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                                                                    EXHIBIT 4.19

                          FAR EAST ENERGY CORPORATION
                             STOCK OPTION AGREEMENT

      THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as
of this 17th day of September, 2004, by and between Far East Energy Corporation,
a Nevada corporation (the "Company"), and Nancy I. Williams ("Optionee").

                                   BACKGROUND

      The Company desires to grant Optionee an option to purchase shares of
common stock of the Company in exchange for Optionee serving as the Company's
Controller.

                                    AGREEMENT

      NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, and other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, and intending to be legally bound, it
is agreed as follows:

1.    Non-Qualified Stock Option to Purchase Shares.

      (a) Number of Option Shares and Option Price. The Company hereby grants to
      the Optionee a non-qualified stock option (the "Option"), to purchase the
      following number of shares of the Company's common stock, par value $0.001
      per share (the "Option Shares"):

            (i) 75,000 shares of common stock, with an exercise price of $2.00
            per share ("Option Price").

      (b) Exercise Period. The Option shall be exercisable, in whole or in part,
      subject to the vesting schedule and other terms set forth in this
      Agreement, until September 17, 2009 (the "Exercise Period").

      (c) Vesting Schedule. The Option to purchase shares granted hereby shall
      vest in five (5) equal allotments as follows:

            (i) Twenty percent (20%) of the Option Shares shall be exercisable
            on September 17,2004;

            (ii) Twenty percent (20%) of the Option Shares shall be exercisable
            on September 17, 2005;

            (iii) Twenty percent (20%) of the Option Shares shall be exercisable
            on September 17, 2006;

            (iv) Twenty percent (20%) of the Option Shares shall be exercisable
            on September 17, 2007; and

            (v) Twenty percent (20%) of the Option Shares shall be exercisable
            on September 17, 2008.

2. Manner of Exercise and Terms of Payment. The Option may be exercised in whole
or in part, subject to the limitations set forth in this Agreement, upon
delivery to the Company of timely written notice of exercise, accompanied by
full payment of the Option Price for the Option Shares with respect to which the
Option is exercised. The Option Price may be paid by delivery of a certified
check or wire transfer of immediately available funds to the order of the
Company. The person entitled to the shares so purchased shall be treated for all
purposes as the holder of such shares as of the close of business on the date of
exercise and certificates for the shares of stock so purchased shall be
delivered to the person so entitled within a reasonable time, not exceeding
thirty (30) days, after such exercise. Unless this Option has expired, a new
Option of like tenor and for such number of shares as the holder of this Option
shall direct, representing in the aggregate the right to purchase a number of
shares with respect to which this Option shall not have been exercised, shall
also be issued to the holder of this Option within such time.

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3. Rights as Stockholder. Optionee or a permitted transferee of the Option shall
have no rights as a stockholder of the Company with respect to any shares of
common stock subject to such Option prior to the exercise of the Option.

4. Adjustment of Purchase Price and Number of Shares. The number and kind of
securities purchasable upon the exercise of this Option and the Option Price
shall be subject to adjustment from time to time, as provided in Schedule A
attached hereto.

5.    Investment Representation.

      (a) Optionee represents and warrants to the Company that Optionee is
      acquiring this Option and the Option Shares for Optionee's own account for
      the purpose of investment and not with a view toward resale or other
      distribution thereof in violation of the Securities Act of 1933, as
      amended ("1933 Act"). Optionee acknowledges that the effect of the
      representations and warranties is that the economic risk of any investment
      in the Option and Option Shares must be borne by the Optionee for an
      indefinite period of time. This representation and warranty shall be
      deemed to be a continuing representation and warranty and shall be in full
      force and effect upon such exercise of the Option granted hereby.

      (b) Optionee understands that, as this Option has not been registered
      under the 1933 Act, the Company has affixed a restrictive legend stating
      that the Option is not registered under the 1933 Act and state securities
      laws and setting forth or referring to the restriction on transferability
      and sale thereof imposed by the 1933 Act or any applicable state
      securities law, and that the holder thereof agrees to be bound by such
      restrictive legend.

      (c) Optionee understands that, prior to such time as the Option Shares
      have been registered under the 1933 Act, the Company shall place a legend
      on each certificate for the Option Shares issued pursuant hereto, or any
      certificate issued in exchange therefore, stating that such securities are
      not registered under the 1933 Act and state securities laws and setting
      forth or referring to the restriction on transferability and sale thereof
      imposed by the 1933 Act or any applicable state securities law, and that
      the holder thereof agrees to be bound by such restrictive legend.

6.    Exercisability.

      The Option shall be exercisable only by Optionee, subject to the terms
herein, during his lifetime or by his assigns, heirs, executors or
administrators, as the case may be. The Option granted hereunder and the Option
Shares underlying the Option may only be assigned in compliance with Section 7
herein and applicable securities laws. In the event Optionee leaves the
employment of the Company, all unvested Options shall expire within thirty (30)
days following such termination of employment.

7.    Non-Transferability.

      (a) Optionee shall not sell, transfer, assign, pledge for a loan, margin,
      hypothecate or exchange the Option or the Option Shares, except pursuant
      to the laws of descent, for a period of two (2) years from the date of
      grant.

      (b) Optionee recognizes that the Option Shares received pursuant to this
      Agreement will be subject to various restrictions on sale and/or transfer,
      including but not limited to, the restrictions imposed by Rule 144 under
      the 1933 Act. Notwithstanding any rights that Optionee may possess under
      the 1933 Act and any applicable state securities laws, Optionee hereby
      agrees that he or she shall not be entitled, and the Company shall be
      under no obligation, to remove the resale restriction from this Option.
      Optionee additionally agrees that the Company is under no obligation to
      remove the resale restriction from any number of Option Shares exceeding
      ten percent (10%) of the average weekly trading volume in the Company's
      securities during the ninety (90) days preceding the intended sale.

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8.    Miscellaneous.

      (a) Termination of Other Agreements. This Agreement sets forth the entire
      understanding of the parties hereto with respect to the Option and Option
      Shares, and supersedes all prior arrangements or understandings among the
      parties regarding such matters.

      (b) Notices. Any notices required hereunder shall be deemed to be given
      upon the earlier of the date when received at, or (i) the third business
      day after the date when sent by certified or registered mail, (ii) the
      next business day after the date sent by guaranteed overnight courier, or
      (iii) the date sent by telecopier or delivered by hand, in each case, to
      the addresses set forth below:

                  If to the Company:     Far East Energy Corporation
                                         400 N. Sam Houston Parkway East
                                         Suite 205
                                         Houston, TX 77060
                                         Attention: Michael R. McElwrath

                  With copies to:        Woltjen Law Firm
                                         4144 N. Central Expwy., Suite 410
                                         Dallas, Texas 75204
                                         Attn: Kevin S. Woltjen

                  If to the Optionee:    Nancy I. Williams
                                         8319 Thora Lane E-2A
                                         Spring, Texas 77379

or to such other addresses as the parties may specify in writing.

      (c) Amendments and Waivers. The provisions of this Agreement may be
      amended or terminated unless in a writing signed by the Optionee and the
      Company.

      (d) Binding Effect. This Agreement will bind and inure to the benefit of
      the respective successors (including any successor resulting from a merger
      or similar reorganization), assigns, heirs, and personal representatives
      of the parties hereto.

      (e) Governing Law. This Agreement shall be governed by and construed and
      enforced in accordance with the laws of the State of Texas. Venue shall
      lie only in the State and Federal Courts in and for the County of Harris,
      Texas as to all disputes arising under this Agreement, and such venue is
      hereby consented to by the parties hereto.

      (f) Counterparts. This Agreement may be executed in any number of
      counterparts, each of which shall be considered to be an original
      instrument and to be effective as of the date first written above. Each
      such copy shall be deemed an original, and it shall not be necessary in
      making proof of this Agreement to produce or account for more than one
      such counterpart.

      (g) Interpretation. Unless the context of this Agreement clearly requires
      otherwise, (a) references to the plural include the singular, the singular
      the plural, the part the whole, (b) references to one gender include all
      genders, (c) "or" has the inclusive meaning frequently identified with the
      phrase "and/or" and (d) "including" has the inclusive meaning frequently
      identified with the phrase "but not limited to." The section and other
      headings contained in this Agreement are for reference purposes only and
      shall not control or affect the construction of the Agreement or the
      interpretation thereof in any respect.

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      IN WITNESS WHEREOF, the undersigned have executed, or have caused this
Agreement to be executed, as of the day and year first above written.

FAR EAST ENERGY CORPORATION                       OPTIONEE

/s/ Michael R. McElwrath                          /s/ Nancy I. Williams
--------------------------------                  ----------------------------
Michael R. McElwrath                              Nancy I. Williams
Chief Executive Officer

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                                   SCHEDULE A

ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES

      1. Adjustment. The number and kind of securities purchasable upon the
exercise of this Option and the Option Price shall be subject to adjustment from
time to time upon the happening of certain events as follows:

      (a) Reclassification, Consolidation or Merger. At any time while this
      Option remains outstanding and unexpired, in case of (i) any
      reclassification or change of outstanding securities issuable upon
      exercise of this Option (other than a change in par value, or from par
      value to no par value per share, or from no par value per share to par
      value or as a result of a subdivision or combination of outstanding
      securities issuable upon the exercise of this Option), (ii) any
      consolidation or merger of the Company with or into another corporation
      (other than a merger with another corporation in which the Company is a
      continuing corporation and which does not result in any reclassification
      or change, other than a change in par value, or from par value to no par
      value per share, or from no par value per share to par value, or as a
      result of a subdivision or combination of outstanding securities issuable
      upon the exercise of this Option), or (iii) any sale or transfer to
      another corporation of the property of the Company as an entirety or
      substantially as an entirety, the Company, or such successor or purchasing
      corporation, as the case may be, shall without payment of any additional
      consideration therefor, execute a new Option providing that the holder of
      this Option shall have the right to exercise such new Option (upon terms
      not less favorable to the holder than those then applicable to this
      Option) and to receive upon such exercise, in lieu of each share of Common
      Stock theretofore issuable upon exercise of this Option, the kind and
      amount of shares of stock, other securities, money or property receivable
      upon such reclassification, change, consolidation, merger, sale or
      transfer. Such new Option shall provide for adjustments which shall be as
      nearly equivalent as may be practicable to the adjustments provided for in
      this Section 1 of Schedule A. The provisions of this subsection 1(a) shall
      similarly apply to successive reclassifications, changes, consolidations,
      mergers, sales and transfers.

      (b) Subdivision or Combination of Shares. If the Company at any time while
      this Option remains outstanding and unexpired, shall subdivide or combine
      its Capital Stock, the Option Price shall be proportionately reduced, in
      case of subdivision of such shares, as of the effective date of such
      subdivision, or, if the Company shall take a record of holders of its
      Capital Stock for the purpose of so subdividing, as of such record date,
      whichever is earlier, or shall be proportionately increased, in the case
      of combination of such shares, as of the effective date of such
      combination, or, if the Company shall take a record of holders of its
      Capital Stock for the purpose of so combining, as of such record date,
      whichever is earlier.

      (c) Stock Dividends. If the Company at any time while this Option is
      outstanding and unexpired shall pay a dividend in shares of, or make other
      distribution of shares of, its Capital Stock, then the Option Price shall
      be adjusted, as of the date the Company shall take a record of the holders
      of its Capital Stock for the purpose of receiving such dividend or other
      distribution (or if no such record is taken, as at the date of such
      payment or other distribution), to that price determined by multiplying
      the Option Price in effect immediately prior to such payment or other
      distribution by a fraction (a) the numerator of which shall be the total
      number of shares of Capital Stock outstanding immediately prior to such
      dividend or distribution, and (b) the denominator of which shall be the
      total number of shares of Capital Stock outstanding immediately after such
      dividend or distribution. The provisions of this subsection 1(c) shall not
      apply under any of the circumstances for which an adjustment is provided
      in subsection 1(a) or 1(b).

      (d) Liquidating Dividends, Etc. If the Company at any time while this
      Option is outstanding and unexpired makes a distribution of its assets to
      the holders of its Capital Stock as a dividend in liquidation or by way of
      return of capital or other than as a dividend payable out of earnings or
      surplus legally available for dividends under applicable law or any
      distribution to such holders made in respect of the sale of all or
      substantially all of the Company's assets (other than under the
      circumstances provided for in the foregoing subsections (a) through (c)),
      the holder of this Option shall be entitled to receive upon the exercise
      hereof, in addition to the shares of Common Stock receivable upon such
      exercise, and without payment of any consideration other than the Option
      Price, an amount in cash equal to the value of such distribution per share
      of Common Stock multiplied by the number of shares of Common Stock which,
      on the record date for such distribution, are issuable upon exercise of
      this Option (with no further adjustment being made

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      following any event which causes a subsequent adjustment in the number of
      shares of Common Stock issuable upon the exercise hereof), and an
      appropriate provision therefor should be made a part of any such
      distribution. The value of a distribution which is paid in other than cash
      shall be determined in good faith by the Board of Directors.

      2. Notice of Adjustments. Whenever any of the Option Price or the number
of shares of Common Stock purchasable under the terms of this Option at that
Option Price shall be adjusted pursuant to Section 1 hereof, the Company shall
promptly make a certificate signed by its President or a Vice President and by
its Treasurer or Assistant Treasurer or its Secretary or Assistant Secretary,
setting forth in reasonable detail the event requiring the adjustment, the
amount of the adjustment, the method by which such adjustment was calculated
(including a description of the basis on which the Company's Board of Directors
made any determination hereunder), and the Option Price and number of shares of
Common Stock purchasable at that Option Price after giving effect to such
adjustment, and shall promptly cause copies of such certificate to be mailed (by
first class and postage prepaid) to the registered holder of this Option.

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                               NOTICE OF EXERCISE

                  (To be signed only upon exercise of Option)

TO: Far East Energy Corporation

The undersigned, the owner of Option to purchase__________________________shares
of Common Stock of Far East Energy Corporation, a Nevada corporation ("Far
East"), hereby irrevocably elects to exercise such Option and herewith pays for
the shares by giving Far East a personal check or wire transfer in the amount of
the Option Price as specified in the Option. The undersigned requests that the
certificates for such shares be delivered to them according to instructions
indicated below.

DATED this ________________ day of___________________200 _______

                                       By: ___________________________
                                           ___________________________

INSTRUCTIONS FOR DELIVERY:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

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