Exhibit
10.54




FAR
EAST ENERGY CORPORATION




FORM
OF NON-QUALIFIED STOCK OPTION AGREEMENT




FOR GOOD
AND VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Far East
Energy Corporation (the "Company"), a Nevada
corporation, hereby grants to ___________________ (the "Option Holder"), the
option to purchase shares of the common stock, $0.001 par value per share, of
the Company ("Shares"), upon the
terms set forth in this stock option agreement (this "Agreement"):




WHEREAS,
the Option Holder has been granted the following award in connection with his or
her retention to provide services to the Company;




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




1. Grant.  The
Option Holder is hereby granted an option (the "Option") to purchase
____________ Shares (the "Option
Shares").  The Option is granted as of _________________ (the
"Date of
Grant").  This Option shall not be treated as an "incentive
stock option" as defined in Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").




2. Status of Option
Shares.  The Option Shares shall upon issue rank equally in all
respects with the other Shares.




3. Option
Price.  The purchase price for the Option Shares shall be,
except as herein provided, $_____ per Option Share, hereinafter sometimes
referred to as the "Option Price,"
payable immediately in full upon the exercise of the Option.




4. Term of
Option.  The Option may be exercised only during the period
(the "Option
Period") set forth in Section 6 below and
shall remain exercisable until the tenth anniversary of the Date of
Grant.  Thereafter, the Option Holder shall cease to have any rights
in respect thereof.




5.Exercisability.  Subject
to the Option Holder's continued service with the Company and the terms and
conditions of this Agreement, the Option will vest and become exercisable with
respect to _____% of the Option Shares on each of the ______, _______, ______,
______ and ______ anniversaries of the Date of Grant, so that the Option will be
100% vested and exercisable after the ______ anniversary of the Date of Grant,
as set forth in the following schedule:





Timeframe
      from Date of Grant
              (Vesting
      Date)
            Vesting
            Cumulative
      Vesting__________,
      20___ (1 year)
            ___%
            ___%__________,
      20___ (2 years)
            ___%
            ___%__________,
      20___ (3 years)
            ___%
            ___%__________,
      20___ (4 years)
            ___%
            ___%__________,
      20___ (5 year)
            ___%
            ___%







6.           Exercise of
Option.  The Option may be exercised for all, or from time to
time any part, of the Option Shares for which it is then
exercisable.  The exercise date shall be the date the Company receives
a written notice of exercise signed by the Option Holder, specifying the whole
number of Option Shares in respect of which the Option is being exercised,
accompanied by (a) full payment for the Option Shares with respect to which the
Option is exercised, in a manner acceptable to the Company (which, at the
discretion of the Company, shall include a broker assisted exercise
arrangement), of the Option Price for the Option Shares for which the Option is
being exercised and (b) payment by the Option Holder of all payroll, withholding
or income taxes incurred in connection with the Option exercise (or arrangements
for the collection or payment of such tax satisfactory to the Compensation
Committee of the Board of Directors of the Company (or if there is no such
committee, then the Board of Directors of the Company) (the "Committee") are
made).  The purchase price for the Shares as to which the Option is
exercised shall be paid to the Company in full at the time of exercise at the
election of the Option Holder (i) in cash, (ii) in Shares having a Fair Market
Value (as defined below) equal to the aggregate Option Price for the Shares
being purchased and satisfying such other requirements as may be imposed by the
Committee; provided, that, such Shares
have been held by the Option Holder for no less than six months, (iii) partly in
cash and partly in such Shares, or (iv) through the delivery of irrevocable
instructions to a broker to deliver promptly to the Company an amount equal to
the aggregate Option Price for the Shares being purchased.  Anything
to the contrary herein notwithstanding, the Company shall not be obligated to
issue any Option Shares hereunder if the issuance of the Option Shares would
violate the provision of any applicable law, in which event the Company shall,
as soon as practicable, take whatever action it reasonably can so that the
Option Shares may be issued without resulting in such violations of
law.




For
purposes of this Agreement, "Fair Market Value"
shall mean, on a given date, the arithmetic mean of the high and low prices of
the Shares as reported on such date on the Composite Tape of the principal
national securities exchange on which such Shares are listed or admitted to
trading, or, if no Composite Tape exists for such national securities exchange
on such date, then on the principal national securities exchange on which such
Shares are listed or admitted to trading, or, if the Shares are not listed or
admitted on a national securities exchange, the arithmetic mean of the per Share
closing bid price and per Share closing asked price on such date as quoted on
the National Association of Securities Dealers Automated Quotation System (or
such market in which such prices are regularly quoted), or, if there is no
market on which the Shares are regularly quoted, the Fair Market Value shall be
the value established by the Committee in good faith. If no sale of Shares shall
have been reported on such Composite Tape or such national securities exchange
on such date or quoted on the National Association of Securities Dealers
Automated Quotation System on such date, then the immediately preceding date on
which sales of the Shares have been so reported or quoted shall be
used.




7.  Exercisability Upon
Termination of Service by Death or Disability.  Upon a
Termination of Service (as defined below) by reason of death or Disability (as
defined below), the Option may be exercised within 180 days following the date
of death or Termination of Service due to Disability (subject to any earlier
termination of the Option as provided herein), by the Option Holder in the case
of Disability, or in the case of death, by the Option Holder's estate or by a
person who acquired the right to exercise the Option by bequest or inheritance,
but in any case only to the extent the Option Holder was entitled to exercise
the Option on the date of his or her Termination of Service by death or
Disability.  To the extent that the Option Holder was not entitled to
exercise the Option at the date of his or her Termination of Service by death or
Disability, or if he or she does not exercise the Option (which he or she was
entitled to exercise) within the time specified herein, the Option shall
terminate.  Notwithstanding anything to the contrary herein, the
Committee may at any time and from time to time prior to the termination of the
Option, with the consent of the Option Holder, extend the period of time during
which the Option Holder may exercise his or her Option following the date of
Termination of Service due to death or Disability; provided, however, that the
maximum period of time during which the Option shall be exercisable following
the date of Termination of Service due to death or Disability shall not exceed
the original term of the Option and that notwithstanding any extension of time
during which the Option may be exercised, the Option, unless otherwise amended
by the Committee, shall only be exercisable to the extent the Option Holder was
entitled to exercise the Option on the date of Termination of Service due to
death or Disability.  Any such extension shall be designed to conform
to the requirements of Section 409A of the Code so as to avoid the
imposition of the additional income tax.  For purposes of this
Agreement, "Termination of
Service" shall mean a Option Holder's termination of service with the
Company, its Subsidiaries (as defined in Section 424(f) of the Code or any
successor section thereto) and Affiliates (as defined below). A Termination of
Service of an employee or director of the Company or any Subsidiary shall not be
deemed to have occurred in the case of sick leave, military leave or any other
leave of absence, in each case approved by the Committee or in the case of
transfers between locations of the Company or its Subsidiaries. In the case of
"specified employees" (as described in Section 409A of the Code),
distributions may not be made before the date which is six months after the date
of termination of service (or, if earlier, the date of death of the Option
Holder). A specified employee is a "key employee" as defined in Section 416(i)
of the Code without regard to Paragraph (5), but only if the Company has any
stock which is publicly traded on an established securities market or
otherwise.  For purposes of this Agreement, "Disability" shall
mean inability to engage in any substantial gainful activity by reason of a
medically determinable physical or mental impairment which can be expected to
result in death, or can be expected to last for a continuous period of not less
than 12 months. The determination whether the Option Holder has suffered a
Disability shall be made by the Committee based upon such evidence as it deems
necessary and appropriate. An Option Holder shall not be considered disabled
unless he or she furnishes such medical or other evidence of the existence of
the Disability as the Committee, in its sole discretion, may require. For
purposes of this Agreement, "Affiliate" shall mean any entity (i) 20% or more
the voting equity of which is owned or controlled directly or indirectly by the
Company, or (ii) that had been a business, division or subsidiary of the
Company, the equity of which has been distributed to the Company's stockholders,
even if the Company thereafter owns less than 20% of the voting
equity.




8. Effect of Other Termination
of Service.  Upon a Termination of Service for any reason
(other than death or Disability), the unexercised Option may thereafter be
exercised during the period ending 90 days after the date of such Termination of
Service, but only to the extent to which the Option was vested and exercisable
at the time of such Termination of Service.  Notwithstanding the
foregoing, the Committee may, in its sole discretion, either by prior written
agreement with the Option Holder or upon the occurrence of a Termination of
Service, accelerate the vesting of unvested Options held by the Option Holder if
the Option Holder's Termination of Service is without "cause" (as such term is
defined by the Committee in its sole discretion) by the Company.




9. Effect of Change of
Control.  Subject to the terms of this Section 9 and the
other terms of this Agreement, if, upon or within 24 months following the
occurrence of a Change of Control (as defined below), a Termination of Service
of the Option Holder occurs, then the unvested Option Shares subject to the
Option shall become immediately vested in full on the date of such Termination
of Service.




For purposes of this Agreement,
"Change in
Control" shall mean the occurrence of any of the following
events:






(i) any
Person (as used for purposes of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (or any successor rule thereto)) becomes the
Beneficial Owner (as defined in Rule 13d-3 under the Securities Exchange Act of
1934, as amended (or any successor rule thereto)), directly or indirectly, of
more than forty percent (40%) of the combined voting power of the
then-outstanding voting securities of the Company entitled to vote generally in
the election of directors (the "Outstanding Company Voting
Securities"); provided, however, that the
following acquisitions shall not constitute a Change of Control: (A) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company, or
(B) any acquisition by an entity pursuant to a reorganization, merger or
consolidation, unless such reorganization, merger or consolidation constitutes a
Change of Control under clause (ii) of this Section 9;






(ii) the
consummation of a reorganization, merger or consolidation, unless following such
reorganization, merger or consolidation sixty percent (60%) or more of the
combined voting power of the then-outstanding voting securities of the entity
resulting from such reorganization, merger or consolidation entitled to vote
generally in the election of directors is then Beneficially Owned, directly or
indirectly, by all or substantially all of the individuals and entities who were
the Beneficial Owners, respectively, of the Outstanding Company Voting
Securities immediately prior to such reorganization, merger or
consolidation;






(iii) the
(A) approval by the stockholders of the Company of a complete liquidation
or dissolution of the Company or (B) sale or other disposition (in one
transaction or a series of related transactions) of all or substantially all of
the assets of the Company and its Subsidiaries, unless the successor entity
existing immediately after such sale or disposition is then Beneficially Owned,
directly or indirectly, by all or substantially all of the individuals and
entities who were the Beneficial Owners, respectively, of the Outstanding
Company Voting Securities immediately prior to such sale or
disposition;






(iv) during
any period of twenty-four months, individuals who at the beginning of such
period constitute the Board of Directors of the Company (the "Board"), and any new
director (other than (A) a director nominated by a Person who has entered
into an agreement with the Company to effect a transaction described in clauses
(i), (ii) or (iii) of this Section 9,
(B) a director whose initial assumption of office occurs as a result of
either an actual or threatened election contest subject to Rule 14a-11 of
Regulation 14A promulgated under the Securities Exchange Act of 1934, as
amended (or any successor rule thereto), or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board or (C) a director designated by any Person who is the Beneficial
Owner, directly or indirectly, of securities of the Company representing 10% or
more of the Outstanding Company Voting Securities) whose election by the Board
or nomination for election by the Company's stockholders was approved in advance
by a vote of at least two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute at least a majority thereof; or






(v) the
Board adopts a resolution to the effect that, for purposes hereof, a Change of
Control has occurred.






Notwithstanding the foregoing, if the
award under this Agreement consists of deferred compensation subject to Section
409A of the Code, the definition of Change of Control shall be deemed modified
to the extent necessary to comply with Section 409A of the Code.






10. Adjustment Upon Certain
Events.






(i) The
number and type of Shares which have been authorized for issuance under this
Agreement as well as the exercise or purchase price per Share, as applicable,
covered by this Agreement, shall be proportionately adjusted for any increase or
decrease in the number of issued Shares resulting from a stock split, reverse
stock split or combination or the payment of a stock dividend (but only on the
Company's common stock) or reclassification of the Company's common stock or any
other increase or decrease in the number of issued Shares effected without
receipt of consideration by the Company. Any such adjustment shall be determined
in good faith by the Committee to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under this Agreement, and the Committee's determination in that respect shall be
final, binding and conclusive. Except as expressly provided herein, no issue by
the Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of Shares subject to this
Agreement.






(ii) In
the event of a Change of Control (other than pursuant to Section 11 or 12), if the Committee
makes no provision for the assumption of this Agreement by the successor
corporation, then the Committee shall determine whether (i) none, all or a
portion of the Option shall vest, (ii) the Option shall terminate as of a
date fixed by the Committee which is at least 30 days after the notice
thereof to the Option Holder and shall give each Option Holder the right to
exercise his or her Option as to all or any part of the Shares, including Shares
as to which the Option would not otherwise be exercisable, or (iii) cause
the Option, as of the effective date of any such event, to be cancelled in
consideration of a cash payment or grant of an alternative option or award
(whether by the Company or any entity that is a party to the transaction), or a
combination thereof, to the holder of the cancelled Option, provided that such payment
and/or grant are substantially equivalent in value to the fair market value of
the cancelled Option as determined by the Committee.







11. Liquidation.  In
the event of the dissolution or liquidation of the Company, other than pursuant
to Section 12
in connection with a Reorganization (as defined below), the Option shall
terminate as of a date to be fixed by the Committee, provided that not less than 30
days written notice of the date so fixed shall be given to the Option Holder and
the Option Holder shall have the right during such period to exercise the Option
as to all or any part of the Option Shares covered hereby as to which the Option
would then be exercisable.





12. Reorganization.  In
the event of a Reorganization in which the Company is not the surviving or
acquiring company, or in which the Company is or becomes a wholly-owned
subsidiary of another company or entity after the effective date of the
Reorganization, then (i) if there is no plan or agreement respecting the
Reorganization ("Reorganization
Agreement") or if the Reorganization Agreement does not specifically
provide for the change, conversion or exchange of the Option Shares under
outstanding unexercised Options for securities of another corporation, then the
Option shall terminate as of a date to be fixed by the Committee, provided that not less than
30 days written notice of the date so fixed shall be given to the Option
Holder and the Option Holder shall have the right during such period to exercise
the Option as to all or any part of the Option Shares covered hereby; or
(ii) if there is a Reorganization Agreement and if the Reorganization
Agreement specifically provides for the change, conversion or exchange of the
Option Shares under outstanding or unexercised options for securities, cash or
property of another corporation or entity, then the Committee shall adjust the
Option Shares under such outstanding unexercised Options (and shall adjust the
Option Shares which are then available to be optioned, if the Reorganization
Agreement makes specific provisions therefor) in a manner not inconsistent with
the provisions of the Reorganization Agreement for the adjustment, change,
conversion or exchange of such stock and such options.  The term
"Reorganization" as
used in this Section
12 shall mean any merger, consolidation, sale of all or substantially all
of the assets of the Company, or sale, pursuant to an agreement with the
Company, of securities of the Company pursuant to which the Company is or
becomes a wholly-owned subsidiary of another company or entity after the
effective date of the Reorganization.




13. Lock Up
Agreement.  The Option Holder agrees that upon request of the
Company or the underwriters managing any underwritten offering of the Company's
securities, the Option Holder shall agree in writing that for a period of time
(not to exceed 180 days) from the effective date of any registration of
securities of the Company, the Option Holder will not sell, make any short sale
of, loan, grant any option for the purchase of, or otherwise dispose of any
Option Shares issued pursuant to the exercise of the Option, without the prior
written consent of the Company or such underwriters, as the case may
be.




14.           Transfer of
Shares.  The Option, the Option Shares, or any interest in
either, may be sold, assigned, pledged, hypothecated, encumbered, or transferred
or disposed of in any other manner, in whole or in part, only in compliance with
the terms, conditions and restrictions as set forth in the governing instruments
of the Company, applicable United States federal and state securities laws and
the terms and conditions this Agreement.  Except as set forth in this
Section 14, the
Option shall not be transferable by the Option Holder otherwise than by will or
by the laws of descent and distribution, and during the lifetime of the Option
Holder the Option shall be exercisable only by the Option Holder.  If
the Option is exercisable after the death of the Option Holder or a transferee
pursuant to the following sentence, the Option may be exercised by the legatees,
personal representatives or distributees of the Option Holder or such
transferee. The Option Holder may irrevocable transfer the Option for no
consideration to any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law,
including adoptive relationships, of the Option Holder, any trust in which these
persons have more than 50% of the beneficial interest, any foundation in which
these persons (or the Option Holder) control the management of assets, and any
other entity in which these persons (or the Option Holder) own more than 50% of
the voting interests ("Eligible
Transferees"), provided that subsequent
transfers of transferred Options shall be prohibited except those in accordance
with the first sentence of this Section 14. The
Committee may, in its discretion, amend the definition of Eligible Transferees
to conform to the coverage rules of Form S-8 under the Securities Act of 1933
(or any comparable or successor registration statement) from time to time in
effect. Following transfer, any such Options shall continue to be subject to the
same terms and conditions as were applicable immediately prior to transfer. The
events of Termination of Service of Section 8 hereof
shall continue to be applied with respect to the original Option Holder,
following which the options shall be exercisable by the transferee only to the
extent, and for the periods specified, in Section
8.




15.           Expenses of Issuance of
Option Shares.  The issuance of stock certificates upon the
exercise of the Option in whole or in part, shall be without charge to the
Option Holder.  The Company shall pay, and indemnify the Option Holder
from and against any issuance, stamp or documentary taxes (other than transfer
taxes) or charges imposed by any governmental body, agency or official (other
than income taxes) by reason of the exercise of the Option in whole or in part
or the resulting issuance of the Option Shares.




16.           Withholding.  No
later than the date of transfer of the Shares pursuant to the exercise of the
Option granted hereunder (and in any event no later than three days after Option
exercise), the Option Holder shall pay to the Company or make arrangements
satisfactory to the Committee regarding payment of any federal, state or local
taxes of any kind required by law to be withheld upon the exercise of the Option
and the Company shall, to the extent permitted or required by law, have the
right to deduct from any payment of any kind otherwise due to the Option Holder,
federal, state and local taxes of any kind required by law to be withheld upon
the exercise of the Option. With the approval of the Committee, the Option
Holder may elect to pay a portion or all of such withholding taxes by
(i) delivery of Shares or (ii) having Shares withheld by the Company
from any Shares that would have otherwise been received by the Option Holder.
The number of Shares so delivered or withheld shall have an aggregate Fair
Market Value on the date of the exercise sufficient to satisfy the applicable
withholding taxes. In addition, with the approval of the Committee, the Option
Holder may satisfy any additional tax that the Option Holder elects to have the
Company withhold by delivering to the Company or its designated representative
Shares already owned by the Option Holder or, in the case of Shares acquired
through an employee benefit plan sponsored by the Company or its Subsidiaries,
Shares held by the Option Holder for more than six months.




17.           No Right to Continued
Employment of Service.  This Agreement shall not impose any
obligation on the Company, its Subsidiaries or its affiliates to continue the
service of the Option Holder or lessen the Company's, Subsidiary's or
affiliate's right to terminate the service of the Option Holder.




18.           Not Compensation for Benefit
Plans.  This Agreement shall be deemed salary or compensation
for the purpose of computing benefits under any benefit plan or other
arrangement of the Company for the benefit of its employees or directors unless
the Company shall determine otherwise.




19.           No Rights to Awards; No
Stockholder Rights.  No Option Holder shall have any claim to
be granted any Option, and there is no obligation for uniformity of treatment of
Option Holders. No Award shall confer on the Option Holder any rights to
dividends or other rights of a stockholder with respect to Shares subject to
this Agreement unless and until Shares are duly issued or transferred to the
Option Holder in accordance with the terms of this Agreement and, if applicable,
the satisfaction of any other conditions imposed by the Committee.




20.           No Fractional
Shares.  No fractional Shares shall be issued or delivered
pursuant to this Agreement. The Committee shall determine, in its discretion,
whether cash, other options, stock appreciation rights or other stock based
awards, scrip certificates (which shall be in a form and have such terms and
conditions as the Committee in its discretion shall prescribe) or other property
shall be issued or paid in lieu of such fractional Shares or whether such
fractional Shares or any rights thereto shall be forfeited or otherwise
eliminated.




21.           Severability.  The provisions of this
Agreement shall be deemed severable, and the invalidity or unenforceability of
any one or more of the provisions hereof shall not affect the validity and
enforceability of the other provisions hereof.  The Option Holder
agrees that the breach or alleged breach by the Company of (a) any covenant
contained in another agreement (if any) between the Company and the Option
Holder or (b) any obligation owed to the Option Holder by the Company, shall not
affect the validity or enforceability of the covenants and agreements of the
Option Holder set forth herein.




22.           References.  References
herein to rights and obligations of the Option Holder shall apply, where
appropriate, to the Option Holder's legal representative or estate without
regard to whether specific reference to such legal representative or estate is
contained in a particular provision of this Option.




23. Headings.  The
headings and other captions in this Agreement are for convenience of reference
only and shall not be used in interpreting, construing or enforcing any of the
provisions of this Agreement.





24.           Notices.  Any
notice required or permitted to be given under this Agreement shall be in
writing and shall be deemed to have been given when delivered personally or by
courier, or sent by certified or registered mail, postage prepaid, return
receipt requested, duly addressed to the party concerned at the address
indicated below or to such changed address as such party may subsequently by
similar process give notice of:




If to the
Company:




Far East
Energy Corporation


363 N Sam
Houston Parkway East


Suite
380


Houston,
Texas 77060


Attn.:
Secretary





If to the
Option Holder:





25.           Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas applicable to contracts made and
to be performed in the State of Texas without regard to conflict of laws
principles.




26.           Entire
Agreement.  This Agreement constitutes the entire agreement
among the parties relating to the subject matter hereof, and any previous
agreement or understanding among the parties with respect thereto is superseded
by this Agreement.




27.Modifications.  No
change or modification, other than adjustment of the exercise or purchase price
or the number of shares of common stock purchasable pursuant to this Agreement,
of this Agreement shall be valid unless the same is in writing and signed by the
parties hereto; provided, however that the
Option Holder hereby covenants and agrees to execute any amendment of this
Agreement which shall be required or desirable (in the opinion of the Company or
its counsel) in order to comply with any rule or regulation promulgated or
proposed under the Code.





28.           Counterparts.  This
Agreement may be executed in two counterparts, each of which shall constitute
one and the same instrument.




29.Conflict.  To
the extent the provisions of this Agreement conflicts with the terms and
conditions of any written agreement between the Company and the Option Holder,
the terms and conditions of such agreement shall control.





IN WITNESS WHEREOF, the undersigned
have executed this Agreement effective as of the Date of Grant.






FAR
      EAST ENERGY CORPORATIONBy:Name:Title:[Option
      Holder]