Exhibit 10.2
 WARRANT INDENTURE AMENDMENT AGREEMENT
   IVANHOE ENERGY INC.
   CIBC MELLON TRUST COMPANY
   MACQUARIE CAPITAL MARKETS CANADA LTD.
 WHEREAS
 A.
    
    the Company and the Warrant Agent entered into a Warrant Indenture (the Warrant Indenture)
dated as of February 25, 2010 in respect of warrants exercisable into common shares (Common
Shares) in the capital of the Company (the Warrants);
 B.
    
    the parties have agreed to amend the Warrant Indenture in accordance with the terms set forth
below.
 NOW THEREFORE
 1.
    
    Subsection 1.1(l) of the Warrant Indenture is amended by deleting January 26, 2011,
representing the closing date of the issue of the initial special warrants and replacing it
with:
  2.
    
    Schedule A to the Warrant Indenture is deleted in its entirety and replaced with Schedule A
to this Agreement.
 3
    
    Following the execution of this agreement, the Company and the Warrant Agent will issue and
deliver to each Warrantholder a replacement Warrant certificate in substantially the same form
as the Warrant certificate attached as Schedule A hereto representing the
number of Warrants held by each Warrantholder, against delivery or transfer for cancellation
by the Warrantholder of its original Warrant certificate.




---



##### 



4
    
    This Agreement will be governed by and construed in accordance with the laws of British
Columbia and the federal laws of Canada applicable thereto.
 6.
    
    This Agreement may be executed in one or more counterparts, each of which so executed shall
be deemed to be an original and such counterparts together shall constitute one and the same
instrument.
 7.
    
    This Agreement shall benefit and bind the parties to it in respect to its successors and
assigns.
 th
 IVANHOE ENERGY INC.Per:
    
    /s/ Beverly A. BartlettAuthorized SignatoryCIBC MELLON TRUST COMPANYPer:
    
    /s/ Tricia MurphyAuthorized SignatoryPer:
    
    /s/ Kathy StrawAuthorized SignatoryMACQUARIE CAPITAL MARKETS CANADA LTD.Per:
    
    /s/ Robert F.G. ColcleughAuthorized SignatoryPer:
    
    /s/ L. Trevor AndersonAuthorized Signatory




---



##### 



SCHEDULE A
 IVANHOE ENERGY INC. OPTION WARRANT CERTIFICATE




---



##### 



IVANHOE ENERGY INC. OPTION WARRANT CERTIFICATE
   THE FOLLOWING LEGEND FOR U.S. PURCHASERS ONLY




---



##### 



WARRANTS
 IVANHOE ENERGY INC.
 WARRANT CERTIFICATE NO.
    
    Warrants
 
      - 2 -




---



##### 



th
     - 3 -




---



##### 



(a)
    
    the executor, administrator, heir or legal representative of the heirs of the
estate of a Warrantholder,
 (b)
    
    a guardian, committee, trustee, curator or tutor representing a Warrantholder
who is an infant, an incompetent person or a missing person,
 (c)
    
    a liquidator of, or a trustee in bankruptcy for, a Warrantholder, or
 (d)
    
    a transferee of a Warrantholder who provides the Warrant Agent with evidence
satisfactory to the Warrant Agent and the Company, acting reasonably, including but not
limited to a properly completed and executed declaration attached as Exhibit A to the
transfer form attached to this Option Warrant Certificate, that such transferee is/was
either: (i) not in the United States at the time the buy order for the Option Warrants
was executed, not acquiring the Option Warrants for the account or benefit of a U.S.
Person or a person in the United States and was not offered the Option Warrants in the
United States, or (ii) a person that has purchased or acquired Option Warrants in a
transaction that was exempt from registration under the U.S. Securities Act and has
provided the Company with satisfactory evidence of the availability of such exemption
(which shall include an opinion of counsel reasonably acceptable to the Company) and
was exempt from registration under any applicable securities laws of any state of the
United States and that the securities laws of any other applicable jurisdiction(s) have
been complied with in relation to the transfer of the Option Warrants involved.
    - 4 -




---



##### 



- 5 -




---



##### 



IVANHOE ENERGY INC.Per:Authorized Signatory
 Countersigned by:CIBC MELLON TRUST COMPANYPer:Authorized Signatory
  - 6 -




---



##### 



EXERCISE INSTRUCTIONS TO OPTION WARRANTHOLDER
 IVANHOE ENERGY INC.
   - 7 -




---



##### 



EXERCISE FORM
 To:
    
    Ivanhoe Energy Inc.c/o CIBC Mellon Trust CompanySuite 1600, The Oceanic Plaza1066 West Hastings StreetVancouver, British ColumbiaV6E 3X1
 
  Number(s) orAmount(s) ofName(s) in Full
    
    Address(es)
    
    Common Shares
 No certificates will be registered or delivered to an address in the United States unless Box B
below is checked.




---



##### 



The undersigned represents that it (A) has had access to such current public information concerning
Ivanhoe Energy Inc. as it considered necessary in connection with its investment decision and (B)
understands that the securities issuable upon exercise hereof have not and will not be registered
under the United States Securities Act of 1933, as amended (the U.S. Securities Act).
 [check one only]
 o
    
    A.
    
    is not in the United States or a U.S. Person as defined in Rule 902 of
Regulation S under the U.S. Securities Act and is not exercising the Exercised Option
Warrants for the account or benefit of a U.S. Person or a person in the United States.o
    
    B.
    
    is a registered holder that acquired the Exercised Option Warrants in a
transaction that was exempt from registration under the U.S. Securities Act and
applicable state securities laws and in compliance with Subsections 2.7(d) of the
Option Warrant Indenture.
 
 Signature Guaranty*
    
    Signature of Subscriber**Name of SubscriberAddress (include Postal Code)SIN/TIN Number (if any)
 *
    
    If the Common Shares are to be issued to a person other than the registered holder, then the
signature of the Subscriber must be guaranteed by a bank or medallion guaranteed by a member
of a recognized medallion guarantee program.**
    
    This signature must correspond exactly with the name appearing on the registration panel.o
    
    Check box if the share certificates are to be delivered at the office where this Warrant is
exercised, failing which they will be mailed.
  - 2 -




---



##### 



TRANSFER OF OPTION WARRANTS
  NameAddress
 
 
 Signature Guaranteed
    
    (Signature of Warrant Holder)Print full NamePrint full address and SIN/TIN (if any)
 Instructions
 1.
    
    If the Transfer Form is signed by a trustee, executor, administrator, curator, guardian,
attorney, officer of a corporation or any person acting in a fiduciary or representative
capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to
the Warrant Agent and the Company.
 2.
    
    The signature on the Transfer Form must be guaranteed by an authorized officer of a Schedule
1 chartered bank or medallion guaranteed by a member of a recognized medallion guarantee
program.
 3.
    
    Option Warrants will only be transferable in accordance with applicable securities laws and
stock exchange regulations. The transfer of Option Warrants to a transferee may, depending on
the residency of such transferee, result in the securities obtained upon the exercise of the
Option Warrants not being freely tradeable in the jurisdiction where the transferee is
resident.




---



##### 



Unless the Company has otherwise instructed the Warrant Agent in writing, no transfer of Option
Warrants will be valid unless this Transfer Form is accompanied by: (a) a duly executed
declaration by the transferee of Option Warrants in the form attached as Exhibit A to this
Transfer Form; and (b) such other evidence as the Warrant Agent may reasonably require that the
transfer of such Option Warrants is being made in accordance with all applicable securities
legislation.
  - 2 -




---



##### 



EXHIBIT A
 DECLARATION OF TRANSFEREE OF OPTION WARRANTS
OF IVANHOE ENERGY INC.
 TO:
    
    CIBC Mellon Trust Company, Warrant Agent of the Option Warrants of
Ivanhoe Energy Inc.AND TO:
    
    Ivanhoe Energy Inc. (the Company)
    o
    
    A.
    
    (i)
    
    no offers to sell the Subject Securities were made by any person to the
Transferee or any beneficial transferee for whom he is acting while such persons were
in the United States;(ii)
    
    the Transferee and each beneficial transferee for whom he is
acting were outside the United States at the time of execution and delivery of
the instrument by which the Transferee and each beneficial transferee for whom
he is acting agreed to acquire the Subject Securities; and(iii)
    
    the Transferee and each beneficial transferee for whom he is
acting, is not, and is not acquiring the Subject Securities for the account or
benefit of, a U.S. Person as defined in Rule 904 of Regulation S under the U.S.
Securities Act.o
    
    B.
    
    The Transferee has acquired the Option Warrants in a transaction exempt from registration under
the U.S. Securities Act and applicable state securities laws and has provided herewith
evidence (which the Transferee acknowledges must be satisfactory to the Company) of such
exemption. The Transferee acknowledges that there is an Option Warrant Indenture which
contains restrictions with respect to the exercise and transfer of Option Warrants.




---



##### 



Name of TransfereeBy:Signature of Authorized RepresentativeName of Person SigningTitle
  - 2 -