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SUBSCRIPTION FOR UNITS

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

Dated for Reference August 10, 2006

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$0.35 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 common share purchase warrant (a Warrant), each whole Warrant
entitling the holder to acquire one common share of the Corporation (the
Warrant Shares) at a price of US$0.70 per share for a period of two
years 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.

|______________________________________________________(Name
      of Subscriber  please print) By:
      ______________________________________________________         (Authorized
      Signature)
      ______________________________________________________Official
      Capacity or Title - please print)
      ______________________________________________________(Please
      print name of individual whose signature appears above if different
      than the name of the subscriber printed above.)
      ______________________________________________________(Subscribers
      Address)
      ____________________________________________________________________________________________________________
      (Telephone Number)                                                          
      (E-mail Address) |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Number of Units:
      ______________________________________________________                                                                                                                                                                                                                                                                                                                                                    
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      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 the following and, if
      applicable, ensure that Schedule I is completed on behalf of
      such principal:
      ______________________________________________________(Name of
      Principal)
      ______________________________________________________
      (Principals Address)                                                          (E-mail
      Address)
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|Register the Units as set forth below:
      ______________________________________________________(Name)
      ______________________________________________________(Account
      reference, if applicable)
      ______________________________________________________(Address)
      ______________________________________________________                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Deliver the Units as set forth below:
      ______________________________________________________(Name)
      ______________________________________________________(Account
      reference, if applicable)
      ______________________________________________________(Contact
      Name)
      ______________________________________________________(Address)
      ______________________________________________________
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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 August
21st, 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.

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 Offering will consist of up to 5,000,000 Units, although
the Corporation may increase the size of the Offering in its sole discretion.
Each Unit will consist of one Common Share and one Warrant, each Warrant
entitling the holder to purchase a further Common Share for a period of two
years from the Closing Date, at a price of US$0.70, 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$1.25 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.

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

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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]

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

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(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

(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

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(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

(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

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(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 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

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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, or bank draft 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 at 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 Subscriber shall deliver to the Corporation
the completed Subscription Agreement, and the Aggregate Subscription Amount
against delivery by the Corporation of the certificates representing the Common
Shares and the Warrants.

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

---

- 8 -

(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.

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,

---

- 9 -

(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:                                                
| |                                                    
| |                                                    
| |                                                    
| |                                                    
| |                                                    
| |                                                    
| |                                                    

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 Petroluem 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:                                                      
| |                                                          
| |                                                          
| |                                                          
| |                                                          
| |                                                          
| |                                                          
| |                                                          

---

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

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- 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;

---

- 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 V

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 _______________200_.

| |                                                               
| | --------------------------------------------------------------
| | 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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