Filed by sedaredgar.com - Trans-Orient Petroleum Ltd. - Exhibit 4.6






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 <>


(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:

PART 1 

INTERPRETATION 

Definitions 

1.1                    
In this Agreement: 

(a)          
“Agreement” means this agreement; 

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

(c)          
“Board” means the board of directors of the Company; 

(d)          
“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; 




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(e)          
“Cause” means the circumstances if the Consultant: 

(i)          
 is adjudicated to be bankrupt, 

(ii)          
is convicted of any indictable offence; 

(iii)          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 

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

(f)          
“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; 

(g)          
“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; 

(h)          
“Fee” means the fee set out in section 3.3 herein;

(i)          
“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 

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

Interpretation 

1.2                    
For the purposes of this Agreement, except as otherwise expressly provided
herein: 

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

(b)          
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; 




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(c)          
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;


(d)          
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); 

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

(f)          
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. 

PART 2 

ENGAGEMENT 

Services 

2.1                    
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 

2.2                    
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 

2.3                    
During the term of this Agreement, the Consultant will:

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

(b)          
attend to its duties on a full-time basis.




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PART 3 

TERM AND COMPENSATION

Term 

3.1                    
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.

Extensions of Term 

3.2                    
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 

3.3                    
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 

3.4                    
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.




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Stock Options 

3.5                    
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. 

PART 4 

CONFIDENTIALITY

Confidential Information 

4.1                    
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 

4.2                    
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 

4.3                    
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: 

(a)          
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 




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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; 

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

(c)          
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 

(d)          
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 

4.4                    
The Consultant acknowledges that irreparable harm may result to the Company if
the Consultant breaches his obligations under this Part 4. 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. 

PART 5 

TERMINATION 

Resignation 

5.1                    
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. 




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Termination for Cause 

5.2                    
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 

5.3                    
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 Consultant under this Agreement
in respect of the period ending on the Anniversary Date that the Term will
expire. 

Return of Property 

5.4                    
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 

5.5                    
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. 

PART 6 

GENERAL 

Counterpart 

6.1                    
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 

6.2                    
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 




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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 

6.3                    
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 

6.4                    
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 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. 

6.5                    
Any notice given shall be deemed to have been delivered: 

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

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

Entire Agreement 

6.6                    
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 

6.7                    
No modification of this Agreement will be valid unless in writing and signed by
the parties hereto. 

Further Assurances 

6.8                    
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.





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Assignment and Enurement 

6.9                    
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 

6.10                   
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. 

Severability 

6.11                    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

6.12                    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 

6.13                   
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 	) 	  
	  	) 	  
	  	) 	  
	  	) 	  
	  	)