Filed by sedaredgar.com - Trans-Orient Petroleum Ltd. - Exhibit 4.15






ASSET PURCHASE AGREEMENT 

THIS AGREEMENT is dated effective June 24, 2008. 

AMONG: 

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: 

DAVID JOHN BENNETT, Ph.D.,
Consultant, having an address 
at <> 

(“Bennett”) 

WHEREAS: 

(A)                    
Pursuant to a consulting agreement dated December 1, 2007, the Company granted
Bennett a gross overriding royalty of 0.5% on the Company’s two New Zealand
petroleum exploration permits, PEP 38348 and 38349 (the “GORR”); and 

(B)                    
Bennett wishes to sell to the Company and the Company wishes to purchase from
Bennett the GORR in exchange for 200,000 share purchase warrants that entitles
the holder to acquire an additional common share in the capital of the Company
at a price of US$0.80 per common share for two years from the closing date of
June 23, 2008 (the “Warrants”), upon and subject to the terms and conditions
hereinafter set forth, and the Company will then proceed to cancel the GORR
subsequent to the acquisition. 

WITNESSES that the parties mutually agree as follows:


Purchase and Sale of the GORR 

1.1                    
On June 24, 2008, or such other date as may be agreed to in writing between the
parties (the “Closing Date”), Bennett will sell, assign, transfer, convey and
set over to the Company and the Company will purchase all of the right, title
and interest of Bennett (whether absolute or contingent, legal or beneficial) in
and to the GORR, and the Company will then proceed to cancel the GORR subsequent
to the acquisition. 




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Consideration 

1.2                    
As consideration for the GORR, the Company will issue to Bennett the Warrants on
or about the Closing Date. 

Representations and Warranties of Bennett 

1.3                    
Bennett represents and warrants to the Company as of the Closing Date, and
acknowledges that the Company is relying upon such representations and
warranties, that: 

(a)          
Bennett now has good right, full power and absolute authority to sell, assign,
transfer, convey and set over the interest of Bennett in and to the GORR
according to the true intent and meaning of this Agreement and to enter into and
deliver this Agreement and to perform his obligations on the terms and
conditions set forth; 

(b)          
the execution, delivery and performance of this Agreement will not result in any
violation of, be in conflict with or constitute a default under any term or
provision of any agreement or document to which Bennett is party or by which
Bennett is bound, nor under any judgment, decree, order, statute, regulation,
rule or license applicable to Bennett; 

(c)          
this Agreement and any other agreements delivered in connection herewith
constitute valid and binding obligations of Bennett enforceable against Bennett
in accordance with their terms; 

(d)           no
authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body exercising jurisdiction over the
GORR is required for the due execution, delivery and performance by Bennett of
this Agreement, other than authorizations, approvals or exemptions from
requirement therefor, previously obtained and currently in force; 

(e)          
Bennett has good and marketable title to the GORR and has not alienated or
encumbered the GORR or any part or portion thereof, Bennett has not committed
and is not aware of there having been committed any act or omission whereby the
interest of Bennett in and to the GORR or any part or portion thereof may be
cancelled or determined, and the GORR are now free and clear of all liens,
penalties, conversion rights and other claims of third parties, created by,
through or under Bennett or of which Bennett has knowledge; 

(f)          
none of the interest of Bennett in and to the GORR is subject to any
preferential, pre-emptive or first purchase rights, created by, through or under
Bennett or of which Bennett is aware, that become operative by virtue of this
Agreement or the transaction effected by it; 

(g)          
Bennett has not received notice from any third party claiming an interest in and
to the GORR adverse to the interest of Bennett and Bennett has no reason to
believe that any such claim may be made; 




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(h)          
Bennett has not received notice of default and is not, to the knowledge,
information and belief of Bennett, in any default under any obligation,
agreement, document, order, writ, injunction or decree of any court or of any
commission or administrative agency, which might result in impairment or loss of
the interest of Bennett in and to the GORR or which might otherwise adversely
affect the GORR; and 

(i)           no
suit, action or other proceeding before any court or governmental agency has
been commenced against Bennett or, to the knowledge, information and belief of
Bennett, has been threatened against Bennett or any third party, which might
result in impairment or loss of the interest of Bennett in and to the GORR or
which might otherwise adversely affect the GORR. 

Representations and Warranties of the Company 

1.4                    
The Company represents and warrants to Bennett as of the Closing Date, and
acknowledges that the Company is relying upon such representations and
warranties, that: 

(a)          
the Company is duly incorporated under the laws of the Province of British
Columbia and in good standing with respect to annual filings required under its
governing corporate statute, is authorized to carry on business in the
jurisdiction in which the GORR is located, and now has good right, full power
and absolute authority to purchase the interest of Bennett in and to the GORR
according to the true intent and meaning of this Agreement;

(b)          
the execution, delivery and performance of this Agreement has been duly and
validly authorized by any and all requisite corporate, shareholders’ and
directors’ actions and will not result in any violation of, be in conflict with
or constitute a default under any articles, charter, bylaw or other governing
document to which the Company is bound; 

(c)          
the Company has the power and authority to issue the Warrants to Bennett in
accordance with this Agreement and the Warrants will be issued free and clear of
all security interests and other adverse claims or encumbrances; 

(d)          
the execution, delivery and performance of this Agreement will not result in any
violation of, be in conflict with or constitute a default under any term or
provision of any agreement or document to which the Company is party or by which
the Company is bound, nor under any judgment, decree, order, statute,
regulation, rule or license applicable to the Company; 

(e)          
this Agreement and any other agreements delivered in connection herewith
constitute valid and binding obligations of the Company enforceable against the
Company in accordance with their terms; and 

(f)           no
authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body exercising jurisdiction over the
GORR is required for the due execution, delivery and performance by the Company
of this Agreement, other than authorizations, approvals or exemptions from
requirement therefor, previously obtained and currently in force. 




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Indemnities for Representations and Warranties 

1.5                    
Bennett shall be liable to the Company for and shall, in addition, indemnify the
Company from and against, all losses, costs, claims, damages, expenses and
liabilities suffered, sustained, paid or incurred by the Company which would not
have been suffered, sustained, paid or incurred had all of the representations
and warranties contained in section 1.3 been accurate and truthful.

1.6                    
The Company shall be liable to Bennett for and shall, in addition, indemnify
Bennett from and against, all losses, costs, claims, damages, expenses and
liabilities suffered, sustained, paid or incurred by Bennett which would not
have been suffered, sustained, paid or incurred had all of the representations
and warranties contained in section 1.4 been accurate and truthful. 

Further Assurances 

1.7                    
The parties will execute and deliver such further agreements and other documents
and do the further acts and things as the other party reasonably requests to
evidence, carry out or give full force and effect to the intent of this
Agreement. 

Enurement 

1.8                    
This Agreement shall be binding upon and shall enure to the benefit of the
parties and their respective administrators, trustees, receivers, successors and
assigns. 

Entire Agreement 

1.9                    
This Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and cancels and supersedes any prior
understandings and agreements between the parties hereto with respect thereto.
There are no representations, warranties, terms, conditions, undertakings or
collateral agreements, express, implied or statutory, between the parties other
than as expressly set forth in this Agreement. 

Governing Law 

1.10                   
This Agreement shall, in all respects, be subject to, interpreted, construed and
enforced in accordance with and under the laws of the Province of British
Columbia and applicable laws of Canada and shall, in all respects, be treated as
a contract made in the Province of British Columbia. The parties irrevocably
attorn and submit to the exclusive jurisdiction of the courts of the Province of
British Columbia and courts of appeal therefrom in respect of all matters
arising out of or in connection with this Agreement. 

Time of Essence 

1.11                    Time
shall be of the essence in this Agreement. 




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Counterparts 

1.12                    
This Agreement may be executed by the parties in separate counterparts each of
which when so executed and delivered (by facsimile transmission or otherwise)
shall be an original, but all such counterparts shall together constitute one
and the same instrument. 

IN WITNESS WHEREOF the parties have executed this
Agreement on the day and year first above written. 

TRANS-ORIENT PETROLEUM LTD. 

 

	  	 	/s/Dan
      Brown 
	/s/Garth Johnson
    	 	Witness Signature 
	Garth Johnson, President 	 	  
	  	 	  
	  	 	  
	  	 	Name of Witness 
	  	 	  
	  	 	  
	  	 	  
	DAVID JOHN BENNETT 	 	  
	  	 	  
	  	 	/s/Pino Perone 
	/s/David John
      Bennett 	 	Witness Signature 
	David John Bennett 	 	  
	  	 	  
	  	 	  
	  	 	Name of Witness