Filed by sedaredgar.com - Trans-Orient Petroleum Ltd. - Exhibit 4.9






DIRECTOR’S COMPENSATION AND INDEMNITY AGREEMENT 

THIS AGREEMENT dated for reference this 10th
day of July, 2008 (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: 

PETER LORETTO residing at
<>

(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 May 12, 2003,
and as audit committee chairman and a member of the compensation committee of
the Company since July 10, 2008; 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, an audit committee chairman and a member of the
compensation committee of the Company, the Company hereby covenants and agrees
with the Indemnitee as follows: 

Definitions 

1.                       
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; 




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“Settlement” means an agreement
to settle or compromise a Claim or an Action; and 

“Subsidiary” means a company
that is controlled by: 

	 	(a) 	
      the Company;

	 	 	 
	 	(b) 	
      the Company and one or more other companies;

	 	 	 
	 	(c) 	
      two or more companies controlled by the Company;
  or

	 	 	 
	 	(d) 	
      a subsidiary of a subsidiary of the
  Company.



Interpretation 

2.                       
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, audit
committee chairman, compensation committee member, employee or agent of the
Company which imposes duties on, or involves services by, such director, audit
committee chairman, compensation committee member, employee or agent with
respect to an employee benefit plan, its participants or beneficiaries. 

Commencement 

3.                       
Notwithstanding its date of execution and delivery, the term of this Agreement
shall be conclusively deemed to commence on the Effective Date. 

Confidential Information 

4.                       
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, audit committee chairman,
compensation committee member or officer of the Company, shall remain the
exclusive property of the Company. 

5.                       
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 audit committee chairman,
compensation committee member or officer of the Company under this Agreement,
until such information is made public by the Company. 




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Indemnity 

6.                       
The Company hereby irrevocably agrees, to the maximum extent permitted by
applicable law, to indemnify and save harmless the Indemnitee: 

(a)          
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, audit committee
chairman, compensation committee member, 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 existence of the Company or a Subsidiary including all
proceedings and prosecutions, whether civil, criminal, quasi-criminal or
administrative; and 

(b)          
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, audit
committee chairman, compensation committee member, 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 

7.                       
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 

8.                       
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. 




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Defence 

9.                       
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, audit
committee chairman or compensation committee member, 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. 

10.                    
 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. 

11.                     
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 

12.                     
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 




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assessed amounts relating to any indemnity payment or to any
additional payment made under this Agreement. 

Enforcement of Claim 

13.                    
 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. 

14.                     
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 

15.                     
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

16.                     
The Company will compensate the Indemnitee for services provided to the Company
by the Indemnitee as a director, an audit committee chairman and a member of the
compensation committee of the Company (collectively the “Services”) for so long
as he is a director, an audit committee chairman and a member of the
compensation committee of the Company in an amount equal to US$41,000 per year,
(collectively the “Fee”), payable monthly to PCL Holdings Ltd., which will
commence on August 1, 2008. The Indemnitee 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.

17.                     
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. 




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Termination of Compensation for Services

18.                     
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. 

19.                    
 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 

20.                    
 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 

21.                    
 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, audit committee chairman, compensation
committee member, 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 

22.                     
The indemnification and advancement of expenses provided by, or granted pursuant
to, this Agreement will continue if the Indemnitee ceases to be a director,
audit committee chairman, compensation committee member, 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 

23.                     
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. 

Amendments and Modifications 

24.                     
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. 




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Governing Law; Dispute Resolution; Burden of Proof 

	25. 	
      (a)           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.



(b)           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. 

(c)           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 

26.                     
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 

27.                     
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 

28.                     
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 

29.                    
 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/Garth
Johnson                                                                       

               
Garth Johnson, Director and CEO 

 

	SIGNED, SEALED AND DELIVERED by 	) 	  
	PETER LORETTO in the presence of: 	) 	  
	  	) 	  
	  	) 	  
	/s/Pino Perone 	) 	/s/Peter Loretto 
	Witness 	) 	PETER LORETTO 
	  	) 	  
	  	) 	  
	Name 	) 	  
	  	) 	  
	  	) 	  
	  	) 	  
	Address 	) 	  
	  	) 	  
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	  	)