FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.26

FIFTH AMENDMENT TO

EMPLOYMENT AGREEMENT

This FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT (this “FIFTH AMENDMENT”) is executed December 31, 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, to that certain Third Amendment to Employment Agreement, dated January 1, 2005, and to that certain Fourth Amendment to Employment Agreement, dated December 29, 2008.  The Original Agreement, as amended through and including the Fourth Amendment, is referred to herein as the “Agreement.”

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