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SUBSCRIPTION FOR UNITS

TO:            
Trans-Orient Petroleum Ltd. (the Corporation)

Dated for Reference November 28, 2006

INSTRUCTIONS FOR COMPLETING THIS SUBSCRIPTION

|1. | Complete the information required on pages 1 and 2 with
      respect to subscription amounts and registration and delivery
      particulars.                                                                                                                                                                                                                                                                  
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Complete the applicable forms (the Forms) at the end of
      this Agreement:                                                                                                                                                                                                                                                                                                                                 
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                             
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                             
|3. | Return this Agreement and all Schedules to Trans-Orient
      at 1407-1050 Burrard Street, Vancouver, B.C. V6Z 2S3 with a certified
      cheque, money order or bank draft in US dollars drawn on a Canadian
      chartered bank and made payable to Trans-Orient Petroleum Ltd. in the
      amount of the applicable subscription funds, or in such other manner as
      may be acceptable to Trans-Orient.

Trans-Orient Wiring Instructions:

|US DOLLAR ACCOUNT                                      | SWIFT
      NO:              
      BOFMCAM2
|------------------------------------------------------ | --------------------------------------------
|                                                       | ACCOUNT NO.:     
      4661-213            
|BANK:                         
       Bank of Montreal | TRANSIT
      NO.:0004                      
|BANK ADDRESS:      595 Burrard
      Street            |                                             
|Vancouver, B.C., Canada                                |                                             

The undersigned ( the Subscriber) hereby irrevocably
subscribes for and agrees to purchase the number of units of the Corporation
(the Units) set forth below for the aggregate subscription amount set
forth below (the Aggregate Subscription Amount), representing a
subscription price of US$1.00 per Unit, upon and subject to the terms and
conditions set forth in Terms and Conditions of Subscription for Units of
Trans-Orient Petroleum Corp. attached hereto (together with the first two pages
and the attached Schedules, the Subscription Agreement). Each Unit
consists of one common share of the Corporation (a Common Share) and
one half of one common share purchase warrant (a Warrant), each whole
Warrant (two half warrants) entitles the holder to acquire one common share of
the Corporation (the Warrant Shares) at a price of US$1.35 per share
for a period of eighteen months following the Closing Date (as hereinafter
defined), subject to the right of the Corporation to accelerate the expiry of
the Warrants upon the occurrence of certain stated events described herein. The
Units, the Common Shares, the Warrants and the Warrant Shares are referred to
herein as the Securities.

|___________________________________________   |  | Number of Units:
      _______________________________ 
|--------------------------------------------- |  | -------------------------------------------------------
|(Name of Subscriber  please print)           |  |                                                        
|                                              |  |                                                        
|By: ________________________________________  |  |                                                        
|(Authorized Signature)                        |  | Aggregate Subscription Amount:
      __________________
|                                              |  |                                                        
|_____________________________________________ |  |                                                        

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- 2 -

|Official Capacity or Title - please print)                                                                                                  |  | If the Subscriber is
        signing as agent for a principal and is not deemed to be acting
        as principal pursuant If the Subscriber is signing as agent for
        a principal and is not deemed to be acting as principal pursuant
        to National Instrument 45-106, complete thefollowing and, if applicable,
        ensure that Schedule I is completed on behalf of such principal:
|------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                            | 
|____________________________________________                                                                                                | 
|(Please print name of individual whose
        signature appears above if different than the name of the subscriber printed
        above.) | 
|
|                                                                                                                                            | 
|____________________________________________                                                                                                |  | ____________________________________________                                                                                                                                                                                                                                                                                                                                                           
|(Subscribers Address)                                                                                                                      |  | (Name of Principal)                                                                                                                                                                                                                                                                                                                                                                                    
|____________________________________________                                                                                                |  |                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                            |  | ____________________________________________                                                                                                                                                                                                                                                                                                                                                           
|____________________________________________                                                                                                |  | (Principals Address)                                   
       (E-mail Address)                                                                                                                                                                                                                                                                                                                       

|Register the Units as set forth below:       |  | Deliver the Units as set forth below:       
|-------------------------------------------- |  | --------------------------------------------
|____________________________________________ |  | ____________________________________________
|(Name)                                       |  | (Name)                                      
|                                             |  |                                             
|____________________________________________ |  | ____________________________________________
|(Account reference, if applicable)           |  | (Account reference, if applicable)          
|                                             |  |                                             
|____________________________________________ |  | ____________________________________________
|(Address)                                    |  | (Contact Name)                              
|                                             |  |                                             
|____________________________________________ |  | ____________________________________________
|                                             |  | (Address)                                   
|                                             |  |                                             
|                                             |  | ____________________________________________

ACCEPTANCE:The Corporation hereby accepts the subscription as set forth above on the
terms and conditions contained in this Subscription Agreement this
.._________________ day of ___________________________, 2006.

TRANS-ORIENT PETROLUEM LTD.

By: _______________________________________

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TERMS AND CONDITIONS OF SUBSCRIPTION FOR UNITS OF
TRANS-ORIENT PETROLEUM LTD.

Terms of the Offering

1.                    
The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of
each person on whose behalf the Subscriber is contracting) that this
subscription is subject to rejection by the Corporation in whole or in part. The
parties agree that this Subscription, and all money tendered by the Subscriber
will be returned to the Subscriber, without interest or deduction, if this
Subscription is not accepted by the Corporation. The Closing Date (as defined
herein) is targeted to occur on or about December 29th, 2006 and closings may
occur from time to time in tranches. This offering may be revoked by the Issuer
at any time without notice. There is no minimum or maximum aggregate offering
size although there is a targeted size of 6,000,000 Units.

2.                    
The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of
each person on whose behalf the Subscriber is contracting) that the Offering
will not in any way restrict the Corporation from issuing additional securities
of the Corporation at prices, on terms and in amounts as may be determined by
the Corporation, in its sole and absolute discretion.

3.                    
The Corporation may increase or decrease the targeted size of the Offering in
its sole discretion. Each Unit will consist of one Common Share and one half of
one Warrant, with each whole Warrant (two half warrants) entitling the holder to
purchase a further Common Share for a period of eighteen months from the Closing
Date, at a price of US$1.35, subject to the right of the Corporation to
accelerate the expiry as provided for below. The certificates representing the
Warrants will, among other things, include provisions for the appropriate
adjustment in the class, number and price of the Warrant Shares issued on
exercise of the Warrants upon the occurrence of certain events, including any
subdivision, consolidation or reclassification of the Common Shares, the payment
of stock dividends and the amalgamation of the Corporation.

4.                    
The Subscriber agrees that if the closing price of the Common Shares of the
Corporation on the OTC Bulletin Board is equal to or greater than US$1.75 for 10
or more consecutive trading days, the Corporation shall have the right to
accelerate the expiry of the Warrants. In order to exercise this right, the
Corporation shall provide written notice to the holder of the Warrant at the
address shown on the register of Warrant holders to be maintained by the
Corporation, stating the new date that the Warrants will expire. The Corporation
shall mail the notice by prepaid, regular mail not later than 30 calendar days
before the new expiry date of the Warrants.

Representations and Warranties of the Corporation

5.                    
The Corporation hereby represents and warrants to the Subscriber (and
acknowledges that the Subscriber is relying thereon) that:

(a)          
The Corporation has the full corporate right, power and authority to execute and
deliver this Subscription Agreement and to issue each of the Securities to the
Subscriber;

(b)          
This Subscription Agreement, when accepted by the Corporation, will constitute a
binding obligation of the Corporation enforceable in accordance with its
terms;

(c)          
The execution and delivery of, and the performance of the terms of this
Subscription Agreement by the Corporation, including the issue of the
Securities, does not and will not constitute a breach of or default under the
constating documents of the Corporation or any law, regulation, order or ruling
applicable to the Corporation or any agreement, contract or indenture to which
the Corporation is a party or by which it is bound; and

(d)          
The Corporation is a duly incorporated and validly subsisting corporation under
the laws of its jurisdiction of incorporation and has full corporate power and
authority to perform each of its obligations as herein contemplated.

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Acknowledgements, Representations, Warranties and Covenants
of the Subscriber

6.                    
The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of
each person on whose behalf the Subscriber is contracting) that the Offering, of
which this Subscription Agreement forms a part, is not subject to a minimum
subscription level and as such, upon acceptance by the Corporation, subscription
funds are immediately available for use by the Corporation. The Subscriber
further acknowledges that the Corporation may complete additional financings in
the future which may have a dilutive effect on existing shareholders at such
time, including a Subscriber hereunder.

7.                    
The Subscriber (on its own behalf and, if applicable, on behalf of each person
on whose behalf the Subscriber is contracting) represents, warrants and
covenants to the Corporation that:

(a)           it
has been independently advised as to the restrictions with respect to trading in
the Securities imposed by applicable securities legislation, confirms that no
representation has been made to it by or on behalf of the Corporation with
respect thereto, acknowledges that it is aware of the characteristics of the
Unit, the risks relating to an investment therein and of the fact that it may
not be able to resell the Securities except in accordance with limited
exemptions under applicable securities legislation and regulatory policy until
expiry of the applicable restriction period and compliance with the other
requirements of applicable law, and it agrees that any certificates representing
the Securities may bear the following legends indicating that the resale of such
securities is restricted;

UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE
[that date that is 4 months and a day after the Closing Date]( Subscribers who
are US persons will have an additional legend placed on their shares see
Schedule III)

(b)           it
has not received or been provided with, nor has it requested, nor does it have
any need to receive, any prospectus or offering memorandum, or any other
document (other than financial statements, interim financial statements or any
other document, the content of which is prescribed by statute or regulation)
describing the business and affairs of the Corporation which has been prepared
for delivery to, and review by, prospective purchasers in order to assist it in
making an investment decision in respect of the Units; and

(c)           it
has not become aware of any advertisement in printed media of general and
regular paid circulation (or other printed public media), radio, television or
telecommunications or other form of advertisement (including electronic display)
with respect to the distribution of the Units; and

(d)           it
has relied solely upon information publicly available on SEDAR relating to the
Corporation and not upon any verbal or written representation as to fact or
otherwise made by or on behalf of the Corporation and it does not have knowledge
of any material fact about the Corporation that has not been publicly disclosed;
and

(e)          
unless it is purchasing under subparagraph 7(f), (g), (h) or (j), it is
purchasing the Units as principal for its own account, it is purchasing such
Units for investment only and not for the benefit of any other person and not
with a view to the resale or distribution of all or any of the Units, it is
resident in the jurisdiction set out as the Subscribers Address on the face
page hereof and it fully complies with one or more of the criteria set forth
below:

(i)           if
it is resident in Canada, it is an accredited investor, as such term is
defined in National Instrument 45-106 entitled Prospectus and Registration
Exemptions (NI 45-106), other than a trust company or trust
corporation registered under the laws of Prince Edward Island that is not
registered or authorized under the Trust and Loan Companies Act (Canada)
or under comparable legislation in another jurisdiction of Canada, and has
concurrently executed and delivered a Representation Letter in the form
attached as Schedule I to this Subscription Agreement, and has initialled in
Appendix A thereto indicating that the Subscriber satisfies one of the
categories of accredited investor set forth in such definition; or

(ii)          
if it is resident in a jurisdiction of Canada other than Ontario or
Saskatchewan, it is qualified for the Family, Friends and Business Associates
exemption under NI 45-106 and has

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- 5 -

concurrently executed and delivered
a Representation Letter in the form attached as Schedule II to this Subscription
Agreement, and has initialled therein indicating that the Subscriber satisfies
one of the categories of family, friends and business associates set forth in
such exemption; or

(iii)          
it has an aggregate acquisition cost of the Units purchased by it of not less
than $150,000 and it is not a company established solely to acquire the Units,
or, if it was so established, each shareholder of the company is an individual
who has contributed at least $150,000 for the purpose of the investment by the
company in the Units, and each such person is acting for his or her account;
or

(iv)          
if it is a resident of Canada but not purchasing under paragraphs 7(e)(i), (ii),
or (iii),it is purchasing pursuant to an exemption from prospectus and
registration requirements (particulars of which are enclosed herewith) available
to it under applicable securities legislation and shall deliver to the
Corporation such further particulars of the exemption(s) and the Subscribers
qualifications thereunder as the Corporation may request; and

(f)           if
it is not purchasing as principal, it is duly authorized to enter into this
Subscription Agreement and to execute all documentation in connection with the
purchase on behalf of each beneficial purchaser, each of whom is purchasing as
principal for its own account, not for the benefit of any other person, and not
with a view to the resale or distribution of all or any of the Securities, it
acknowledges that the Corporation may be required by law to disclose to certain
regulatory authorities, the identity of each beneficial purchaser of Units for
whom it may be acting, it and each beneficial purchaser is resident in the
jurisdiction set out as the Subscribers Address; and

(g)           if
it is acting as agent for one or more disclosed principals, each of which
principals is purchasing as a principal for its own account for investment only
and not for the benefit of any other person and not with a view to the resale or
distribution of all or any of the Securities and each of which principals
complies with one or more of the criteria set forth in subparagraphs 7(e)(i),
(e)(ii); and

(h)           if
it is not a resident of Canada, it is purchasing pursuant to an exemption from
prospectus and registration requirements available to it under applicable
securities legislation and shall deliver to the Corporation such further
particulars of the exemption(s), the Subscribers qualifications thereunder and
such evidence of compliance with all such matters as the Corporation may request
and the delivery of this Subscription Agreement, the acceptance hereof by the
Corporation and the issuance of the Units to the Subscriber complies with all
applicable laws of the Subscribers jurisdiction of residence and domicile and
will not cause the Corporation or any of its officers or directors to become
subject to or require any disclosure, prospectus or other reporting requirement;
and

(i)           it
acknowledges that:

(i)           no
securities commission or similar regulatory authority has reviewed or passed on
the merits of the Units; and

(ii)          
there in no government or other insurance covering the Units; and

(iii)          
there are risks associated with the purchase of the Units; and

(iv)          
there are restrictions on the Subscribers ability to resell the Securities and
it is the responsibility of the Subscriber to find out what those restrictions
are and to comply with them before selling any of the Securities; and

(v)          
the Corporation or its agent has advised the Subscriber that the Corporation is
relying on an exemption from the requirements to provide the Subscriber with a
prospectus and to sell the Units through a person or company registered to sell
securities under the Securities Actof British Columbia and, as a
consequence of acquiring the Units pursuant to this exemption, certain
protections, rights and remedies provided by the Acts, including statutory
rights of rescission or damages, will not be available to the Subscriber; and

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- 6 -

(j)           if
it is a resident in the United Kingdom, it is a person of the kind described in
Article 19 of the Financial Services Act, 2000 (Financial Promotion)
Order 2001, as amended, and is a person whose ordinary activities involve it in
acquiring, holding, managing or disposing of investments (as principal or agent)
for the purposes of its business; and

(k)           it
is aware that none of the Securities have been nor will be registered under the
United States Securities Act of 1933, as amended (U.S. Securities
Act) and that these securities may not be offered or sold in the United
States without registration under the U.S. Securities Act or compliance with
requirements of an exemption from registration; and

(l)          
Unless the Subscriber has executed and delivered to the Corporation herewith the
certifications set forth in the Certificate of U.S. Person attached hereto as
Schedule III, the Subscriber represents and warrants that:

(i)          
the Subscriber is not a U.S. Person (as defined in Regulation S, the
definition of which includes, but is not limited to, a natural person resident
in the United States and an estate or trust of which any executor or
administrator or trustee, respectively, is a U.S. Person and any partnership or
corporation organized or incorporated under the laws of the United States) and
is not purchasing the Units for the account or benefit of any U.S. Person or for
offering, resale or delivery for the account or benefit of any U.S. Person or
for the account or benefit of any person in any jurisdiction set out in the name
and address of the Subscriber below;

(ii)          
the Subscriber was outside the United States at the time of execution and
delivery of this Subscription Agreement within the meaning of Regulation S;

(iii)          
no offers to sell the Units to the Subscriber were made by any person to the
Subscriber while the Subscriber was in the United States;

(iv)          
the Subscriber understands that the Corporation has no obligation or present
intention of filing a registration statement under the U.S. Securities
Act in respect of the Securities;

(v)          
the Subscriber will not engage in any directed selling efforts (as defined by
Regulation S under the U.S. Securities Act) in the United States in
respect of the Securities, which would include any activities undertaken for the
purpose of, or that could reasonably be expected to have the effect of
conditioning the market in the United States for the resale of the
Securities;

(vi)          
the Subscriber acknowledges that any person who exercises a Warrant will be
required to provide to the Corporation either:

(A)          
written certification that it is not a U.S. Person and that such Warrant is not
being exercised within the United States or on behalf of, or for the account or
benefit of; a U.S. Person; or

(B)          
with certification that it is an accredited investor, as defined in Rule
501(a) of Regulation D, as of the date of exercise; or

(C)           a
written opinion of counsel or other evidence satisfactory to the Corporation to
the effect that the Warrants and the Warrant Shares have been registered under
the U.S. Securities Act and applicable state securities laws or are exempt from
registration thereunder; and

(m)           it
undertakes and agrees that it will not offer or sell any of the Securities in
the United States unless such securities are registered under the U.S.
Securities Act and the securities laws of all applicable states of the United
States or an exemption from such registration requirements is available, and
further that it will not resell any of the Securities in any jurisdiction,
except in accordance with the provisions of applicable securities legislation,
regulations, rules, policies and orders and stock exchange rules; and

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- 7 -

(n)           if
a corporation, partnership, unincorporated association or other entity, it has
the legal capacity to enter into and be bound by this Subscription Agreement and
further certifies that all necessary approvals of directors, shareholders,
partners or otherwise have been given and obtained; and

(o)           if
an individual, it is of the full age of majority and is legally competent to
execute this Subscription Agreement and take all action pursuant hereto; and

(p)          
this Subscription Agreement has been duly and validly authorized, executed and
delivered by and constitutes a legal, valid, binding and enforceable obligation
of the Subscriber; and

(q)           in
the case of a subscription by it for Units acting as agent for a disclosed
principal, it is duly authorized to execute and deliver this Subscription
Agreement and all other necessary documentation in connection with such
subscription on behalf of such principal and this Subscription Agreement has
been duly authorized, executed and delivered by or on behalf of, and constitutes
a legal, valid and binding agreement of, such principal; and

(r)           it
acknowledges that no representation has been made to it: (i) as to the future
value or price of the Units; (ii) that any person will resell or repurchase the
Units; or; (iii) that any person will refund the purchase price of the Units;
and

(s)           it
has such knowledge in financial and business affairs as to be capable of
evaluating the merits and risks of its investment and it, or, where it is not
purchasing as principal, each beneficial purchaser, is able to bear the economic
risk of loss of its investment; and

(t)           it
understands that the Units are being offered for sale only on a private
placement basis and that the sale and delivery of the Units is conditional upon
such sale being exempt from the requirements as to the filing of a prospectus or
the preparation of an offering memorandum in prescribed form or upon the
issuance of such orders, consents or approvals as may be required to permit such
sale without the requirement of filing a prospectus or delivering an offering
memorandum in prescribed form and that certain protections, rights and remedies
provided by applicable securities legislation, in connection with the filing of
a prospectus may not be available to the Subscriber; and

(u)           if
required by applicable securities legislation, regulations, rules, policies or
orders or by any securities commission, stock exchange or other regulatory
authority, the Subscriber will execute, deliver, file and otherwise assist the
Corporation in filing, such reports, undertakings and other documents with
respect to the issue of the Units as may be required, including, without
limitation:

(i)           in
the case of a Subscriber resident in Canada who is an accredited investor , a
representation letter in the form attached as Schedule I;

(ii)          
in the case of a Subscriber resident in Canada who is not an accredited
investor, a representation letter in the form attached as Schedule II; and

(iii)          
in the case of a Subscriber resident in the United States, a certificate in the
form attached as Schedule III; and

(v)          
the entering into of this Subscription Agreement and the transactions
contemplated hereby will not result in a violation of any of the terms or
provisions of any law applicable to the Subscriber, or if the Subscriber is not
a natural person, any of the Subscribers constating documents, or any agreement
to which the Subscriber is a party or by which it is bound; and

(w)          
the funds representing the Aggregate Subscription Amount which will be advanced
by the Subscriber hereunder will not represent proceeds of crime for the
purposes of the Proceeds of Crime (Money Laundering) Act (Canada) and the
Subscriber acknowledges that the Corporation may in the future be required by
law to disclose the Subscribers name and other information relating to this
Subscription

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- 8 -

Agreement and the Subscribers
subscription hereunder, on a confidential basis, pursuant to the Proceeds of
Crime (Money Laundering) Act (Canada) and to the best of the Subscribers
knowledge (i) none of the subscription funds to be provided by the Subscriber
(A) have been or will be derived from or related to any activity that is deemed
criminal under the law of Canada, the United States of America, or any other
jurisdiction, or (B) are being tendered on behalf of a person or entity who has
not been identified to the Subscriber, and (ii) it shall promptly notify the
Corporation if the Subscriber discovers that any of such representations ceases
to be true, and to provide the Corporation with appropriate information in
connection therewith; and

(x)          
the Corporations counsel, Lang Michener LLP, is acting solely for the
Corporation and in connection with the Offering and the Subscriber may not rely
upon either such counsel in any respect. The Subscriber acknowledges that it has
been encouraged to and should obtain independent legal, income tax and
investment advice with respect to its subscription for Units and accordingly,
has been independently advised as to the meanings of all terms contained herein
relevant to the Subscriber for the purposes of giving representations,
warranties and covenants under this Subscription Agreement; and

(y)          
the information provided by the Subscriber under the heading Information
Regarding The Subscriber is true and correct in all material respects and will
be true and correct as of the Closing Date; and

(z)           it
does not act jointly or in concert with any other Subscriber under the Offering
for the purposes of the acquisition of the Units; and

(aa)         it will
not resell the Common Shares or the Warrants, except in accordance with the
provisions of applicable securities legislation and stock exchange rules, if
applicable, in the future; and

(bb)         the delivery
of this subscription, the acceptance hereof by the Corporation and the issuance
of the Common Shares and the Warrants to the Subscriber complies with all
applicable laws of the Subscribers jurisdiction of residence and domicile and
will not cause the Corporation or any of its officers or directors to become
subject to or require any disclosure, prospectus or other reporting requirement;
and

(cc)          the
Corporation may complete additional financings in the future in order to develop
the business of the Corporation and to fund its ongoing development; that there
is no assurance that such financings will be available and, if available, on
reasonable terms; any such future financings may have a dilutive effect on
current securityholders, including the Subscriber; that if such future
financings are not available, the Corporation may be unable to fund its ongoing
development and the lack of capital resources may result in the failure of its
business venture; and

(dd)         the
Subscriber is capable of assessing the proposed investment as a result of the
Subscribers financial experience or as a result of advice received from a
registered person other than the Corporation or any affiliates thereof.

Closing

8.                    
The Subscriber agrees to deliver to the Corporation at 1407-1050 Burrard Street,
Vancouver, B.C. V6Z 2S3, not later than 5:00 p.m. (Vancouver time) on the day
that is two business days before the Closing Date: (a) this duly completed and
executed Subscription Agreement, including all applicable Schedules hereto and
Appendices thereto; and (c) a certified cheque, bank draft or bank wire
PAYABLE TO TRANS-ORIENT PETROLEUM LTD.for the Aggregate Subscription
Amount subscribed for under this Subscription Agreement or payment of the same
amount in such other manner as is acceptable to the Corporation.

9.                    
The sale of the Units pursuant to this Subscription Agreement will be completed
through the offices of Lang Michener LLP, the Corporations counsel, in
Vancouver, British Columbia at such time (the Closing Time) on date as
the Corporation may determine (the Closing Date). At the Closing Time,
the completed Subscription Agreement, and the Aggregate Subscription Amount
against delivery by the Corporation of the certificates representing the Common
Shares and the Warrants will be exchanged.

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- 9 -

10.                    
The Corporation shall be entitled to rely on delivery of a facsimile copy of
executed subscriptions, and acceptance by the Corporation of such facsimile
subscriptions shall be legally effective to create a valid and binding agreement
between the Subscriber and the Corporation in accordance with the terms
hereof.

Privacy Legislation

11.                    
The Subscriber acknowledges and consents to the fact that the Corporation is
collecting the Subscribers (and any beneficial purchaser for which the
Subscriber is contracting hereunder) personal information (as that term is
defined under applicable privacy legislation, including, without limitation, the
Personal Information Protection and Electronic Documents Act (Canada) and
any other applicable similar replacement or supplemental provincial or federal
legislation or laws in effect from time to time) for the purpose of completing
the Subscribers subscription. The Subscriber acknowledges and consents to the
Corporation retaining the personal information for so long as permitted or
required by applicable law or business practices. The Subscriber further
acknowledges and consents to the fact that the Corporation may be required by
Securities Laws, stock exchange rules and/or Investment Dealers Association of
Canada rules to provide regulatory authorities any personal information provided
by the Subscriber respecting itself (and any beneficial purchaser for which the
Subscriber is contracting hereunder). The Subscriber represents and warrants
that it has the authority to provide the consents and acknowledgements set out
in this paragraph on behalf of all beneficial purchasers for which the
Subscriber is contracting. In addition to the foregoing, the Subscriber agrees
and acknowledges that the Corporation may use and disclose the Subscribers
personal information, or that of each beneficial purchaser for whom the
Subscriber are contracting hereunder, as follows:

(a)          
for internal use with respect to managing the relationships between and
contractual obligations of the Corporation and the Subscriber or any beneficial
purchaser for whom the Subscriber is contracting hereunder;

(b)          
for use and disclosure to the Corporations transfer agent and registrar;

(c)          
for use and disclosure for income tax related purposes, including without
limitation, where required by law, disclosure to Canada Revenue Agency;

(d)          
disclosure to securities regulatory authorities and other regulatory bodies with
jurisdiction with respect to reports of trade and similar regulatory
filings;

(e)          
disclosure to a governmental or other authority to which the disclosure is
required by court order or subpoena compelling such disclosure and where there
is no reasonable alternative to such disclosure;

(f)          
disclosure to professional advisers of the Corporation or the Underwriter in
connection with the performance of their professional services;

(g)          
disclosure to any person where such disclosure is necessary for legitimate
business reasons and is made with the Subscribers prior written consent;

(h)          
disclosure to a court determining the rights of the parties under this
Subscription Agreement; or

(i)          
for use and disclosure as otherwise required or permitted by law.

12.                    
The Subscriber further acknowledges that the Ontario Securities Commission
collects personal information in forms submitted to it by the Corporation,
including information about the Subscriber, the Subscribers address and contact
information, and the Subscribers subscription. The Subscriber acknowledges that
the Ontario Securities Commission is entitled to collect the information under
authority granted to it under Ontario securities legislation for the purpose of
administration and enforcement of the securities legislation in Ontario. The
Subscriber acknowledges that it may obtain information regarding the collection
of this information by contacting the Administrative Assistant to the Director
of Corporate Finance, Ontario Securities Commission, Suite 1903, Box 5520, Queen
Street West, Toronto, Ontario M5H 3S8, Telephone: (416) 593-3682, Facsimile:
(416) 593 8252. The Subscriber consents to the collection of personal
information by the Ontario Securities Commission.

---

- 10 -

General

13.                    
The Subscriber agrees that the representations, warranties and covenants of the
Subscriber herein will be true and correct both as of the execution of this
Subscription Agreement and as of the Closing Time and will survive the
completion of the issuance of the Units. The representations, warranties and
covenants of the Subscriber herein are made with the intent that they be relied
upon by the Corporation in determining the eligibility of a purchaser of Units
and the Subscriber agrees to indemnify the Corporation against all losses,
claims, costs, expenses and damages or liabilities which it may suffer or incur
which are caused or arise from an inaccuracy or breach thereof and reliance
thereon. The Subscriber undertakes to immediately notify the Corporation at
Trans-Orient Petroleum Ltd., 1407  1050 Burrard Street, Vancouver, British
Columbia, V6Z 2S3, Attention: Garth Johnson, (Fax Number: (604) 682-1174) of any
change in any statement or other information relating to the Subscriber set
forth herein which takes place prior to the Closing Time.

14.                    
The Subscriber acknowledges and agrees that all costs incurred by the Subscriber
(including any fees and disbursements of any special counsel retained by the
Subscriber) relating to the sale of the Units to the Subscriber shall be borne
by the Subscriber.

15.                    
The Subscriber acknowledges that this Subscription Agreement is subject to
rejection or allotment, in whole or in part, by the Corporation. It is
understood and agreed that this Subscription Agreement and all monies tendered
herewith shall be returned to the Subscriber, without interest or deduction, at
the address of the Subscriber set out on the face page hereof if this
Subscription Agreement is not accepted.

16.                    
The Subscriber acknowledges that upon a subscription being accepted by the
Corporation, the Corporation will, subject to the terms and conditions set out
herein, issue to the Subscriber certificates evidencing the Subscribers
ownership of the Common Shares and the Warrants.

17.                    
The terms and provisions of this Subscription Agreement shall be binding upon
and enure to the benefit of the Subscriber and the Corporation and their
respective heirs, executors, administrators, successors and assigns; provided
that, except for the assignment by a Subscriber who is acting as nominee or
agent to the beneficial owner and as otherwise herein provided, this
Subscription Agreement shall not be assignable by any party without prior
written consent of the other parties.

18.                    
The contract arising out of this Subscription Agreement and all documents
relating thereto shall be governed by and construed in accordance with the laws
of the Province of British Columbia and the federal laws of Canada applicable
therein. The parties irrevocably attorn to the exclusive jurisdiction of the
courts of the Province of British Columbia. Time shall be of the essence
hereof.

19.                    
Neither party to this Subscription Agreement may assign all or part of its
interest in or to this Subscription Agreement without the consent in writing of
the other party hereto.

20.                    
This Subscription Agreement represents the entire agreement of the parties
hereto relating to the subject matter hereof and there are no representations,
covenants or other agreements relating to the subject matter hereof except as
stated or referred to herein. Neither this Subscription Agreement nor any
provision hereof shall be modified, changed, discharged or terminated except by
an instrument in writing signed by the party against whom any waiver, change,
discharge or termination is sought.

21.                    
The covenants, representations and warranties contained herein shall survive the
closing of the transactions contemplated hereby.

22.                    
In this Subscription Agreement (including attachments), references to $ or
US$ are to United States dollars.

---

SCHEDULE I

REPRESENTATION LETTER

(FOR ACCREDITED INVESTORS)

**TO:**                   
**Trans-Orient Petroleum Ltd. (the Corporation)**

In connection with the purchase of units in the capital of the
Corporation (Units) by the undersigned subscriber or, if applicable,
the principal on whose behalf the undersigned is purchasing as agent (the
Subscriber for the purposes of this Schedule I), the Subscriber hereby
represents, warrants, covenants and certifies to the Corporation that:

|1. | The Subscriber is purchasing the Units as principal for
      its own account or is deemed to be acting as principal pursuant to
      National Instrument 45-106 entitled Properties and Registration
      Exemptions (NI 45-106);
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                         
|2. | The Subscriber is an accredited investor within the
      meaning of NI 45-106 by virtue of satisfying the indicated criterion as
      set out in Appendix A to this Representation Letter; and                                    
|   |                                                                                                                                                                                                                                         
|3. | Upon execution of this Schedule I by the Subscriber, this
      Schedule I shall be incorporated into and form a part of the Subscription
      Agreement.                                                                              

Dated: _________________________, 2006.

| |                          |                                                       
| | ------------------------ | ------------------------------------------------------
| | Print name of Subscriber
| |                          |                                                       
| | By:                      |                                                       
| |                          | Signature                                             
| |                          |                                                       
| |                          |                                                       
| |                          | Print name of Signatory (if different from Subscriber)
| |                          |                                                       
| |                          |                                                       
| |                          | Title                                                 

IMPORTANT: EACH INVESTOR PLEASE INITIAL APPENDIX A ON THE
NEXT PAGE NEXT TO THE CORRECT CATEGORY OF EXEMPTION APPLICABLE TO IT

---

APPENDIX A TO SCHEDULE 1

Accredited Investor- (defined in NI 45-106) means:

|[  ] | (a) | an individual who, either alone or with a spouse,
      beneficially owns, directly or indirectly, financial assets having an
      aggregate realizable value that before taxes, but net of any related
      liabilities, exceeds $1,000,000;                                                                                                                          
|---- | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |     |                                                                                                                                                                                                                                                                                                                                                                          
|[  ] | (b) | an individual whose net income before taxes exceeded
      $200,000 in each of the 2 most recent calendar years or whose net income
      before taxes combined with that of a spouse exceeded $300,000 in each of
      the 2 most recent calendar years and who, in either case, reasonably
      expects to exceed that net income level in the current calendar year;
|     |     |                                                                                                                                                                                                                                                                                                                                                                          
|[  ] | (c) | an individual who, either alone or with a spouse, has net
      assets of at least $5,000,000;                                                                                                                                                                                                                                                                           
|     |     |                                                                                                                                                                                                                                                                                                                                                                          
|[  ] | (d) | a person, other than an individual or investment fund,
      that has net assets of at least $5,000,000 as shown on its most recently
      prepared financial statements;                                                                                                                                                                                               
|     |     |                                                                                                                                                                                                                                                                                                                                                                          
|[  ] | (e) | a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law to be owned by directors, are persons that are accredited
      investors;                                                                                                                                         
|     |     |                                                                                                                                                                                                                                                                                                                                                                          
|[  ] | (f) | a Canadian financial institution, or a Schedule III bank;                                                                                                                                                                                                                                                                                                                
|     |     |                                                                                                                                                                                                                                                                                                                                                                          
|[  ] | (g) | the Business Development Bank of Canada incorporated
      under the Business Development Bank of Canada Act(Canada);                                                                                                                                                                                                                                                    
|     |     |                                                                                                                                                                                                                                                                                                                                                                          
|[  ] | (h) | a subsidiary of any person referred to in paragraphs (f)
      or (g), if the person owns all of the voting securities of the subsidiary,
      except the voting securities required by law to be owned by directors of
      that subsidiary;                                                                                                                          
|     |     |                                                                                                                                                                                                                                                                                                                                                                          
|[  ] | (i) | a person registered under the securities legislation of a
      jurisdiction of Canada as an adviser or dealer, other than a person
      registered solely as a limited market dealer under one or both of the
      Securities Act(Ontario) or the Securities Act(Newfoundland and Labrador);                                                                          
|     |     |                                                                                                                                                                                                                                                                                                                                                                          
|[  ] | (j) | an individual registered or formerly registered under the
      securities legislation of a jurisdiction of Canada as a representative of
      a person referred to in paragraph (i);                                                                                                                                                                                   
|     |     |                                                                                                                                                                                                                                                                                                                                                                          
|[  ] | (k) | the Government of Canada or a jurisdiction of Canada, or
      any crown corporation, agency or wholly owned entity of the Government of
      Canada or a jurisdiction of Canada;                                                                                                                                                                                       
|     |     |                                                                                                                                                                                                                                                                                                                                                                          
|[  ] | (l) | a municipality, public board or commission in Canada and
      a metropolitan community, school board, the Comité de gestion de la taxe
      scolaire de lîle de Montréal or an intermunicipal management board in
      Québec;                                                                                                                                       
|     |     |                                                                                                                                                                                                                                                                                                                                                                          
|[  ] | (m) | any national, federal, state, provincial, territorial or
      municipal government of or in any foreign jurisdiction, or any agency of
      that government;                                                                                                                                                                                                           
|     |     |                                                                                                                                                                                                                                                                                                                                                                          
|[  ] | (n) | a pension fund that is regulated by either the Office of
      the Superintendent of Financial Institutions (Canada) or a pension
      commission or similar regulatory authority of a jurisdiction of Canada;                                                                                                                                                          
|     |     |                                                                                                                                                                                                                                                                                                                                                                          
|[  ] | (o) | an investment fund that distributes or has distributed
      its securities only to                                                                                                                                                                                                                                                                                      
|     |     |                                                                                                                                                                                                                                                                                                                                                                          
|     |     | (i)      a person that is or was
      an accredited investor at the time of the distribution;                                                                                                                                                                                                                                                                           

---

- 2 -

| | (ii)  | a person that acquires or acquired securities in the
      circumstances referred to in Sections 2.10 [Minimum amount
      investment], and 2.19 [Additional investment in investment
      funds] of NI 45-106; OR
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                     
| | (iii) | a person described in paragraph (i) or (ii) that acquires
      or acquired securities under Section 2.18 [Investment fund
      reinvestment] of NI 45-106;                                                        

|[  ] | (p) | an investment fund that distributes or has distributed
      securities under a prospectus in a jurisdiction of Canada for which the
      regulator or, in Québec, the securities regulatory authority, has issued a
      receipt;                                                                                                                                     
|---- | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |     |                                                                                                                                                                                                                                                                                                                                                                          
|[  ] | (q) | a trust company or trust corporation registered or
      authorized to carry on business under the Trust and Loan
      Companies Act(Canada) or under comparable legislation in a
      jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a
      fully managed account managed by the trust company or trust corporation,
      as the case may be;
|     |     |                                                                                                                                                                                                                                                                                                                                                                          
|[  ] | (r) | a person acting on behalf of a fully managed account
      managed by that person, if that person                                                                                                                                                                                                                                                                        

| | (i)  | is registered or authorized to carry on business as an
      adviser or the equivalent under the securities legislation of a
      jurisdiction of Canada or a foreign jurisdiction; and
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                         
| | (ii) | in Ontario, is purchasing a security that is not a
      security of an investment fund;                                                                                                

|[  ] | (s) | a registered charity under the Income Tax Act(Canada) that, in regard to the trade, has obtained advice from an
      eligibility adviser or an adviser registered under the securities
      legislation of the jurisdiction of the registered charity to give advice
      on the securities being traded;
|---- | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |     |                                                                                                                                                                                                                                                                                                             
|[  ] | (t) | an entity organized in a foreign jurisdiction that is
      analogous to any of the entities referred to in paragraphs (f) to (i) or
      paragraph (n) in form and function;                                                                                                                              
|     |     |                                                                                                                                                                                                                                                                                                             
|[  ] | (u) | an investment fund that is advised by a person registered
      as an adviser or a person that is exempt from registration as an adviser;
      or                                                                                                                                                          
|     |     |                                                                                                                                                                                                                                                                                                             
|[  ] | (v) | a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Québec, the
      regulator as                                                                                                                                                             

| | (i)  | an accredited investor; or                                                                
| | ---- | ------------------------------------------------------------------------------------------
| |      |                                                                                           
| | (ii) | an exempt purchaser in Alberta or British Columbia after
      NI 45-106 comes into force;

For the purposes hereof:

(a)         
 Canadian financial institution means

(i)           an
association governed by the Cooperative Credit Associations Act (Canada)
or a central cooperative credit society for which an order has been made under
section 473(1) of the Cooperative Credit Associations Act (Canada),
or

(ii)           a
bank, loan corporation, trust company , trust corporation, insurance company,
treasury branch, credit union, caisse populaire, financial services cooperative,
or league that, in each case, is authorized by an enactment of Canada or a
jurisdiction of Canada to carry on business in Canada or a jurisdiction of
Canada;

(b)          
control person has the meaning ascribed to that term in securities
legislation except Ontario where control person means any person that
holds or is one of a combination of persons that hold

---

- 3 -

(i)           a
sufficient number of any of the securities of an issuer so as to affect
materially the control of the issuer, or

(ii)           more
than 20% of the outstanding voting securities of an issuer except where there is
evidence showing that the holding of those securities does not affect materially
the control of that issuer;

(c)          
eligibility adviser means a person that is registered as an investment
dealer or in an equivalent category of registration under the securities
legislation of the jurisdiction of a purchaser and authorized to give advice
with respect to the type of security being distributed;

(d)           executive
officer means, for an issuer, an individual who is

(i)           a
chair, vice-chair or president,

(ii)           a
vice-president in charge of a principal business unit, division or function
including sales, finance or production,

(iii)          
an officer of the issuer or any of its subsidiaries and who performs a
policy-making function in respect of the issuer, or

(iv)           performing
a policy-making function in respect of the issuer;

(e)          
financial assets means (i) cash, (ii) securities or (iii) a contract of
insurance, a deposit or an evidence of a deposit that is not a security for the
purposes of securities legislation;

(f)           founder
means, in respect of an issuer, a person who,

(i)           acting
alone, in conjunction or in concert with one or more persons, directly or
indirectly, takes the initiative in founding, organizing or substantially
reorganizing the business of the issuer, and

(ii)          
at the time of the trade is actively involved in the business of the issuer;

(g)           fully
managed account means an account of a client for which a person makes the
investment decisions if that person has full discretion to trade in securities
for the account without requiring the client's express consent to a
transaction;

(h)           investment
fund has the meaning ascribed thereto in National Instrument 81-106 -
Investment Fund Continuous Disclosure;

(i)          
person includes (i) an individual,

(ii)           a
corporation,

(iii)          
a partnership, trust, fund and an association, syndicate, organization or other
organized group of persons, whether incorporated or not, and

(iv)           an
individual or other person in that person's capacity as a trustee, executor,
administrator or personal or other legal representative;

(j)          
related liabilities means

(i)           liabilities
incurred or assumed for the purpose of financing the acquisition or ownership of
financial assets, or

---

- 4 -

(ii)           liabilities
that are secured by financial assets.

(k)          
spouse means, an individual who,

(i)           is
married to another individual and is not living separate and apart within the
meaning of the Divorce Act (Canada), from the other individual,

(ii)          
is living with another individual in a marriage-like relationship, including a
marriage-like relationship between individuals of the same gender, or

(iii)          
in Alberta, is an individual referred to in paragraph (i) or (ii) immediately
above or is an adult interdependent partner within the meaning of the Adult
Interdependent Relationships Act (Alberta); and

(l)          
subsidiary means an issuer that is controlled directly or indirectly by
another issuer and includes a subsidiary of that subsidiary;

Affiliated Entities and Control

1.                    
An issuer is considered to be an affiliate of another issuer if one of them is a
subsidiary of the other, or if each of them is controlled by the same
person.

2.                     A
person (first person) is considered to control another person (second person)
if

(a)           the
first person, directly or indirectly, beneficially owns or exercises control or
direction over securities of the second person carrying votes which, if
exercised, would entitle the first person to elect a majority of the directors
of the second person, unless the first person holds the voting securities only
to secure an obligation,

(b)          
the second person is a partnership, other than a limited partnership, and the
first person holds more than 50% of the interests in the partnership, or

(c)           the
second person is a limited partnership and the general partner of the limited
partnership is the first person.

All monetary references are in Canadian Dollars

---

- 5 -

SCHEDULE II

REPRESENTATION LETTER

(FOR FAMILY, FRIENDS AND BUSINESS ASSOCIATES)

**TO:**                    **Trans-Orient
Petroleum Ltd. (the Corporation)**

In connection with the purchase of units of the Corporation
(Units) by the undersigned subscriber, or if applicable, the principal
on whose behalf the undersigned is purchasing as agent (the Subscriber
for the purposes of this Schedule II), the Subscriber hereby represents,
warrants, covenants and ratifies to the Corporation that:

|1. | The Subscriber is resident in or is subject to the laws
      of a Province of Canada other than Ontario;
|-- | ---------------------------------------------------------------------------------------------------------
|   |                                                                                                          
|2. | The Subscriber is purchasing the Units as principal for
      its own account;                           
|   |                                                                                                          
|3. | It is (please initial):                                                                                  

|___ | (a) | a founder, director, executive officer or control person
      of the Corporation, or of an affiliate of the Corporation; or                                                                                                                                                                
|--- | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |     |                                                                                                                                                                                                                                                                                             
|___ | (b) | a spouse, parent, grandparent, brother, sister or child
      of a founder, director, executive officer or control person of the
      Corporation, or of an affiliate of the Corporation; or                                                                                               
|    |     |                                                                                                                                                                                                                                                                                             
|___ | (c) | a parent, grandparent, brother, sister or child of the
      spouse of a director, senior officer or control person of the Corporation
      or of an affiliate of the Corporation; or                                                                                                      
|    |     |                                                                                                                                                                                                                                                                                             
|___ | (d) | a close personal friend of a founder, director, executive
      officer or control person of the Corporation, or of an affiliate of the
      Corporation, the details of whose relationship is as follows; or                                                                              
|    |     |                                                                                                                                                                                                                                                                                             
|    |     | Length of Relationship                                                                                                                                                                                                                                                                      
|    |     |                                                                                                                                                                                                                                                                                             
|    |     | Details of Relationship                                                                                                                                                                                                                                                                     
|    |     |                                                                                                                                                                                                                                                                                             
|___ | (e) | a close business associate of a founder, director,
      executive officer or control person of the Corporation, or of an affiliate
      of the Corporation, the details of whose relationship is as follows; or                                                                           
|    |     |                                                                                                                                                                                                                                                                                             
|    |     | Length of Relationship                                                                                                                                                                                                                                                                      
|    |     |                                                                                                                                                                                                                                                                                             
|    |     | Prior Business Dealings                                                                                                                                                                                                                                                                     
|    |     |                                                                                                                                                                                                                                                                                             
|    |     | Details of Relationship                                                                                                                                                                                                                                                                     
|    |     |                                                                                                                                                                                                                                                                                             
|___ | (f) | a person or company of which a majority of the voting
      securities are beneficially owned by, or a majority of the directors are,
      persons or companies described in paragraphs (a) to (e) (and in the case
      of paragraphs (d) or (e), the following information is provided):
|    |     |                                                                                                                                                                                                                                                                                             
|    |     | Length of Relationship                                                                                                                                                                                                                                                                      
|    |     |                                                                                                                                                                                                                                                                                             
|    |     | Prior Business Dealings (if applicable)                                                                                                                                                                                                                                                     

---

- 6 -

|    |     |                                                                                                                                                                                                                                                   
|--- | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |     | Details of Relationship                                                                                                                                                                                                                           
|    |     |                                                                                                                                                                                                                                                   
|___ | (g) | a trust or estate of which all of the beneficiaries or a
      majority of the trustees are persons or companies described in paragraphs
      (a) to (e) (and in the case of paragraphs (d) or (e), the following
      information is provided):
|    |     |                                                                                                                                                                                                                                                   
|    |     | Length of Relationship                                                                                                                                                                                                                            
|    |     |                                                                                                                                                                                                                                                   
|    |     | Prior Business Dealings (if
      applicable)                                                                                                                                                                                                     
|    |     |                                                                                                                                                                                                                                                   
|    |     | Details of Relationship                                                                                                                                                                                                                           

4.          
The Subscriber represents and warrants that it is not resident in
Saskatchewan.

5.          
For the purposes hereof, words and phrases used in this representation letter
and which are defined in NI 45-106 shall have the meaning ascribed thereto in NI
45-106.

6.          
Upon execution of this Schedule II by the Subscriber, this Schedule II shall be
incorporated into and form a part of the Subscription Agreement.

Dated: _______________________, 2006.

| |                          |                                                       
| | ------------------------ | ------------------------------------------------------
| | Print name of Subscriber
| |                          |                                                       
| | By:                      |                                                       
| |                          | Signature                                             
| |                          |                                                       
| |                          |                                                       
| |                          | Print name of Signatory (if different from Subscriber)
| |                          |                                                       
| |                          |                                                       
| |                          | Title                                                 



---

SCHEDULE III

CERTIFICATE OF U.S. PERSON

This form must be completed by United States
Subscribers.

A United States Subscriber is any person in the United States
or any U.S. person as defined in Regulation S under the United States
Securities Act of 1933, as amended (the U.S. Securities Act). This will
include (a) any natural person resident in the United States; (b) any
partnership or corporation organized or incorporated under the laws of the
United States; (c) any trust of which any trustee is a U.S. person; (d) any
partnership or corporation organized outside the United States by a U.S. person
principally for the purpose of investing in securities not registered under the
U.S. Securities Act of 1933, unless it is organized or incorporated, and owned,
by accredited investors who are not natural persons, estates or trusts; (e) any
estate of which any executor or administrator is a U.S. person.

The Subscriber covenants, represents and warrants Trans-Orient
Petroleum Ltd.(the Corporation) that:

(a)           it
understands that the Units, the Common Shares, the Warrants and the Warrant
Common Shares (collectively, the Securities) have not been and will not be
registered under the U.S. Securities Act and that the sale contemplated hereby
is being made in reliance on the exemption from such registration requirement
provided by Rule 506 of Regulation D and accordingly, the Units, the Common
Shares, the Warrants and the Warrant Shares will, upon issuance, be restricted
securities within the meaning of Rule 144(a)(3) of the U.S. Securities Act;

(b)           it
acknowledges that it has not purchased the Securities as a result of any form of
general solicitation or general advertising, as such terms are used in
Regulation D, including advertisements, articles, notices or other
communications published in any newspaper, magazine or similar media or
broadcast over radio, or television, or any seminar or meeting whose attendees
have been invited by general solicitation or general advertising;

(c)           it
understands and agrees that there may be material tax consequences to the
Subscriber of an acquisition, disposition or exercise of any of the Securities
and acknowledges that it is solely responsible for determining the tax
consequences to its investment in the Securities. The Issuer gives no opinion
and makes no representation with respect to the tax consequences to the
Subscriber under United States, state, local or foreign tax law of the
undersigneds acquisition or disposition of such securities. In particular, no
determination has been made whether the Corporation will be a passive foreign
investment company (PFIC) within the meaning of Section 1291 of the United
States Internal Revenue Code;

(d)           it
understands and agrees that the financial statements of the Corporation have
been prepared in accordance with Canadian generally accepted accounting
principles, which differ in some respects from United States generally accepted
accounting principles, and thus may not be comparable to financial statements of
United States companies;

(e)           it
understands and acknowledges that upon the issuance thereof, and until such time
as the same is no longer required under the applicable requirements of the U.S.
Securities Act or applicable state securities laws and regulations, the
certificates representing the Securities will bear a legend in substantially the
following form:

THE SECURITIES REPRESENTED HEREBY
[IF A WARRANT, INSERT:AND THE SECURITIES ISSUED UPON THE EXERCISE OF
THIS WARRANT]HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE U.S. SECURITIES ACT) OR ANY STATE SECURITIES
LAWS, AND MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE
CORPORATION (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF
REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE

---

- 2 -

EXEMPTION FROM REGISTRATION UNDER THE
U.S. SECURITIES ACT PROVIDED BY RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND
IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION
THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY
APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES
AND IT HAS, IN THE CASE OF EACH OF (C) AND (D), PRIOR TO SUCH TRANSFER FURNISHED
TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND
SUBSTANCE SATISFACTORY TO THE CORPORATION.

In addition to the foregoing legend,
the Common Shares and any Warrant Shares will bear the following legend:

THE PRESENCE OF THIS LEGEND MAY
IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT GOOD DELIVERY OF THE
SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE. A CERTIFICATE
WITHOUT A LEGEND MAY BE OBTAINED FROM THE REGISTRAR AND TRANSFER AGENT OF THE
CORPORATION IN CONNECTION WITH A SALE OF THE SECURITIES REPRESENTED HEREBY AT A
TIME WHEN THE CORPORATION IS A FOREIGN ISSUER AS DEFINED IN REGULATION S UNDER
THE U.S. SECURITIES ACT, UPON DELIVERY OF THIS CERTIFICATE, AN EXECUTED
DECLARATION AND, IF REQUESTED BY THE CORPORATION OR THE TRANSFER AGENT, AN
OPINION OF COUNSEL OF RECOGNIZED STANDING, EACH IN FORM SATISFACTORY TO THE
TRANSFER AGENT OF THE CORPORATION AND THE CORPORATION, TO THE EFFECT THAT SUCH
SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE
904 OF REGULATION S UNDER THE U.S. SECURITIES ACT.;

If the securities are being sold
outside the United States in compliance with the requirements of Rule 904 of
Regulation S at a time when the Corporation is a foreign issuer as defined in
Regulation S at the time of sale, the legends set forth above may be removed by
providing an executed declaration to the registrar and transfer agent of the
Corporation, in substantially the forms set forth as Appendix A to Schedule V
hereto (or in such other forms as the Corporation may prescribe from time to
time) and, if requested by the Corporation or the transfer agent, an opinion of
counsel of recognized standing in form and substance satisfactory to the
Corporation and the transfer agent to the effect that such sale is being made in
compliance with Rule 904 of Regulation S; and provided, further, that, if any
Common Shares, Warrants or Warrant Shares, if any, are being sold otherwise than
in accordance with Regulation S and other than to the Corporation, the legend
may be removed by delivery to the registrar and transfer agent and the
Corporation of an opinion of counsel, of recognized standing reasonably
satisfactory to the Corporation, that such legend is no longer required under
applicable requirements of the U.S. Securities Act or state securities laws.

(f)           it
consents to the Corporation making a notation on its records or giving
instruction to the registrar and transfer agent of the Corporation in order to
implement the restrictions on transfer set forth and described herein;

(g)           if
an individual, it is a resident of the state or other jurisdiction listed in its
address on the signature page of the Subscription Agreement, or if the
Subscriber is not an individual, the office of the Subscriber at which the
Subscriber received and accepted the offer to purchase the Units is the address
listed on the signature page of the Subscription Agreement.

(h)           it
has such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of an investment in the Securities
and it is able to bear the economic risk of loss of its entire investment;

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- 3 -

(i)          
the Corporation has provided to it the opportunity to ask questions and receive
answers concerning the terms and conditions of the offering and it has had
access to such information concerning the Corporation as it has considered
necessary or appropriate in connection with its investment decision to acquire
the Securities;

(j)           it
is acquiring the Securities for its own account, for investment purposes only
and not with a view to any resale, distribution or other disposition of the
Securities in violation of the United States securities laws;

(k)           if
it decides to offer, sell or otherwise transfer any of the Securities, it will
not offer, sell or otherwise transfer any of such Securities directly or
indirectly, unless

(i)          
the sale is to the Corporation;

(ii)          
the sale is made outside the United States in a transaction meeting the
requirements of Rule 904 of Regulation S under the U.S. Securities Act and in
compliance with applicable local laws and regulations;

(iii)          
the sale is made pursuant to the exemption from the registration requirements
under the U.S. Securities Act provided by Rule 144 thereunder and in accordance
with any applicable state securities or Blue Sky laws; or

(iv)          
the Securities are sold in a transaction that does not require registration
under the U.S. Securities Act or any applicable state laws and regulations
governing the offer and sale of securities,

and, in the case of clauses (iii) or
(iv) above, it has prior to such sale furnished to the Corporation an opinion of
counsel or other evidence of exemption in form and substance reasonably
satisfactory to the Corporation;

(l)           it
understands and agrees that the Warrants may not be exercised in the United
States or by or on behalf of a U.S. Person or a person in the United States
unless registered under the U.S. Securities Act and any applicable state
securities laws or unless an exemption from such registration requirements is
available and that certificates representing the Warrants will bear a legend to
the following effect in addition to the legend stated in clause (e) of above

THIS WARRANT AND THE SECURITIES
ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE U.S. SECURITIES ACT), OR THE
SECURITIES LAWS OF ANY STATE. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED
STATES OR BY OR ON BEHALF OF A PERSON IN THE UNITED STATES OR A U.S. PERSON
UNLESS THE WARRANT AND THE UNDERLYING SECURITIES HAVE BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE
OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THE TERMS
"UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN THEM UNDER REGULATION
S PROMULGATED PURSUANT TO THE U.S. SECURITIES ACT

(m)           it
understands that any person who exercises any Warrants to acquire Warrant Shares
will be required to provide to the Corporation one of the following:

| | a. | (A) a written certification that the holder (I) at the
      time of the exercise of the Warrants is not in the United States; (II) is
      not a U.S. Person and is not exercising the Warrants on behalf of a U.S.
      Person; and (III) did not execute or deliver the exercise form for the
      Warrants in the United States; and (B) if requested by the Corporation or
      the Corporations transfer agent, an opinion of counsel of recognized
      standing, in form and substance satisfactory to the Corporation's transfer
      agent and
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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- 4 -

| |    | the Corporation, to the effect that an exclusion from the
      registration requirements of the U.S. Securities Act is available for the
      issue of the Warrant Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | b. | (A) a written certification that the holder (I) purchased
      Units directly from the Corporation for its own account pursuant to a
      written subscription agreement for the purchase of the Units; (II) is
      exercising the Warrants solely for its own account; (III) was an
      Accredited Investor, both on the date the Units were purchased from the
      Corporation and on the date of the exercise of the Warrants; and (B) if
      requested by the Corporation or the Corporations transfer agent, an
      opinion of counsel of recognized standing, in form and substance
      satisfactory to the Corporation's transfer agent and the Corporation, to
      the effect that an exemption from the registration requirements of the
      U.S. Securities Act and applicable state securities laws is available for
      the issue of the Warrant Shares; or
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | c. | a written opinion of counsel of recognized standing in
      form and substance satisfactory to the Corporation to the effect that an
      exemption from the registration requirements of the U.S. Securities Act
      and applicable state securities laws is available for the issue of the
      Warrant Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

(n)           it
understands that the Corporation is under no obligation to remain a foreign
issuer (as defined in Regulation S) and may not be a foreign issuer at a time
when the Subscriber wishes to transfer the Units, the Common Shares, the
Warrants or Warrant Shares, in any;

(o)           it
understands that the Corporation is not obligated to file and has no present
intention of filing with the U.S. Securities and Exchange Commission or with any
state securities administrator any registration statement in respect of resales
of the Securities in the United States; and

(p)           it
is an accredited investor as defined in Regulation D by virtue of satisfying
one or more of the categories indicated below (please place your initials on the
appropriate line(s)):

|_______ | Category 1. | A bank, as defined in Section 3(a)(2) of the U.S.
      Securities Act, whether acting in its individual or fiduciary capacity; or                                                                                                              
|------- | ----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |             |                                                                                                                                                                                                                                                 
|_______ | Category 2. | A savings and loan association or other institution as
      defined in Section 3(a)(5)(A) of the U.S. Securities Act, whether acting
      in its individual or fiduciary capacity; or                                                         
|        |             |                                                                                                                                                                                                                                                 
|_______ | Category 3. | A broker or dealer registered pursuant to Section 15 of
      the Securities Exchange Act of 1934; or                                                                                                                                           
|        |             |                                                                                                                                                                                                                                                 
|_______ | Category 4. | An insurance company as defined in Section 2(13) of the
      U.S. Securities Act; or                                                                                                                                                           
|        |             |                                                                                                                                                                                                                                                 
|_______ | Category 5. | An investment company registered under the Investment
      Issuer Act of 1940; or                                                                                                                                                              
|        |             |                                                                                                                                                                                                                                                 
|_______ | Category 6. | A business development company as defined in Section
      2(a)(48) of the Investment Issuer Act of 1940; or                                                                                                                                    
|        |             |                                                                                                                                                                                                                                                 
|_______ | Category 7. | A small business investment company licensed by the U.S.
      Small Business Administration under Section 301(c) or (d) of the
      Small Business Investment Act of 1958; or                                                                 
|        |             |                                                                                                                                                                                                                                                 
|_______ | Category 8. | A plan established and maintained by a state, its
      political subdivision or any agency or instrumentality of a state or its
      political subdivisions, for the benefit of its employees, with assets in
      excess of US$5,000,000; or

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- 5 -

|_______ | Category 9.  | An employee benefit plan within the meaning of the
      Employee Retirement Income Security Act of 1974in which the
      investment decision is made by a plan fiduciary, as defined in Section
      3(21) of such Act, which is either a bank, savings and loan association,
      insurance company or registered investment advisor, or an employee benefit
      plan with total assets in excess of US$5,000,000 or, if a self-directed
      plan, the investment decisions are made solely by persons who are
      accredited investors; or
|------- | ------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|_______ | Category 10. | A private business development company as defined in
      Section 202(a)(22) of the Investment Advisors Act of 1940; or                                                                                                                                                                                                                                                                                                                                                                                                                              
|        |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|_______ | Category 11. | An organization described in Section 501(c)(3) of the
      Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust, or a partnership, not formed for the specific
      purpose of acquiring the Units, with total assets in excess of
      US$5,000,000; or                                                                                                                                                                                                                                                          
|        |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|_______ | Category 12. | A director, executive officer or general partner of the
      Corporation; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|_______ | Category 13. | A natural person whose individual net worth, or joint net
      worth with that persons spouse, at the time of this purchase exceeds
      US$1,000,000; or                                                                                                                                                                                                                                                                                                                                                                                          
|        |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|_______ | Category 14. | A natural person who had an individual income in excess
      of US$200,000 in each year of the two most recent years or joint income
      with that persons spouse in excess of US$300,000 in each of those years
      and has a reasonable expectation of reaching the same income level in the
      current year; or                                                                                                                                                                                                                           
|        |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|_______ | Category 15. | A trust, with total assets in excess of US$5,000,000, not
      formed for the specific purpose of acquiring the securities offered, whose
      purchase is directed by a sophisticated person as described in SEC Rule
      506(b)(2)(ii); or                                                                                                                                                                                                                                                                                                      
|        |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|_______ | Category 16. | An entity in which each of the equity owners meets the
      requirements of one of the above categories.                                                                                                                                                                                                                                                                                                                                                                                                                                             

ONLY UNITED STATES SUBSCRIBERS NEED TO COMPLETE AND
SIGN

|___________________________________________________________
|-----------------------------------------------------------
|Date                                                       
|                                                           
|___________________________________________________________
|Duly authorized signatory for Subscriber                   
|                                                           
|___________________________________________________________
|(Print name of Subscriber)                                 

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Appendix A to Schedule III CERTIFICATE OF U.S.
PERSON

Form of Declaration for Removal of Legend



TO: _______Registrar and transfer agent for the shares of
TRANS-ORIENT PETROLEUM LTD.(the Corporation).

The undersigned (A) acknowledges that the sale of the
securities of the Corporation to which this declaration relates is being made in
reliance on Rule 904 of Regulation S under the United States Securities Act of
1933, as amended (the U.S. Securities Act), and (B) certifies that (1) the
undersigned is not an affiliate of the Corporation (as that term is defined in
Rule 405 under the U.S. Securities Act); (2) the offer of such securities was
not made to a person in the United States and either (a) at the time the buy
order was originated, the buyer was outside the United States, or the seller and
any person acting on its behalf reasonably believed that the buyer was outside
the United States, or (b) the transaction was executed on or through the
facilities of the TSX and neither the seller nor any person acting on its behalf
knows that the transaction has been prearranged with a buyer in the United
States; (3) neither the seller nor any affiliate of the seller nor any person
acting on their behalf has engaged or will engage in any directed selling
efforts in the United States in connection with the offer and sale of such
securities; (4) the sale is bona fide and not for the purpose of washing off
the resale restrictions imposed because the securities are restricted
securities (as that term is defined in Rule 144(a)(3) under the U. S.
Securities Act); (5) the seller does not intend to replace such securities with
fungible unrestricted securities; and (6) the contemplated sale is not a
transaction, or part of a series of transactions, which, although in technical
compliance with Regulation S, is part of a plan or scheme to evade the
registration provisions of the U. S. Securities Act. Terms used herein have the
meanings given to them by Regulation S under the U.S. Securities Act.

Dated _______________ 2006_.

| | **X**                                                          |                                                              
| | -------------------------------------------------------------- | -------------------------------------------------------------
| |                                                                | Signature of individual (if Purchaser isan
      individual) 
| |                                                                |                                                              
| | **X**                                                          |                                                              
| |                                                                | Authorized signatory (if Purchaser is notan
      individual)
| |                                                                |                                                              
| |                                                                |                                                              
| | Name of Purchaser (please print)                              
| |                                                                |                                                              
| |                                                                |                                                              
| | Name of authorized signatory (please print)                   
| |                                                                |                                                              
| |                                                                |                                                              
| | Official capacity of authorized signatory (please
      print)



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