Far East Energy Corp. (fka FEECQ)

[drluck]

MORGAN KEEGAN & COMPANY, INC.

50 N. Front Street

Memphis, Tennessee 38103

Ladies and Gentlemen:

INTRODUCTION

Far East Energy Corporation, a Nevada corporation (the “Company”), proposes to issue and sell to Morgan Keegan & Company, Inc. (“Morgan Keegan”) an aggregate of 6,000,000 shares (the “Shares”) of Common Stock of the Company, par value $0.001 per share (the “Common Stock”), and warrants to purchase up to an aggregate of 2,100,000 shares of Common Stock (the “Warrant”) at an exercise price of $1.00 per share.

The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-132631). Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act (as of the time specified in Rule 430B), is called the “Registration Statement.” The base prospectus dated May 8, 2006 included in the Registration Statement and including the information incorporated by reference therein and all supplements delivered in connection therewith is referred to herein as the “Base Prospectus,” and the final prospectus supplement relating to the Shares and the Warrant, together with the Base Prospectus, that is first filed pursuant to Rule 424(b) after the date and time of the execution and delivery of this Agreement by the parties hereto and including the information incorporated by reference therein is referred to herein as the “Final Prospectus.”