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DIRECTORS COMPENSATION AND INDEMNITY AGREEMENT

THIS AGREEMENTdated for reference this 1stday of November, 2007 (the Effective Date).

BETWEEN:

| | TRANS-ORIENT PETROLEUM LTD., a company                             
| | -------------------------------------------------------------------
| | incorporated under the laws of British Columbia
      and having an
| | office at Suite 1407, 1050 Burrard Street,
      Vancouver, British
| | Columbia V6Z 2S3                                                   
| |                                                                    
| | (the Company)                                                    

AND:

| | ALEX GUIDIresiding at <>
      Vancouver, B.C.                       
| | ---------------------------------------------------------------------
| |                                                                      
| | (the Indemnitee)                                                   
| |                                                                      
| | (the Company and the Indemnitee may
      collectively be referred to
| | as the Parties and individually as a
      Party).               

WHEREAS:

(A) The Indemnitee has been serving as a director of the
Company since October 17, 2007; and

(B) The Company has agreed to provide this indemnity to the
Indemnitee.

NOW THEREFORE,in consideration of the Indemnitee so
acting as a director of the Company, the Company hereby covenants and agrees
with the Indemnitee as follows:

Definitions

In this Agreement, unless there is something in the subject
matter or context inconsistent therewith, the following terms will have the
following meanings respectively:

Act means the Business
Corporations Act(British Columbia),as amended from time to
time;

Action means any suit, action
or proceeding, including any appeal, before any court or other tribunal in which
a Claim is made or advanced against the Indemnitee;

Claim means any claim,
liability, loss, damage, cost, charge, expense, fine or penalty;

Settlement means an agreement
to settle or compromise a Claim or an Action; and

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Subsidiary means a company
that is controlled by:

the Company;

the Company and one or more other
companies;

two or more companies controlled
by the Company;

or a subsidiary of a subsidiary of the
Company.

Interpretation

For the purposes of this Agreement, references to other
enterprises include, without limitation, employee benefit plans; references
to fines include any excise taxes assessed on a person with respect to
any employee benefit plan; references to serving at the request of the
Company include, without limitation, any service as a director, employee or
agent of the Company which imposes duties on, or involves services by, such
director, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries.

Commencement

Notwithstanding its date of execution and delivery, the term of
this Agreement shall be conclusively deemed to commence on the Effective
Date.

Confidential Information

The Indemnitee covenants and agrees that all records, material,
information and copies thereof concerning the business affairs of the Company
obtained by the Indemnitee, in the course of acting as a director or officer of
the Company, shall remain the exclusive property of the Company.

During the term of this Agreement and following its
termination, except to the extent required by applicable law or order of any
court or governmental department, body, commission, board, bureau, agency or
instrumentality, the Indemnitee shall not divulge the contents of such records
or any such material or information to any person other than to the Company or
its qualified employees, agents and professional advisors and the Indemnitee
shall not use the contents of such records, material and information for any
purpose whatsoever, except to enable the Indemnitee to act as a director of the
Company under this Agreement, until such information is made public by the
Company.

Indemnity

The Company hereby irrevocably agrees, to the maximum extent
permitted by applicable law, to indemnify and save harmless the Indemnitee:

from and against any and all Claims and
Actions, whether civil, criminal, quasi-criminal or administrative, and whether
actually instituted or threatened, of every nature and kind whatsoever made or
brought at any time against the Indemnitee by reason that the Indemnitee is or
was a director, officer, or employee of the Company or a Subsidiary, whether
made or brought by the Company, by any shareholder or employee of the Company,
by any person, firm, company or government within or outside Canada, or by any
governmental department, body, commission, board, bureau, agency or
instrumentality, arising out of or in any way connected with any act or omission
by the Indemnitee, or of the Company or a Subsidiary or the management,
operation or

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existence of the Company or a
Subsidiary including all proceedings and prosecutions, whether civil, criminal,
quasi-criminal or administrative; and

from and against any and all
liabilities, losses, damages, costs, charges, expenses, fines and penalties
which the Indemnitee sustains or incurs, including any amount paid to settle a
Claim, Action or prosecution or to satisfy a judgment or verdict, by reason that
the Indemnitee is or was a director, officer or employee of the Company or a
Subsidiary (including but not limited to attorneys fees and amounts paid to
settle any action, satisfy any judgment or pay any fines or penalties, and
including any costs, charges, expenses and attorneys fees Indemnitee may incur
in enforcing this Agreement (collectively Expenses)).

Advances of Expenses

To the maximum extent permitted by applicable law, Expenses
incurred by Indemnitee in connection with any Claims and Actions shall be paid
by the Company in advance upon the final disposition of such Claims and Actions,
provided that the Company receives a written undertaking from the director to
repay any amount to the extent that it is ultimately determined that Indemnitee
is not entitled to indemnity therefor. It shall not be necessary for Indemnitee
to pay such Expenses and then seek reimbursement, but Indemnitee may provide
bills and statements of account to the Company for direct payment by the
Company.

Notice of Claim

Indemnitee shall notify the Company in writing of any Claim or
Action against him for which indemnification will or could be sought under this
Agreement at the address set forth on the first page of this Agreement (or such
other addresses as provided by notice given as aforesaid). In addition,
Indemnitee shall give the Company such information and cooperation as it may
reasonably require and as shall be within Indemnitees power and at such times
and places are convenient for Indemnitee.

Defence

Any right to indemnification conferred by the Company pursuant
to this Agreement will include the right to be paid by the Company for the
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the Act requires, the payment of such
expenses incurred by the Indemnitee in his or her capacity as a director (and
not in any other capacity in which service was or is rendered by the Indemnitee
while a director, including, without limitation, service to an employee benefit
plan) in advance of the final disposition of a proceeding, will be made only
upon delivery to the Company of an undertaking, by or on behalf of the
Indemnitee, to repay all amounts so advanced if it will ultimately be determined
that the Indemnitee is not entitled to be indemnified under this Agreement or
otherwise. The Company will also indemnify and hold harmless as aforesaid the
Indemnitee by reason of the fact that he is or was serving as an agent of the
Company.

With respect to a Claim or Action for which the Company is
obligated to indemnify the Indemnitee hereunder, the Company may conduct
negotiations toward the Settlement and, with the written consent of the
Indemnitee, make such Settlement as it deems expedient; provided, however, that
the Indemnitee shall not be required, as part of any post-Settlement, to admit
liability or agree to indemnify the Company in respect of, or make contribution
to, any compensation or other payment for which provision is made under the
Settlement. The Company shall pay any compensation or other payment for which
provision is made by such Settlement.

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With respect to a Claim or Action for which the Company is
obliged to indemnify the Indemnitee hereunder, if the Indemnitee shall fail to
give his/her consent to the terms of a proposed Settlement which is otherwise
acceptable to the Company and the claimant and which otherwise meets the
requirements of Section 10, the Company may require the Indemnitee to negotiate
or defend the Claim or Action independently of the Company and in such event any
amount recovered by such claimant in excess of the amount for which Settlement
could have been made by the Company will not be recoverable under this
Agreement, it being further agreed by the Parties that the Company will only be
responsible for legal fees and costs up to the time at which such Settlement
could have been made.

Tax Gross Up

If the Canada Revenue Agency or any provincial taxing
authority, or the United States Internal Revenue Service or any state taxing
authority, assesses the Indemnitee on the basis that any indemnity payment
received must be included in computing the Indemnitees income for tax purposes,
then, unless the Company elects to dispute such assessment at its expense and is
successful in reversing the assessment, the Company will make an additional
payment or payments from time to time, at such times in such amounts as will
ensure the Indemnitee is not out-of-pocket, to the Indemnitee to fully ensure
that, taking into account any income inclusion required in respect of any
indemnity payment or such additional payment or payments, the Indemnitee is
after receiving such additional payment or payments, fully compensated for any
actual tax liability (including any interest or penalty), or for the use of
losses, deductions, credits or similar amounts used in offsetting an income
inclusion or other assessed amounts relating to any indemnity payment or to any
additional payment made under this Agreement.

Enforcement of Claim

If any claim arising from any right to indemnification
conferred by the Company pursuant to §6, §7 and §9 is not paid in full by the
Company within thirty (30) days after a written claim has been received by the
Company, the Indemnitee may, at any time thereafter, bring suit against the
Company to recover the unpaid amount of the claim and, if successful in whole or
in part, the Indemnitee will be entitled to be paid also the expense of
prosecuting such claim.

The Company will have no obligation to indemnify or save
harmless the Indemnitee in respect of any liability for which he/she is entitled
to be indemnified pursuant to any valid and collectible policy of insurance.
Where partial indemnity is provided by such policy, the obligation of the
Company under §6, §7 and §9 will be limited to that portion of the liability for
which indemnification is not provided by such policy. The foregoing
notwithstanding, to the extent that the Indemnitee has purchased any such
insurance and has not been reimbursed therefor by any person, the obligation of
the Company hereunder shall be primary to such insurance.

Insurance

The Company may, but is not required, to maintain insurance, at
its expense, to protect itself and the Indemnitee against any expense, liability
or loss referred to in this Agreement, whether or not the Company would have the
power to indemnify the Indemnitee against such expense, liability or loss under
the Act.

Compensation for Services as a Director

The Company will compensate the Indemnitee for services as a
director provided to the Company by the Indemnitee (the Services) for so long
as he is a director of the Company in an amount equal to US$5,000 per month (the
Fee), payable monthly to Pacific Reach Management Ltd. The Indemnitee

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hereby acknowledges that he is responsible for remitting his
own taxes and any contributions required by law to be remitted in connection
with the Fee, and the Company, the board of directors of the Company (the
Board) and management will have no responsibility in respect of any failure by
the Indemnitee to properly remit such amounts when due, and the Indemnitee
agrees to indemnify and save the Company, its Board and management harmless from
and against assessments, losses or penalties actually incurred by the Company in
this respect.

The Indemnitee will be reimbursed for all reasonable travel and
other out-of-pocket expenses actually and properly incurred by the Indemnitee
from time to time in connection with carrying out the Services hereunder. For
all such expenses the Indemnitee will supply the Company with appropriate
invoices or statements in respect of which the Indemnitee seeks
reimbursement.

Termination of Compensation for Services as a Director

The Board may approve the termination of the Fee for the
Services at any time for any cause or reason, or without any cause or reason,
and the Company will give the Indemnitee one (1) month prior written notice of
such termination.

In the event of the termination of the Fee for the Services by
the Company, the Indemnitee will be entitled to payment for the performance of
all Services provided under this Agreement up to the date of the expiry of the
one (1) month prior written notice of such termination.

Indemnification Deemed a Contract

All rights to indemnification under this Agreement will be
deemed to be a contract between the Company and the Indemnitee pursuant to which
the Company and the Indemnitee intend to be legally bound. The Company hereby
agrees that it will not amend its Articles or By-laws in any way that will be
inconsistent with this Agreement.

Amplification of Rights

The provisions of this Agreement are in amplification of or in
addition to, and not by way of limitation of or substitution for, any rights,
immunities or protection conferred on any director, employee or agent of the
Company by the Act or any other applicable law or statute, the Articles of the
Company, or otherwise.

Survival; Heirs and Successors

The indemnification and advancement of expenses provided by, or
granted pursuant to, this Agreement will continue if the Indemnitee ceases to be
a director, employee or agent of the Company for any Claims or Actions arising
out of Indemnitees relationship with the Company and notwithstanding a Claim is
made or Action filed or threatened after the Indemnity terminates such
relationship and will enure to the benefit of the heirs, executors and
administrators of the Indemnitee.

Resignations Will Not Be Prevented

Nothing contained in this Agreement shall prevent the
Indemnitee from resigning at any time from any office that the Indemnitee holds
with the Company or otherwise holds at the request of the Company.

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Amendments and Modifications

No amendment, modification, supplement, termination or waiver
of any provision of this Agreement will be effective unless in writing signed by
the Parties and then only in the specific instance and for the specific purpose
given.

Governing Law; Dispute Resolution; Burden of Proof

This Agreement shall be construed and
interpreted in accordance with and governed by the laws of the Province of
British Columbia, Canada and the federal laws of Canada applicable therein.

In the event of any dispute regarding
the application or interpretation or enforcement of this Agreement, the parties
hereby submit to the non-exclusive jurisdiction of the courts located in the
Province of British Columbia in respect of any suit, action, proceeding or
counterclaim. Any costs of such litigation, including attorneys fees and
expenses for Indemnitee and the Company shall be paid by the Company.

If there is any dispute as to whether
Indemnitee is entitled to indemnity for any amount hereunder, the parties agree
that the Company shall be required to assume the burden of proof that Indemnitee
is not entitled to indemnity hereunder.

Severability

Each provision of this Agreement is intended to be severable,
and the unenforceability or invalidity of any provision under any applicable law
will not affect the enforceability or validity of the remainder of this
Agreement in so far as such law is applicable, or of this entire Agreement in so
far as such law is not applicable.

Notice

Any notice, request, direction or other instrument required or
permitted to be given hereunder by any Party to the other will be deemed to be
well and sufficiently given if in writing and delivered by registered mail or by
hand (including commercial courier service) to the applicable Party at the
applicable address set out in the first page of this Agreement or to such other
address as is specified by the particular Partys notice to the other Party.

Entire Agreement

This Agreement constitutes the entire agreement between the
Parties and supersedes and replaces all prior negotiations, written or oral
understandings and agreements made between the Parties with respect to
compensation and indemnity.

Counterparts

This Agreement may be executed in several counterparts, each of
which when so executed shall be deemed to be an original and such counterparts
shall constitute one and the same instrument and notwithstanding the date of
execution shall be deemed to bear that date as first written above. A facsimile
copy of this Agreement signed by any Party in counterpart, shall be deemed to be
and shall constitute a properly executed, delivered and binding document of the
Parties so signing, notwithstanding the actual date of execution. Each of the
Parties further agrees to promptly return an original, duly executed counterpart
of this Agreement following the delivery of the facsimile copy thereof.

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IN WITNESS WHEREOF,this Agreement has been executed by
the Parties as of the day and year first above written.

TRANS-ORIENT PETROLEUM LTD.

|Per: | /s/ Peter Loretto               | 
|---- | ------------------------------- | 
|     | Peter Loretto, Director and CEO | 

|SIGNED, SEALED AND DELIVERED by | ) |               
|------------------------------- | - | --------------
|ALEX GUIDIin the presence of:   | ) |               
|                                | ) |               
|                                | ) |               
|/s/ Pino Perone                 | ) | /s/ Alex Guidi
|Witness                         | ) | ALEX GUIDI    
|                                | ) |               
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|Name                            | ) |               
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|Address                         | ) |               
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