Exhibit
10.71








FIRST
AMENDMENT TO





AMENDED
AND RESTATED EMPLOYMENT AGREEMENT





This
First Amendment to Amended and Restated Employment Agreement (this "Amendment") is
entered this 19th day of
December, 2008 (the "Effective Date"), by
and between Far East Energy Corporation, a Nevada corporation (the "Company") and Andrew
Lai (the "Employee").








RECITALS





WHEREAS,
the Company and the Employee entered into that certain Amended and Restated
Employment Agreement dated effective October 1, 2008 (the "Existing Agreement");
and





WHEREAS,
the Company and the Employee 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:





ARTICLE
I





Definitions





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





ARTICLE
II





Amendments





Section
2.01.  Section
8(d).   The third sentence in Section 8(d) of the Existing
Agreement is hereby amended and restated to read in its entirety as
follows:





"Within
three months following Employee's termination of employment, Employee or
Employee'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 to the extent such options are vested and exercisable at the time
of such termination pursuant to this Agreement or otherwise, subject to any
earlier termination of the option as provided by its terms, and all such options
not exercised within such three month period shall be forfeited.
"





ARTICLE
III





Miscellaneous





Section
3.01. Ratifications.  The
terms and provisions set forth in this Amendment shall modify and supersede all
inconsistent terms and provisions set forth in the Existing
Agreement.  Except as expressly modified and superseded by this
Amendment, the Company and the Employee each hereby (a) ratifies and confirms
the Existing Agreement, (b) agrees that the same shall continue in full force
and effect, and (c) agrees that the same are the legal, valid and binding
obligations of the Company and the Employee, enforceable against the Company and
the Employee in accordance with its respective terms.





Section
3.02. Severability.  If,
for any reason, any provision of this Amendment is held invalid, illegal or
unenforceable such invalidity, illegality or unenforceability shall not affect
any other provision of this Amendment not held so invalid, illegal or
unenforceable, and each such other provision shall, to the full extent
consistent with law, continue in full force and effect.  In addition,
if any provision of  this Amendment shall be held invalid, illegal or
unenforceable in part, such invalidity, illegality or unenforceability shall in
no way affect the rest of such provision not held so invalid, illegal or
unenforceable and the rest of such provision, together with all other provisions
of this Amendment, shall, to the full extent consistent with law, continue in
full force and effect.  If any provision or part thereof shall be held
invalid, illegal or unenforceable, to the fullest extent permitted by law, a
provision or part thereof shall be substituted therefor that is valid, legal and
enforceable.





Section
3.03. Headings.  The
headings of Sections are included solely for convenience of reference and shall
not control the meaning or interpretation of any of the provisions of this
Amendment.





Section
3.04. Governing
Law.  This Amendment shall be governed by the laws of Texas,
without giving effect to any principles of conflicts of law.





Section
3.05. Withholding.  All
amounts paid pursuant to the Existing Agreement and this Amendment shall be
subject to withholding for taxes (federal, state, local or otherwise) to the
extent required by applicable law.





Section
3.06. Counterparts.  This
Amendment may be executed in counterparts, each of which, when taken together,
shall constitute one original agreement.





Section
3.07. Waiver.  No
term or condition of the Existing Agreement or this Amendment shall be deemed to
have been waived, nor shall there be any estoppel against the enforcement of any
provision of this Amendment or the Existing Agreement except by written
instrument of the party charged with such waiver or estoppel.  No such
written waiver shall be deemed a continuing waiver unless specifically stated
therein, and each such waiver shall operate only as to the specific term or
condition waived and shall not constitute a waiver of such term or condition for
the future or as to any act other than that specifically
waived.





Section
3.08. Entire
Agreement.  The Existing Agreement and this Amendment,
together, contain the entire understanding between the parties hereto regarding
the subjects thereof except that this Amendment shall not affect or operate to
reduce any benefit or compensation inuring to Employee of a kind elsewhere
provided and not expressly provided for in the Existing Agreement or this
Amendment.








IN
WITNESS WHEREOF, the Company has caused its duly authorized officer or director
to execute and attest to this Amendment, and Employee has placed this signature
hereon, effective as of the latest date below.





FAR
EAST ENERGY CORPORATION








By:  /s/
      Michael R. McElwrath
                Date:  December
      19, 2008Name:
      Michael R. McElwrathTitle:  Chief
      Executive Officer





EMPLOYEE:








/s/ Andrew Lai
                    
                    Date:  December
      19, 2008Andrew
      Lai