Filed by sedaredgar.com - Trans-Orient Petroleum Ltd. - Exhibit 4.10






INDEMNITY AGREEMENT 

THIS AGREEMENT dated for reference this 13th
day of March, 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: 

GARTH JOHNSON 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 President of the Company since January 10,
2008, and as Chief Executive Officer and a director of the Company since March
13, 2008; and 

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

NOW THEREFORE, in consideration of the Indemnitee so
acting as an officer and director 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; 

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




- 2 - 

“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, 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 

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

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 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 or officer of the Company
under this Agreement, until such information is made public by the Company. 

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 




- 3 - 

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 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, 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. 

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,
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 




- 4 - 

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 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 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. 




- 5 - 

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 as a Director and Officer 

16.                     
The Company may compensate the Indemnitee for services provided to the Company
by the Indemnitee as a director and officer of the Company pursuant to a
separate agreement with the Company that is to be agreed upon by both Parties
and approved by the directors of the Company.

Indemnification Deemed a Contract 

17.                      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 

18.                      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 

19.                      The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Agreement will continue if the Indemnitee ceases to be a director, officer,
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. 




- 6 - 

Resignations Will Not Be Prevented 

20.                      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 

21.                      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 

	22. 	
      (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 attorneys 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 

23.                      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 

24.                      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. 

Counterparts 

25.                     
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 




- 7 - 

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. 

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

 

	SIGNED, SEALED AND DELIVERED by 	) 	  
	GARTH JOHNSON in the presence of: 	) 	  
	  	) 	  
	  	) 	  
	/s/Pino Perone 	) 	/s/Garth Johnson 
	Witness 	) 	GARTH JOHNSON 
	  	) 	  
	  	) 	  
	Name 	) 	  
	  	) 	  
	  	) 	  
	  	) 	  
	Address 	) 	  
	  	) 	  
	  	) 	  
	  	) 	  
	  	)