FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.28

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 J. Chris Steinhauser (“Employee”).

RECITALS

A.                                    Company and Employee are parties to that certain Employment Agreement dated June 19, 2000 (the “Original Agreement”), First Amendment to Employment Agreement dated December 12, 2002, Second Amendment to Employment Agreement dated January 1, 2005, Third Amendment to Employment Agreement, dated December 18, 2007, and 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.

NOW THEREFORE, Company and Employee he