of the Effective Date, the Company hereby employs Employee, and Employee hereby accepts such employment, on the terms and conditions set forth herein, for the period commencing on the Effective Date for three (3) years, unless sooner terminated pursuant hereto.  Unless otherwise terminated by either party no less than thirty (30) days before the end of a calendar year, at the end of each calendar year, the Term shall be extended for one additional year into the future thereby allowing for a continuing three (3) year term.  The initial three (3) year term and any extension of such term are herein referred to as the “Term.”

1.2            Services .  The Company hereby agrees to employ Employee in the role of the Company’s Chief Financial Officer, and Employee hereby accepts such employment with the Company on the terms and conditions set forth herein.  Employee shall perform all activities and services as the Company’s Chief Financial Officer, which shall include duties and responsibilities as the Company’s Board of Directors may from time-to-time reasonably prescribe consistent with the duties and responsibilities of the Chief Financial Officer of the Company (the “Services”).  Employee shall use his best efforts to make himself available to render such Services to the best of his abilities.  The Services shall be performed in a good professional and workmanlike manner by Employee, to the Company’s reasonable satisfaction, which shall include duties and responsibilities as the Company’s Chief Financial Officer.  Employee shall have the authority to bind the

Company to any contract, agreement or other arrangement, whether oral or written, or make any representation or deliver any instructions on behalf of the Company.  Employee shall be considered an executive officer for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).   

2.             At-Will Relationship .   Employee’s employment with the Company shall be entirely “at-will,” meaning that either Employee or the Company may terminate such employment relationship by terminating this Agreement in writing delivered to the other party at any time for any reason or for no reason at all, subject to the provisions of this Agreement.

3.             Compensation .  In consideration for Employee entering into this Agreement with the Company and performing the Services required hereunder during the term of this Agreement:

3.1            Annual Salary .  The Company shall pay Employee an annual base salary in an amount to be determined by the Company’s Compensation Committee (the “Annual Salary”), which salary shall be payable to Employee in accordance with the Company’s customary payroll practices.  Employee’s Annual Salary shall be increased on the first day of each calendar year at the discretion of the Company’s Compensation Committee or Board of Directors, as the case may be; provided, however, that the Annual Salary shall increase each year a minimum of four percent (4.0%) over the prior year’s Annual Salary.

3.2            Intentionally Omitted .

3.3            Annual Bonus .  In addition to Employee’s Annual Salary, Employee shall be entitled to receive one or more bonuses in amounts to be determined in the discretion of the Company’s Compensation Committee or Board of Directors from time-to-time based upon Employee meeting or exceeding mutually agreed upon performance goals; provided, however, that nothing herein shall obligate the Company to pay any bonus to Employee at any time.

3.4            Change in Control .  Upon a “change in control” of the Company (as defined below), Employee’s obligations hereunder shall immediately cease and this Agreement shall terminate.  Further, the Company shall pay to Employee the following amounts upon the earlier to occur of the Employee’s death or six (6) months following the “change in control”:

(i)           A lump sum payment equal to twice Employee’s then-applicable Annual Salary payable to Employee under the terms of this Agreement in lieu of any and all other benefits and compensation to which Employee otherwise would be entitled under the terms of this Agreement; and

(ii)           Pre-payment of the remaining lease term of Employee’s Company vehicle and use of such vehicle through the remaining lease term of such vehicle, along with a lump sum payment to employee of the estimated insurance premiums for such vehicle through the remaining lease terms.

In addition to the foregoing payments, any options or warrants (the “Securities”) held in the name of Employee, or any portion thereof, shall accelerate and become immediately exercisable upon any “change in control” of the Company (as defined below).

Any of the following shall constitute a “change in control” for the purposes hereof:

(iii)           The consummation of a reorganization, merger, share exchange, consolidation or similar transaction, or the sale or disposition of all or substantially all of the assets of the Company, unless, in any case, the persons beneficially owning the voting securities of the Company immediately before that transaction beneficially own, directly or indirectly, immediately after the transaction, at least seventy-five percent (75%) of the voting securities of the Company or any other corporation or other entity resulting from or surviving the transaction in substantially the same proportion as their respective ownership of the voting securities of the Company immediately prior to the transaction;

(iv)           Individuals who constitute the incumbent Board of Directors cease for any reason to constitute at least a majority of the Board of Directors; or

(v)           The Company’s shareholders approve a complete liquidation or dissolution of the Company.

The Company shall be obligated to make the payments to Employee required by this Section 3 immediately upon any “change in control” that occurs during Employee’s employment with the Company or within six (6) months following termination of Employee’s employment with the Company.  The Company’s obligations under this Section 3 of this Agreement are absolute and unconditional, and not subject to any set-off, counterclaim, recoupment, defense, or other right that the Company or any affiliate of the Company may have against the Employee.  The parties agree that the provisions of this Section 3 shall survive any termination of this Agreement.

4.             Benefits .   During the term of Employee’s employment with the Company and this Agreement, Employee will be entitled to participate in the following benefit plans to the extent available through the Company in accordance with the policies and plans adopted by the Company, as may be amended from time-to-time:

4.1            Retirement Plans .  Employee shall be entitled to participate in the Company’s 401(k), profit sharing and other retirement plans (the “Plans”) presently in effect or hereafter adopted by the Company, to the extent that such Plans relate generally to all employees of the Company.  Employee shall be able to contribute up to the legal limit, as a percentage of his Annual Salary, into any such Plans, of which the Company shall match Employee’s contribution in an amount equal to the maximum legally-permitted amount under such Plans, up to a maximum amount of Twenty Five Thousand Dollars ($25,000) per calendar year.  If Employee chooses not to contribute a percentage of his Annual Salary into any such Plans, the Company nonetheless shall contribute the maximum legally

permitted amount during the term of his employment, up to a maximum amount of Twenty Five Thousand Dollars ($25,000) per calendar year.

4.2            Company Vehicle .  Employee shall be entitled to use of a Company-leased vehicle during the term of Employee’s employment with the Company up to a maximum expense for the Company of Fifteen Thousand Dollars ($15,000) per calendar year, subject to the provisions of Section 3.4(ii) above.

4.3            Health Insurance .  Employee, Employee’s spouse and any children of Employee (the “Employee’s Family”) shall be entitled to participate in health, hospitalization, disability, dental and other such health-related benefits and/or insurance plans that the Company may have in effect from time-to-time, all of which insurance premiums shall be paid by the Company on behalf of Employee and Employee’s Family.

4.4            Vacation .  Employee shall be entitled to vacation pursuant to such general policies and procedures of the Company consistent with past practices as are from time-to-time adopted by the Company.

4.5            Expense Reimbursement .  Employee shall be reimbursed by the Company for all ordinary and customary business expenses, including travel, communication costs and other disbursements incurred by him, for and on behalf of the Company, in connection with the provision of the Services required under this Agreement.  Employee shall provide such appropriate documentation regarding such expenses and disbursements as Company may reasonably require.  Reimbursement shall occur at least once per month and must be paid no later than the end of