Exhibit 10.2
 BACK-IN AGREEMENT
 BETWEEN:
 TALISMAN ENERGY CANADA
 AND
 IVANHOE ENERGY INC.
 JULY 11, 2008




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TABLE OF CONTENTS
 ARTICLE 1 INTERPRETATION
    
    
    11.1 Definitions
    
    
    11.2 Schedule
    
    
    31.3 Interpretation Not Affected by Headings
    
    
    31.4 Included Words
    
    
    31.5 Headings
    
    
    31.6 Statutory References
    
    
    31.7 Invalidity of Provisions
    
    
    31.8 References in Agreement
    
    
    41.9 Conflicts
    
    
    4ARTICLE 2 BACK-IN RIGHTS
    
    
    42.1 Exercise of Back-In Rights
    
    
    42.2 Pro Forma Conveyance Agreement
    
    
    52.3 Payment of the Purchase Price
    
    
    62.4 Lease 50
    
    
    62.5 Covenants
    
    
    62.6 Operating Agreement
    
    
    7ARTICLE 3 DISPUTE RESOLUTION
    
    
    73.1 Arbitration
    
    
    73.2 Proceedings
    
    
    7ARTICLE 4 GENERAL
    
    
    84.1 Public Announcements
    
    
    84.2 Further Assurances
    
    
    84.3 No Merger
    
    
    84.4 Governing Law
    
    
    94.5 Time
    
    
    94.6 Notices
    
    
    94.7 Entire Agreement
    
    
    104.8 Assignment
    
    
    104.9 Enurement
    
    
    104.10 Waivers
    
    
    104.11 Counterpart Execution
    
    
    11
 SCHEDULE




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BACK-IN AGREEMENT
 THIS AGREEMENT dated July 11, 2008
 BETWEEN:
 TALISMAN ENERGY CANADA Talisman
  IVANHOE ENERGY INC., , Ivanhoe
 WHEREAS Letter Agreement
 WHEREAS
 WHEREAS
 NOW THEREFORE
 ARTICLE 1  INTERPRETATION
 1.1 Definitions
  (a)
    
    Agreement means this Agreement and the schedule attached hereto;(b)
    
    Accounting Procedure means the modified 1996 Petroleum Accountants Society of
Canada accounting procedure attached hereto as Schedule B;




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- 2 - (c)
    
    Assets means the Lease 6 Assets, the Lease 10 Assets or the Lease 50 Assets,
or all of them, as the context may require;(d)
    
    Asset Transfer Agreement means the asset transfer agreement of even date
between Talisman, as vendor and Ivanhoe, as purchaser;(e)
    
    Back-In Rights has the meaning ascribed to that term in clause 2.1;(f)
    
    Deemed Costs means:
 (i)
    
    the Purchase Price paid by Ivanhoe pursuant to the Asset
Transfer Agreement in respect of the Lease in question (with $2,000,000 thereof
being allocated to Lease 6, $15,000,000 thereof being allocated to Lease 50,
and the balance of the Purchase Price being allocated to Lease 10); plus(ii)
    
    all reasonable costs and expenses, including a pro rata share
of internal staff costs and overhead that are directly related to the
maintenance and development of the Lease in question, incurred by Ivanhoe from
and after the date hereof in respect of each such Lease, which shall not in any
event exceed what would be recoverable by an operator under articles II, III
and IV of the Accounting Procedure, including the overhead rates as provided
for in article III thereof;
  (g)
    
    Deemed Costs Statement has the meaning ascribed to that term in clause
2.1(b)(i) hereof;(h)
    
    JOA means the Joint Operating Agreement dated April 5, 2000 between Canadian
Natural Resources, Talisman Energy Inc. and Union Pacific Resources Inc.;(i)
    
    Lease 6 Assets has the meaning ascribed to that term in the Pro Forma
Conveyance Agreement;(j)
    
    Lease 10 Assets has the meaning ascribed to that term in the Pro Forma
Conveyance Agreement;(k)
    
    Lease 50 Assets has the meaning ascribed to that term in the Pro Forma
Conveyance Agreement;(l)
    
    Party means a party to this Agreement; and(m)
    
    Pro Forma Conveyance Agreement means a conveyance agreement substantially in
the form of the agreement attached hereto as Schedule A.




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- 3 - 1.2 Schedule
  
  1.3 Interpretation Not Affected by Headings
  1.4 Included Words
  1.5 Headings
  1.6 Statutory References
  1.7 Invalidity of Provisions




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- 4 - 1.8 References in Agreement
  1.9 Conflicts
  ARTICLE 2  BACK-IN RIGHTS
 2.1 Exercise of Back-In Rights
 (a)
    
    Talisman will have the right (the Back-In Rights), exercisable once per each
Lease by notice in writing to Ivanhoe, to acquire up to a 20% undivided interest in
each of the Lease 6 Assets and the Lease 10 Assets, and up to a 15% undivided interest
in the Lease 50 Assets, until the date that is three (3) years following the date
hereof. In the written notice Talisman shall specify which of the Assets it wishes to
acquire, the percentage undivided interest(s) it wishes to acquire therein, and the
Deemed Costs applicable to each of the Lease 6 Assets, the Lease 10 Assets and/or the
Lease 50 Assets, as applicable. In this regard, the Deemed Costs for the applicable
Assets shall be as set forth in the Deemed Costs Statement provided pursuant to clause
2.1(b)(i), or if an arbitrator renders a decision in connection therewith, as set forth
in the arbitrators decision; there shall be no adjustments in connection with the
Deemed Costs pursuant to the Pro Forma Conveyance Agreement. The effective date of
each acquisition shall be the date of the applicable Deemed Cost Statement, provided
that the Deemed Cost Statement shall remain valid and binding for a period of ninety
(90) days from the date of issuance thereof or the date an arbitration decision is
rendered in connection therewith, whichever is later. In order for Talisman to
exercise its Back-In Rights there must be a valid and binding Deemed Cost Statement
then in effect.(b)
    
    In connection with the potential exercise of the Back-In Rights, Ivanhoe shall:
 (i)
    
    from time to time within thirty (30) days of a request therefor
from Talisman (which request shall not be made by Talisman more than once per
calendar quarter), provide to Talisman a detailed written summary of the Deemed
Costs (the Deemed Costs Statement) incurred by Ivanhoe respecting the Lease 6
Assets, the Lease 10 Assets and/or the Lease 50 Assets between the date hereof
and the date of such statement. Talisman may audit Ivanhoes records and
supporting documentation relating to the Deemed Costs and the Deemed Costs
Statement and the Assets in question, upon request. Ivanhoe shall respond in
writing to any claim of




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- 5 - discrepancy within ten (10) days of receipt of such claim. If Ivanhoe
agrees with the claim, evidence of the adjustment shall accompany the
response. If Ivanhoe disagrees with the claim, a detailed response with the
relevant explanation shall be submitted to Talisman. If the Parties still
do not agree, the matter shall be immediately resolved pursuant to
arbitration in accordance with Article 3. For greater certaintly, Talisman
shall not be required or obligated to exercise its Back-In Rights as a
result of requesting a Deemed Cost Statement; and(ii)
    
    from time to time within thirty (30) days of a request therefor
from Talisman (which request shall not be made by Talisman more than once per
calendar quarter), and for such period thereafter as Talisman may reasonably
require, make the Assets available to Talisman so that Talisman can conduct a
due diligence review of them, including a review of title to the Assets, the
environmental condition of the Assets, the condition of any tangible property
comprising the Assets, and the terms and conditions of any documents, licenses
and agreements forming part of or relating to the Assets.
 2.2 Pro Forma Conveyance Agreement
 (a)
    
    The conveyance of the Lease 6 Assets, the Lease 10 Assets and the Lease 50
Assets shall occur in accordance with the Pro Forma Conveyance Agreement. In
connection with such conveyance, the representations and warranties set forth in the
Pro Forma Conveyance Agreement shall be updated to accurately reflect the current
status of the parties, the assets and operations in respect thereof, having regard to
the covenants in clause 2.5. The purchase price for the Lease 6 Assets, the Lease 10
Assets or the Lease 50 Assets, as the case may be, shall be the applicable Deemed Costs
as determined pursuant to clause 2.1, multiplied by the applicable percentage (if any)
set forth in clause 2.2(b), and further multiplied by the undivided percentage interest
being acquired by Talisman in the Assets in question. Talisman shall prepare a copy of
the Pro Forma Conveyance Agreement within thirty five (35) days of delivering the
exercise notice in accordance with clause 2.1(a), and closing shall occur thereunder
within five (5) days of such delivery, subject to clause 2.2(c). Any disputes
respecting the terms of the Pro Forma Conveyance Agreement shall be resolved pursuant
to arbitration in accordance with Article 3.(b)
    
    If the Back-In Right is exercised in respect of one or more of the Lease 6
Assets, the Lease 10 Assets or the Lease 50 Assets during:
 (i)
    
    the first year following the date hereof, Ivanhoes Deemed Cost
shall not be multiplied by any further percentage;(ii)
    
    the second year following the date hereof, Ivanhoes Deemed
Cost respecting the Assets being acquired shall be multiplied by 150%; and




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- 6 - (iii)
    
    the third year following the date hereof, Ivanhoes Deemed
Cost respecting the Assets being acquired shall be multiplied by 200%.
 (c)
    
    Within three (3) days of receiving a notice pursuant to clause 2.1(a) in
respect of the Lease 50 Assets, Ivanhoe shall issue a notice of right of first refusal
and request for consent to each counterparty under the JOA, with the ascribed value
thereunder being the purchase price as determined pursuant to clause 2.2(a).
 2.3 Payment of the Purchase Price
  (a)
    
    first, reducing the amount (if any) outstanding under the 2008 Note; and(b)
    
    thereafter, at the election of Talisman, by way of cash payment or reduction of
the amount outstanding under the Convertible Note. Talisman shall make such election
concurrently with the exercise of the Back-In Right pursuant to clause 2.1.
 2.4 Lease 50
  (a)
    
    as at the date hereof the holder of the right of first refusal arising under
the JOA by virtue of the Asset Transfer Agreement has exercised that right of first
refusal; and(b)
    
    this Agreement shall apply to the Lease 50 Assets only if Lease 50 is not
conveyed to the right of first refusal holder and Ivanhoe thereafter acquires such
lease, as contemplated in clause 4.1(a) of the Asset Transfer Agreement.
 2.5 Covenants
  (a)
    
    cause the Lease 6 Assets, the Lease 10 Assets and, to the extent applicable,
the Lease 50 Assets, to be operated and maintained, in accordance with and subject to
the applicable title and operating documents, applicable Regulations (as defined in the
Pro Forma Conveyance Agreement) and generally accepted oil and gas industry practices
in the province of Alberta, and shall not encumber the Assets with any additional
royalties, adverse claims or interests that may have a material adverse effect on the
value thereof;




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- 7 - (b)
    
    not do any act or thing, or omit to do any act or thing, whereby the
representations and warranties set forth in clauses 9.1(b), 9.1(c) and 9.1(d) in the
Pro Forma Conveyance Agreement would not be true and correct in all material respects;(c)
    
    not grant any Right of First Refusal (as such term is defined in the Pro Forma
Conveyance Agreement) in the Assets to the extent such Right of First Refusal would
prevent Talisman from acquiring up to a 20% undivided interest in each of the Lease 6
Assets and the Lease 10 Assets, and up to a 15% undivided interest in the Lease 50
Assets as contemplated herein;(d)
    
    not enter into any production sales contracts relating to the Assets that
cannot be terminated on 90 days notice or less without penalty; and(e)
    
    not grant any Security Interest (as such term is defined in the Pro Forma
Conveyance Agreement) in the Assets unless such Security Interests can be discharged
(or otherwise confirmed, to the satisfaction of Talisman, not to charge the interest of
Talisman) upon the request or at the direction of Talisman as regards the interests
Talisman may acquire in the Assets pursuant to this Agreement.
 2.6 Operating Agreement
  ARTICLE 3  DISPUTE RESOLUTION
 3.1 Arbitration
 Arbitration Act
 3.2 Proceedings




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- 8 - (a)
    
    The Parties shall, within five (5) Business Days of the date of selection of
the arbitrator, each deliver to the arbitrator and the other Party a written statement
respecting the matter in dispute to the arbitrator, including such Partys proposed
resolution. The arbitrator shall be required to accept one of such resolutions. If
only one of the Parties submits a written resolution, the arbitrator shall be required
to accept the resolution proposed by such Party;(b)
    
    The arbitrator shall be instructed to render his or her decision not later than
ten (10) Business Days after his or her appointment and shall communicate such decision
to the Parties;(c)
    
    If the arbitrator accepts one Partys proposal, the other Party shall pay the
fees and expenses of the arbitrator. The decision of the arbitrator shall be final and
binding on the Parties and not subject to review; and(d)
    
    Except to the extent modified in this article, the arbitrator shall conduct any
arbitration hereunder pursuant to the provisions of the Arbitration Act(Alberta).
 ARTICLE 4  GENERAL
 4.1 Public Announcements
 Press
Release
 4.2 Further Assurances
  4.3 No Merger




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- 9 - 4.4 Governing Law
  4.5 Time
  4.6 Notices
  Talisman:
    
    Ivanhoe:Talisman Energy Canada
    
    Ivanhoe Energy Inc.Suite 2000, 888  3rd Street S.W.
    
    654-999 Canada PlaceCalgary, Alberta T2P 5C5
    
    Vancouver, British ColumbiaAttention: Executive Vice-President,
    
    V6C 3E1Corporate and Legal
    
    Attention: Corporate SecretaryFax: (403) 231-3633
    
    Fax: (604) 682-2060With a copy to:
    
    with a copy to:Macleod Dixon LLP
    
    Goodmans LLP3700, 400 Third Avenue S.W.
    
    355 Burrard Street, Suite 1900Calgary, Alberta T2P 4H2
    
    Vancouver, British Columbia V6C 2G8Attention: Kevin Johnson
    
    Attention: Bruce WrightFax: (403) 264-5973
    
    Fax: (604) 682-7131
  (a)
    
    personally served on the other Party by hand delivery or courier delivery
during the normal business hours of the recipient at the applicable address set forth
above (personally served notices shall be deemed received by the addressee when
actually delivered); or(b)
    
    by facsimile transmission directed to the Party on whom they are to be served
at that Partys fax number set forth above and such notices so served shall be deemed
to have been received by the addressee thereof when actually received by it if received
within the normal working hours of a Business Day, or, if received outside the normal
working hours of a Business Day, at the commencement of the next ensuing Business Day
following transmission thereof.




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- 10 - 
  4.7 Entire Agreement
  4.8 Assignment
 (a)
    
    This Agreement may not be assigned by a Party without the prior written consent
of the other Party, which consent may be unreasonably and arbitrarily withheld,
provided that nothing herein shall prevent or restrict Talisman from assigning in whole
or in part this Agreement or any benefits, obligations or liabilities hereunder to
Talisman Energy Inc. or any of its direct or indirect wholly owned subsidiaries,
provided that any assignment to such a subsidiary shall not result in Talisman Energy
Inc. being released from any obligations or liabilities it may have hereunder..(b)
    
    In no event shall Ivanhoe assign in whole or in part any interest in the Lease
6 Assets, the Lease 10 Assets or the Lease 50 Assets without an assignment and novation
agreement (in form and substance satisfactory to Talisman) first being executed and
delivered pursuant to which the assignee agrees with Ivanhoe and Talisman to comply and
be bound by the terms of this Agreement as if and as though it was a party hereto.
 4.9 Enurement
  4.10 Waivers




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- 11 - 4.11 Counterpart Execution
   TALISMAN ENERGY CANADA
by its Managing Partner
TALISMAN ENERGY INC.Per:
    
    /s/ M. Jacqueline SheppardM. Jacqueline SheppardExecutive Vice President, Corporate and Legal,and Corporate SecretaryIVANHOE ENERGY INC.Per:
    
    /s/ Ian S. Barnett




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Schedule A
 attached to and made part of a Back-In Agreement dated July 11, 2008
between Talisman Energy Canada and Ivanhoe Energy Inc.
 PRO FORMA CONVEYANCE AGREEMENT




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Schedule B
 attached to and made part of a Back-In Agreement dated July 11, 2008
between Talisman Energy Canada and Ivanhoe Energy Inc.
 ACCOUNTING PROCEDURE