Filed by Automated Filing Services Inc. (604) 609-0244 - Trans-Orient Petroleum Ltd. - Exhibit 4.10






CONSULTING AGREEMENT

This Agreement made effective as of the 1st day of January,
2008.

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:

DREW CADENHEAD, of <>
South Surrey, B.C. 

(the “Consultant”) 

WHEREAS:

(A)      The Company wishes to have
the Consultant perform various consulting and advisory services on business
development matters for the Company (the “Consulting Services”); and 

(B)      Consultant is experienced and
wishes to provide the Consulting Services to the Company;

WITNESSETH that the parties mutually agree as follows:


INTERPRETATION

Definitions

In this Agreement:

“Agreement” means this
agreement;

“Anniversary Date” means January
1, 2009 and each subsequent January 1 thereafter;

“Board” means the board of
directors of the Company;

“Business” means the acquisition
and exploration of oil and gas properties in the Australasian area and any other
material business carried on from time to time by the Company;

“Cause” means the circumstances
if the Consultant:




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is adjudicated to be bankrupt,

is convicted of any indictable
offence;

commits an act of gross misconduct,
wilful negligence or fraud in respect of the responsibilities or duties required
to be performed under this Agreement, or to be undertaken or required to be
undertaken in accordance with the provisions of this Agreement; or

engages in any conduct which is
intentional and materially injurious to the Business; 

“Confidential Information” means
any information which is non public, confidential or proprietary in nature
relating to the Company or its Business including without limitation business
plans, financial data, transactions or other affairs of the Company and
analyses, compilations, forecasts, documentation, software, and technical
information, in oral, written, electronic or any other form. Confidential
Information does not include information that is or becomes generally available
to the public without fault of the Consultant or that the Consultant can
establish, through written records, was in his possession prior to its
disclosure in connection with the Consultant’s engagement;

“Competitive Business” means a
Person located in the East Coast Basin, New Zealand that is engaged in a
business the same as, similar to or competitive with the Business;

“Fee” means the fee set out in
§3.3 herein; 

“Person” means any individual,
partnership, limited partnership, joint venture, syndicate, sole proprietorship,
company or corporation with or without share capital, unincorporated
association, trust, trustee, executor, administrator or other legal personal
representative, regulatory body or agency, government or governmental agency or
entity however designated or constituted; and

“Term” means the term of this
Agreement as set out in section 3.1.

Interpretation

For the purposes of this Agreement, except as otherwise
expressly provided herein:

“this Agreement” means this Agreement
as it may from time to time be supplemented or amended and in effect;

the words “herein”, “hereof” and
“hereunder” and other words of similar import refer to this Agreement as a whole
and not to any particular section, subsection, paragraph or other
subdivision;

the singular of any term includes the
plural and vice versa and the use of any term is equally applicable to any
gender and where applicable a body corporate;




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the word “or” is not exclusive and the
word “including” is not limiting (whether or not non-limiting language such as
“without limitation” or “but not limited to” or other words of similar import is
used with reference thereto);

all references to currency means
Canadian currency except where otherwise expressly stated; and

the headings to the sections,
subsections and paragraphs of this Agreement are inserted for convenience only
and do not form a part of this Agreement and are not intended to interpret,
define or limit the scope, extent or intent of this Agreement or any provision
hereof.

ENGAGEMENT

Services

The Company hereby retains the Consultant for its Consulting
Services and Consultant hereby undertakes to perform the Consulting Services for
the Company on a full-time basis upon and subject to the terms and conditions of
this Agreement.

Duties

The Consultant’s principle duties and responsibilities will be
to provide Consulting Services to assist with the capital raising, corporate
development, planning, presentations and technical matters of the Business.

General Duties

During the term of this Agreement, the Consultant will: 

diligently perform its duties arising
under this Agreement to the best of his skill and ability, and

attend to its duties on a full-time
basis. 

TERM AND COMPENSATION

Term

The Consultant will commence the Consulting Services hereunder
on January 1, 2008 and will continue thereafter for a period of one (1) year
(the “Term”), subject to Part 5. 




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Extensions of Term

Unless this Agreement is earlier terminated pursuant to Part 5,
then 30 days prior to each Anniversary Date commencing with January 1, 2009, the
Term of this Agreement can be extended, at the Company’s option, with notice in
writing to the Consultant until the next Anniversary Date on the same terms and
conditions in effect immediately prior to the extension, subject to such changes
as the Board may determine and the Consultant may agree to. Notwithstanding the
foregoing, if the Company does not give written notice to the Consultant
indicating that the Company wishes to further extend the Term of this Agreement
past the Anniversary Date, then on that Anniversary Date the Term will expire
and the Consultant’s engagement will terminate.

Compensation

The Company will compensate the Consultant for the Consulting
Services throughout the Term commencing on January 1, 2008 in an amount equal to
$240,000 per annum, payable monthly (the “Fee”). The Consultant hereby
acknowledges that should the Consultant so choose to elect to assume the
responsibility for remitting his own taxes and any contributions required by law
to be remitted in connection with the Fee, then the Company, its Board and
management will then have no responsibility in respect of any failure by the
Consultant to properly remit such amounts when due, and the Consultant 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. 

Business Expenses

The Company also agrees to reimburse the Consultant for any out
of pocket expenses as he may from time to time properly incur in providing his
services hereunder, including traveling, hotel, and entertainment expenses,
provided that the Consultant forwards to the Company detailed invoices and
receipts or vouchers for all such expenses within a reasonable period of time
after the expenses have been incurred, but in no event later than one (1) month
after the expenses have been incurred. Notwithstanding the foregoing, the
Consultant shall obtain written or e-mail approval from at least one member of
the Board prior to personally incurring any single expense in excess of $1,000.
The Consultant agrees that with regard to air travel, the most economical fare
available will be utilized on scheduled airlines where practical. 

Stock Options

The Consultant will 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.




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CONFIDENTIALITY

Confidential Information

The Consultant acknowledges that in the course of carrying out,
performing and fulfilling its duties with the Company it has had and will
continue to have access to and be entrusted with Confidential Information
concerning the present and contemplated projects, prospects and opportunities of
the Company, and that the disclosure of any such Confidential Information to the
competitors of the Company or to the general public would be highly detrimental
to the best interests of the Company. The Consultant further acknowledges and
agrees that the right to maintain such detailed Confidential Information
constitutes a proprietary right which the Company is entitled to protect.
Accordingly, the Consultant covenants and agrees with the Company that it will
not (either during the continuance of its engagement with the Company or at any
time thereafter) disclose any of such Confidential Information to any person nor
shall the Consultant use the same for any purpose other than those for the
benefit of the Company.

Return of Confidential Information

The Consultant will on demand return to the Company all
documentation (in any paper or electronic medium) containing Confidential
Information in the possession of the Consultant or in respect of which the
Consultant may exercise control.

Restrictions

The Consultant agrees to comply with all of the restrictions
set forth below at all times during the Term and for a period of one year after
the termination of this Agreement (regardless of which party terminates the
Agreement, if any, and regardless of the reason for such termination, if any) in
accordance with the terms and conditions of this Agreement:

the Consultant will not, either
individually or in conjunction with any Person, as principal, agent, director,
officer, employee, investor or in any other manner whatsoever, directly or
indirectly, engage in or become financially interested in a Competitive Business
without the prior written consent of the Board. In the event that the Board
provides written consent to the Consultant to engage in a Competitive Business
on a cost recovery basis, the Consultant will maintain a written log of the
amount of time to which it devotes to the Competitive Business to allow for the
Company to directly invoice the Competitive Business for the Consultant’s
pro-rata time. The foregoing will not prevent the Consultant from holding any
class of publicly held shares of a company, partnership or other organization
provided that the Consultant, alone or in conjunction with any other Person,
will not directly or indirectly hold more than 10% of the shares of any such
class;

the Consultant will not, either
directly or indirectly, on his own behalf or on behalf of others, solicit,
divert or appropriate or attempt to solicit, divert or appropriate to any
Competitive Business, any business or actively sought prospective business or
property of the Company, or with whom the Consultant has dealt in relation to
the Business, or with whom the Consultant has supervised negotiations or
business relations, or about 




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whom the Consultant has acquired
Confidential Information in the course of his employment;

the Consultant will not, either
directly or indirectly, on his own behalf or on behalf of others, solicit,
divert or hire away, or attempt to solicit, divert, or hire away or accept
employment solicitations or applications from any person employed by the Company
or persuade or attempt to persuade any such individual to terminate his or her
employment with Company; and

the Consultant will not directly or
indirectly impair or seek to impair any relationships that the Company has with
its employees, consultants, or other parties with which the Company does
business or has contractual relations.

Injunctive Relief

The Consultant acknowledges that irreparable harm may result to
the Company if the Consultant breaches his obligations under this Error!
Reference source not found.. The Consultant acknowledges that such a breach
may not properly be compensated by an award of damages. Accordingly, the remedy
for any such breach may include, in addition to other available remedies and
damages, injunctive relief or other equitable relief enjoining such breach at
the earliest possible date.

TERMINATION

Resignation

The Consultant may at any time terminate this Agreement for any
cause or reason, or without any cause or reason, by giving to the Company one
months’ prior written notice of such termination and upon the expiry of such
notice, this Agreement shall terminate. In such event the Consultant will not be
entitled to any payment on account of such termination, other than such amounts
due to the Consultant under this Agreement in respect of the period ending on
the date of termination.

Termination for Cause

The Company may on written notice immediately terminate the
engagement of the Consultant for any reason which constitutes Cause, and in such
event the Consultant will not be entitled to any payment on account of such
termination, other than such amounts due to the Consultant under this Agreement
in respect of the period ending on the date of termination.

Termination without Cause

The Company may terminate the engagement of the Consultant at
any time without Cause by giving to the Consultant one months’ written notice of
such termination and upon the expiry of such written notice, this Agreement will
terminate. In such event the Consultant will not be entitled to any payment on
account of such termination, other than such amounts due to the 




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Consultant under this Agreement in respect of the period ending
on the Anniversary Date that the Term will expire.

Return of Property

On termination of this Agreement for any reason, the Consultant
agrees to return to the Company, as they may direct, all Company property
including all written information, tapes, discs or memory devices and copies
thereof, and any other material on any medium in his possession or control
pertaining to the Business, without retaining any copies or records of any
Confidential Information whatsoever. The Consultant will also return any keys,
pass cards, identification cards or other property belonging to the Company.

No Reduction of Amounts Owed

The amounts payable to the Consultant hereunder will not be
reduced in any respect in the event that the Consultant will secure or will not
reasonably pursue alternative employment following termination of this
Agreement.

GENERAL

Counterpart

This Agreement and any other writing delivered pursuant to this
Agreement may be executed in any number of counterparts with the same effect as
if all parties to this Agreement or such other writing had signed the same
document and all counterparts will be construed together and will constitute one
and the same instrument.

Governing Laws

This Agreement will be interpreted under and is governed by the
laws of the Province of British Columbia and the laws of Canada that are
applicable and the courts of the Province of British Columbia will have
exclusive jurisdiction to entertain any action arising under this Agreement and
the parties hereby attorn to the jurisdiction of those courts.

Assistance

The parties must render all such assistance to one another as
may reasonably be required to enable the provisions of the Agreement
expeditiously to be given effect and the parties agree that they and each of
them will execute all documents and do all acts and things within their
respective powers to carry out and/or implement the provisions or intent of this
Agreement.

Notice

All notices required to be given by any party under this
Agreement shall be in writing and shall be delivered by hand or properly
addressed prepaid registered post or facsimile addressed to a 




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party at its address set out on Page 1 of this Agreement or
such other address as a Party may from time to time designate in writing.

Any notice given shall be deemed to have been delivered:

in the case of delivery by ordinary
prepaid registered post, three business days after posting; or

in the case of transmission by
facsimile, upon receipt by the sender of a transmission report showing
transmission free of error.

Entire Agreement

This Agreement constitutes the whole agreement between the
parties and supersedes any and every prior agreement of understanding between
the Company and the Consultant whether oral or written or partly oral and partly
written and except as herein expressly provided no prior agreement shall be
referred to or considered in any proceedings or disputes between parties to
assist in or determining the interpretation of the Agreement or to determine the
rights, obligations and privileges of the parties, or otherwise.

Amendments

No modification of this Agreement will be valid unless in
writing and signed by the parties hereto.

Further Assurances

Each party will make, execute and do so cause to be made,
executed or done all necessary agreements, deeds and acts which may be necessary
to protect, secure or otherwise ensure compliance between them with the terms of
this Agreement.

Assignment and Enurement

This Agreement will be binding upon and will enure to the
benefit of the parties and their respective successors and permitted assigns;
provided that this Agreement will not be assigned, in whole or in part, by
either party to any other person, firm or Company, without the prior written
consent of the other party.

Non-Waiver

No waiver of any breach of any term of this Agreement will be
effective unless that waiver is in writing and signed by the party against whom
that waiver is claimed. No waiver of any breach will be or be deemed to be a
waiver of any other or subsequent breach.




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Severability

If any provision or portion of this Agreement is determined to
be invalid or unenforceable for any reason, then that provision or portion will
be severed from this Agreement and the rest of this Agreement will remain in
full force and effect.

Survival 

The Company and the Consultant expressly acknowledge and agree
that the provisions of this Agreement, which by their express or implied terms
extend beyond the termination of the Consultant’s employment hereunder, or
beyond the termination of this Agreement, shall continue in full force and
effect notwithstanding the termination of the Consultant’s employment or the
termination of this Agreement for any reason.

Independent Legal Advice

The Consultant acknowledges that it has been advised to obtain
independent legal advice with respect to the terms of this Agreement prior to
its execution and has, to the extent thought necessary, obtained such advice and
understands the terms and rights and obligations under this Agreement.

IN WITNESS WHEREOF this Agreement has been executed by
the parties on the 6th day of November, 2007.

TRANS-ORIENT PETROLEUM LTD.

	Per: 	/s/ Peter Loretto 	 
	  	Peter Loretto, Chief Executive
      Officer 	 






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	SIGNED, SEALED AND DELIVERED by 	) 	  
	DREW CADENHEAD in the presence of: 	) 	  
	  	) 	  
	  	) 	  
	/s/ Susan Cadenhead 	) 	/s/ Drew Cadenhead 
	Witness 	) 	DREW CADENHEAD 
	  	) 	  
	  	) 	  
	Name 	) 	  
	  	) 	  
	  	) 	  
	  	) 	  
	Address 	) 	  
	  	) 	  
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	  	)