FOURTH AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Fourth Amendment to Amended and Restated Employment Agreement (this " Amendment ") is entered this 19 ^th day of December, 2008 (the " Effective Date "), by and between Far East Energy Corporation, a Nevada corporation (the " Company ") and Michael R. McElwrath (the " Executive ").

WHEREAS, the Company and the Executive entered into that certain Amended and Restated Employment Agreement dated effective December 23, 2004 (as amended, the " Existing Agreement "); and

WHEREAS, the Company and the Executive desire to amend the Existing Agreement on the terms herein provided.

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

Section 1.01. Capitalized terms used in this Amendment that are not defined herein shall have the meanings ascribed thereto by the Existing Agreement.

Section 2.01.   Second paragraph of the Agreement .  The following paragraph is hereby inserted immediately following the first paragraph of the Agreement and immediately preceding the first WHEREAS clause to read in its entirety as follows:

"The Company intends that this Agreement, as amended, applies solely to compensation that is considered deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") to the extent it is earned or vested on or after January 1, 2005, including any earnings thereon, and only for such compensation that was not paid or distributed prior to December 31, 2008."

Section 2.02.   Paragraph following Section 6(a)(iii) .  The sentence immediately following Section 6(a)(iii) of the Existing Agreement is hereby amended and restated to read in its entirety as follows:

"Within three years following Executive's termination of employment, subject to any earlier termination of the option as provided by its terms, Executive or Executive's estate, heirs, executors, administrators, or personal or legal representatives, as the case may be, shall be entitled to exercise all options granted to him that are vested and exercisable pursuant to this Agreement or otherwise and all such options not exercised within such three year period shall be forfeited."

Section 2.03.   Paragraph following Section 6(c)(v) .  The third sentence of the paragraph immediately following Section 6(c)(v) of the Existing Agreement is hereby amended and restated to read in its entirety as follows:

"Within three years following Executive's termination of employment, subject to any earlier termination of the option as provided by its terms, Executive or Executive's estate, heirs, executors, administrators, or personal or legal representatives, as the case may be, shall be entitled to exercise all options granted to him that are vested and exercisable pursuant to this Agreement or otherwise and al