ADDENDUM OF CONSULTING AGREEMENT

ADDENDUM OF CONSULTING AGREEMENT

THIS ADDENDUM made as of the 23^rd day of October, 2007.

BETWEEN:

TRANS-ORIENT PETROLEUM LTD., a company duly

continued under the laws of British Columbia and having a

registered office located at Suite 1500 – 1055 Xxxx Xxxxxxx Xxxxxx,

Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0

(the “Company”)

AND:

XXXXX XXXX XXXXXXX, Ph.D., Consultant, having an address

at <> Makara, Wellington, New Zealand

(the “Consultant”)

WHEREAS:

A.      A. Pursuant to a consulting agreement dated September 1, 2006 made between the Company and the Consultant (the “Consulting Agreement”), the Consultant and the Company agreed to enter into a written agreement setting out the terms and conditions of the Consultant’s engagement; and

B.      The parties have agreed to amend the Consulting Agreement (the “Addendum”).

NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Addendum, the parties covenant and agree as follows:

1.           For the purposes of this Addendum, all capitalized terms used herein will have the meanings ascribed thereto in the Consulting Agreement, unless otherwise defined herein.

2.	Section 3.1 in the Consulting Agreement shall read:
	“3.1 As remuneration for his services hereunder, the Company or its subsidiary, Orient Petroleum (NZ) Limited, shall pay to the Consultant a fee of US$10,000 per month, commencing on January 1, 2007. The fee shall be reviewed annually by the Board.”
3.	Section 3.3 in the Consulting Agreement shall read:
	“3.3 The Consultant shall be entitled to participate in any stock option plan that the Company has adopted to the extent and upon such terms as may be determined from time to time by the Board. The parties hereto acknowledge that the Consultant currently holds Options. In particular, the Consultant shall be

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granted on execution hereof options to purchase 200,000 options at US$1.00 which options shall vest as to 50,000 on execution hereof and 50,000 upon each six months over the term hereof (option exercisable for 5 yrs.). Any unexercised portion of these 200,000 options shall terminate immediately and be of no further validity if this Agreement is terminated for cause (as defined below) and no compensation shall be paid as a consequence of the termination of the options.”

4.	Except as expressly amended by this Addendum, the parties ratify and confirm that the Consulting Agreement and this Addendum shall be read and construed as one document.
5.	Time is and shall remain of the essence.
6.	This Addendum may be signed in counterpart.

IN WITNESS WHEREOF the parties have executed this Addendum with effect as of the date and year first written above.

B.	TRANS-ORIENT PETROLEUM LTD.
C.	Per:	/s/ Xxxxx Xxxxxxx
	Authorized Signatory
D.

SIGNED, SEALED AND DELIVERED by	)
XXXXX XXXX XXXXXXX in the presence of:	)
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/s/ Keren Xxxxxxx Xxxx	)	/s/ Xxxxx Xxxx Xxxxxxx
Witness	)	XXXXX XXXX XXXXXXX
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