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TRANS-ORIENT PETROLEUM LTD. (the Corporation) AUDIT
COMMITTEE CHARTER

1. Mandate

The audit committee will assist the board of directors (the
Board) in fulfilling its financial oversight responsibilities. The audit
committee will review and consider in consultation with the auditors the
financial reporting process, the system of internal control and the audit
process. In performing its duties, the committee will maintain effective working
relationships with the Board, management, and the external auditors. To
effectively perform his or her role, each committee member must obtain an
understanding of the principal responsibilities of committee membership as well
and the Corporations business, operations and risks.

2. Composition

The Board will appoint from among their membership an audit
committee after each annual general meeting of the shareholders of the
Corporation. The audit committee will consist of a minimum of three
directors.

2.1 Independence

A majority of the members of the audit committee must not be
officers, employees or control persons of the Corporation.

2.2 Expertise of Committee Members

Each member of the audit committee must be financially literate
or must become financially literate within a reasonable period of time after his
or her appointment to the committee. At least one member of the committee must
have accounting or related financial management expertise. The Board shall
interpret the qualifications of financial literacy and financial management
expertise in its business judgment and shall conclude whether a director meets
these qualifications.

3. Meetings

The audit committee shall meet in accordance with a schedule
established each year by the Board, and at other times that the audit committee
may determine. The audit committee shall meet at least annually with the
Corporations Chief Financial Officer and external auditors in separate
executive sessions.

4. Roles and Responsibilities

The audit committee shall fulfill the following roles and
discharge the following responsibilities:

4.1 External Audit

The audit committee shall be directly responsible for
overseeing the work of the external auditors in preparing or issuing the
auditors report, including the resolution of disagreements between management
and the external auditors regarding financial reporting and audit scope or
procedures. In carrying out this duty, the audit committee shall:

(a) recommend to the Board the
external auditor to be nominated by the shareholders for the purpose of
preparing or issuing an auditors report or performing other audit, review or
attest services for the Corporation;

(b) review (by discussion and enquiry)
the external auditors proposed audit scope and approach;

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(c) review the performance of the
external auditors and recommend to the Board the appointment or discharge of the
external auditors;

(d) review and recommend to the Board
the compensation to be paid to the external auditors; and

(e) review and confirm the
independence of the external auditors by reviewing the non-audit services
provided and the external auditors assertion of their independence in
accordance with professional standards.

4.2 Internal Control

The audit committee shall consider whether adequate controls
  are in place over annual and interim financial reporting as well as controls
  over assets, transactions and the creation of obligations, commitments and liabilities
  of the Corporation. In carrying out this duty, the audit committee shall:

(a) evaluate the adequacy and effectiveness of managements
  system of internal controls over the accounting and financial reporting system
  within the Corporation; and

(b) ensure that the external auditors discuss with the
  audit committee any event or matter which suggests the possibility of fraud,
  illegal acts or deficiencies in internal controls.

4.3 Financial Reporting

The audit committee shall review the financial statements and
financial information prior to its release to the public. In carrying out this
duty, the audit committee shall:

General

(a) review significant accounting and
financial reporting issues, especially complex, unusual and related party
transactions; and

(b) review and ensure that the
accounting principles selected by management in preparing financial statements
are appropriate.

Annual Financial Statements

(c) review the draft annual financial
statements and provide a recommendation to the Board with respect to the
approval of the financial statements;

(d) meet with management and the
external auditors to review the financial statements and the results of the
audit, including any difficulties encountered; and

(e) review managements discussion
& analysis respecting the annual reporting period prior to its release to
the public.

Interim Financial
Statements

(f) review and approve the interim
financial statements prior to their release to the public; and

(g) review managements discussion
& analysis respecting the interim reporting period prior to its release to
the public.

Release of Financial
Information

(h) where reasonably possible, review
and approve all public disclosure, including news releases, containing financial
information, prior to its release to the public.

4.4 Non-Audit Services

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All non-audit services (being services other than services
rendered for the audit and review of the financial statements or services that
are normally provided by the external auditor in connection with statutory and
regulatory filings or engagements) which are proposed to be provided by the
external auditors to the Corporation or any subsidiary of the Corporation shall
be subject to the prior approval of the audit committee.

Delegation of Authority

(a) The audit committee may delegate
to one or more independent members of the audit committee the authority to
approve non-audit services, provided any non-audit services approved in this
manner must be presented to the audit committee at its next scheduled meeting.

De-Minimis Non-Audit
Services

(b) The audit committee may satisfy
the requirement for the pre-approval of non-audit services if:

(i) the aggregate amount of all
non-audit services that were not pre-approved is reasonably expected to
constitute no more than five per cent of the total amount of fees paid by the
Corporation and its subsidiaries to the external auditor during the fiscal year
in which the services are provided; or

(ii) the services are brought to the
  attention of the audit committee and approved, prior to the completion of the
  audit, by the audit committee or by one or more of its members to whom authority
  to grant such approvals has been delegated.

Pre-Approval Policies and
Procedures

(c) The audit committee may also satisfy
  the requirement for the pre-approval of non-audit services by adopting specific
  policies and procedures for the engagement of non-audit services, if:

(i) the pre-approval policies and procedures
  are detailed as to the particular service;

(ii) the audit committee is informed
  of each non-audit service; and

(iii) the procedures do not include
  delegation of the audit committee's responsibilities to management.

4.5 Other Responsibilities

The audit committee shall:

(a) establish procedures for the
receipt, retention and treatment of complaints received by the Corporation
regarding accounting, internal accounting controls, or auditing matters;

(b) establish procedures for the
confidential, anonymous submission by employees of the Corporation of concerns
regarding questionable accounting or auditing matters;

(c) ensure that significant findings
and recommendations made by management and external auditor are received and
discussed on a timely basis;

(d) review the policies and procedures
in effect for considering officers expenses and perquisites; (e) perform other
oversight functions as requested by the Board; and

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(f) review and update this Charter and
receive approval of changes to this Charter from the Board.

4.6 Reporting
Responsibilities

The audit committee shall regularly update the Board about
committee activities and make appropriate recommendations.

5. Resources and Authority of the Audit Committee

The audit committee shall have the resources and the authority
appropriate to discharge its responsibilities, including the authority to

(a) engage independent counsel and
other advisors as it determines necessary to carry out its duties;

(b) set and pay the compensation for
any advisors employed by the audit committee; and

(c) communicate directly with the
internal and external auditors.

6. Guidance  Roles & Responsibilities

The following guidance is intended to provide the Audit
Committee members with additional guidance on fulfilment of their roles and
responsibilities on the committee:

6.1 Internal Control

(a) evaluate whether management is
setting the goal of high standards by communicating the importance of internal
control and ensuring that all individuals possess an understanding of their
roles and responsibilities;

(b) focus on the extent to which
external auditors review computer systems and applications, the security of such
systems and applications, and the contingency plan for processing financial
information in the event of an IT systems breakdown; and

(c) gain an understanding of whether
internal control recommendations made by external auditors have been implemented
by management.

6.2 Financial Reporting

General

(a) review significant accounting and
reporting issues, including recent professional and regulatory pronouncements,
and understand their impact on the financial statements; and

(b) ask management and the external
  auditors about significant risks and exposures and the plans to minimize such
  risks; and

(c) understand industry best practices
  and the Corporations adoption of them.

Annual Financial Statements

(d) review the annual financial
statements and determine whether they are complete and consistent with the
information known to committee members, and assess whether the financial
statements reflect appropriate accounting principles in light of the
jurisdictions in which the Corporation reports or trades its shares;

(e) pay attention to complex and/or
unusual transactions such as restructuring charges and derivative
disclosures;

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(f) focus on judgmental areas such as
those involving valuation of assets and liabilities, including, for example, the
accounting for and disclosure of loan losses; warranty, professional liability;
litigation reserves; and other commitments and contingencies;

(g) consider managements handling of
proposed audit adjustments identified by the external auditors; and

(h) ensure that the external auditors
communicate all required matters to the committee.

Interim Financial Statements

(i) be briefed on how management
develops and summarizes interim financial information, the extent to which the
external auditors review interim financial information;

(j) meet with management and the
auditors, either telephonically or in person, to review the interim financial
statements; and

(k) to gain insight into the fairness
of the interim statements and disclosures, obtain explanations from management
on whether:

(i) actual financial results for the
quarter or interim period varied significantly from budgeted or projected
results;

(ii) changes in financial ratios and
relationships of various balance sheet and operating statement figures in the
interim financials statements are consistent with changes in the Corporations
operations and financing practices;

(iii) generally accepted accounting
principles have been consistently applied;

(iv) there are any actual or proposed
changes in accounting or financial reporting practices;

(v) there are any significant or unusual
  events or transactions;

(vi) the Corporations financial
  and operating controls are functioning effectively;

(vii) the Corporation has complied
with the terms of loan agreements, security indentures or other financial
position or results dependent agreement; and

(viii) the interim financial
statements contain adequate and appropriate disclosures.

6.3 Compliance with Laws andRegulations

(a) periodically obtain updates from
management regarding compliance with this policy and industry best practices;

(b) be satisfied that all regulatory
compliance matters have been considered in the preparation of the financial
statements; and

(c) review the findings of any
examinations by securities regulatory authorities and stock exchanges.

6.4 Other Responsibilities

(a) review, with the Corporations
counsel, any legal matters that could have a significant impact on the
Corporations financial statements.

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