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ADDENDUM OF CONSULTING AGREEMENT

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

BETWEEN:

| | TRANS-ORIENT PETROLEUM LTD., a company
      duly                        
| | -------------------------------------------------------------------------
| | continued under the laws of British Columbia
      and having a          
| | registered office located at Suite 1500  1055
      West Georgia Street,
| | Vancouver, British Columbia V7E 4N6                                      
| |                                                                          
| | (the Company)                                                          

AND:

| | DAVID JOHN BENNETT, Ph.D., Consultant,
      having an address
| | --------------------------------------------------------------
| | at <> Makara, Wellington, New Zealand                         
| |                                                               
| | (the Consultant)                                            

WHEREAS:

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

B.      The parties have agreed to
amend the Consulting Agreement (the Addendum).

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

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

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

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

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

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

|B. | TRANS-ORIENT PETROLEUM LTD. |                  
|-- | --------------------------- | -----------------
|   |                             |                  
|C. | Per:                        | /s/ Peter Loretto
|   | Authorized Signatory        |                  
|D. |                             |                  

|SIGNED, SEALED AND DELIVERED by       | ) |                       
|------------------------------------- | - | ----------------------
|DAVID JOHN BENNETTin the presence of: | ) |                       
|                                      | ) |                       
|                                      | ) |                       
|/s/ Keren Barbara Witt                | ) | /s/ David John Bennett
|Witness                               | ) | DAVID JOHN BENNETT    
|                                      | ) |                       
|                                      | ) |                       
|Name                                  | ) |                       
|                                      | ) |                       
|                                      | ) |                       
|                                      | ) |                       
|Address                               | ) |                       
|                                      | ) |                       
|                                      | ) |                       
|                                      | ) |                       
|                                      | ) |                       

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