Filed by Automated Filing Services Inc. (604) 609-0244 - AMG Oil Ltd. - Exhibit 10.1






AGREEMENT OF PURCHASE AND SALE OF STOCK

     AGREEMENT, dated this 16th
day of November, 2005, between (i) Robert Pollock, an individual having an
address at 94 Garfield Avenue, Toronto, Ontario M4T 1G1,Canada, (“Purchaser”),
and (ii) TRANS-ORIENT PETROLEUM LTD., a Yukon corporation having an address at
1407-1050 Burrard Street, Vancouver, B.C. V6Z 2S3 Canada (“Seller”), regarding
the purchase and sale of 8,600,000 Shares of common stock (“Shares”) of AMG Oil
Ltd., a Nevada corporation (the “Company”). 

WITNESSETH:

     WHEREAS, the Seller is the
beneficial owner of a sufficient number of Shares of the Company so that
together with one other (undisclosed) shareholder on whose behalf the Seller is
agent (together with Seller the “Co-Sellers”), the Seller is able to sell to the
Purchaser hereunder a total of 8,600,000 Shares;

     WHEREAS, the Seller wishes to
sell and the Purchaser wishes to purchase from Seller 8,600,000 Shares of the
Company; 

     WHEREAS, Seller, because of its
ownership of a majority of the Company’s outstanding Shares, controls the
Company;

     NOW, THEREFORE, in consideration
of the foregoing premises and the mutual covenants and agreements herein
contained, the parties hereto do hereby covenant and agree as follows:

	1. 	
      Purchase and Sale of
Stock.




	
           
	
      (a)    
	
      Upon the terms and subject to the conditions set forth in
      this Agreement, Seller will sell, transfer, convey, assign and deliver to
      Purchaser, and Purchaser will purchase, 8,600,000 Shares of the Company at
      US$0.01 per Share; 



	 	 	  
	
         
	
      (b)  
	
      At the Closing, Seller shall deliver to Purchaser
      8,600,000 Shares registered in his name; and 


	 	 	  
	
             
	
      (c)      
	
      Purchase Price. In consideration of the sale,
      transfer, conveyance, assignment and delivery of the Shares to Purchaser,
      and in reliance upon the representations, warranties and covenants made
      herein by Seller, Purchaser will, in full payment therefore, pay to
      Seller’s attorney in escrow for payment to Seller on behalf of Co-Sellers
      against delivery 











	
         
	
         
	
      of the Share certificates, a total purchase price (the
      "Purchase Price") of US$86,000. Seller shall duly allocate and pay any
      portion of the funds due to the Co-Sellers. 


	 	 	    
	
                   
       
	
      (d)            
     
	
      No Sales of Certain Securities by Company and Seller.
        From and between the effective date of this agreement and the Closing,
        Seller will not (i) permit the Company to enter into any contracts, understandings
        or agreements respecting any aspect of its operations, (ii) permit the
        Company to amend in any way the capital structure of the Company, (iii)
        permit the Company issue or authorize the issuance of any securities,
        or instruments convertible or exchangeable into securities of the Company,
        and (iv)allow itself or any Co-Seller to offer to sell or to sell any
        of the 8,600,000 shares to be sold hereunder to anyone other than the
        Purchaser. 








	 	 	    
	
      2.            
 
	
      Closing. Time is of the essence. The closing
      hereunder (the "Closing") shall take place at 10:00 A.M., local time, on
      the 18th day of November, 2005 and shall be effected by way of
      exchange of documents and certified check or attorney’s escrow fund check
      c/o of the Purchaser’s attorneys, Berns and Berns at 1270 Avenue of the
      Americas, New York, New York 10020 (Attn James Berns) and c/o the Seller’s
      attorneys, Lang Michener LLP, 1500- 1055 West Georgia Street, Vancouver,
      BC, Canada, V6E 4N6 (Attn B. Zinkhofer). The day on which the Closing
      actually takes place is herein sometimes referred to as the Closing Date.
      








	 	 	    
	3. 	The Sellers’ Obligations; Further Assurances.
    
	 	 	    
	
         
	
      (a)  
	
      Seller and Co-sellers, collectively, are delivering to
      Purchaser at Closing stock certificates representing 8,600,000 Shares,
      registered in the name of Purchaser; 


	 	 	    
	
                     
       
	
      (b)              
       
	
      At any time and from time-to-time at or after the
      Closing, at Purchaser's request and without further consideration, Sellers
      will execute and deliver, or cause to be executed and delivered, such
      other instruments of sale, transfer, conveyance, assignment and
      confirmation, and will take such action as Purchaser may reasonably
      request, in order more effectively to transfer, convey and assign to
      Purchaser, and to confirm their title to, the Shares providing however
      that nothing herein will obligate the Seller to pay any money or incur any
      disbursement to fulfill this commitment and it will be limited in its
      obligations to executing documents which have been prepared by and
      reasonably requested by Purchaser; 









	 	 	    
	
             
	
      (c)      
	
      Seller will use reasonable efforts to arrange for the
      current directors of the Company to remain as directors of the Company’s
      Board of Directors after the Closing Date for a period that the Seller
      deems reasonable. Seller will arrange for members of the Company’s current
      Board of Directors to each execute a letter agreeing to resign from the
      











	
         
	
         
	
      Company’s Board of Directors immediately upon notice from
      Purchaser requesting such resignations. The form of such letter is
      attached as Schedule A to this agreement. 


	 	 	  
	
      4.    
	
      Representations and Warranties by Seller. Seller
      hereby represents and warrants to Purchaser as follows and the Purchaser
      may look solely to the Seller for the following which the Seller
      guarantees on behalf of the Co-Sellers: 



	 	 	  
	
           
	
      (a)    
	
      Organization, Standing and Qualification of the
      Seller. Seller is a corporation duly organized, validly existing and
      in good standing under the laws of the Yukon, Canada, its jurisdiction of
      incorporation; 



	 	 	  
	
                   
       
	
      (b)            
     
	
      Execution, Delivery and Performance of Agreement;
      Authority. The Seller has the full power and authority to enter into
      this Agreement and to carry out the transaction contemplated hereby for
      itself and for the account of its Co-Sellers, and all proceedings or
      corporate action required to be taken by Seller to authorize the
      execution, delivery and performance of this Agreement and the consummation
      of the transaction contemplated hereby have been properly taken and not
      revoked by the Seller and the Co-Sellers. This Agreement constitutes a
      valid and binding obligation of each of the Seller and is enforceable
      against the Seller in accordance with its terms. 








	 	 	  
	
                   
	
      (c)            
	
      Ownership of Shares. The Shares being sold
      hereunder are beneficially owned by the Seller and by the Co-Sellers, are
      free and clear of any liens, claims, encumbrances or restrictions of any
      kind except securities law restrictions of general application including
      control party restrictions. At the Closing, Seller will on its own behalf
      and on behalf of Co-Sellers convey to Purchaser good title to the Shares,
      free and clear of any liens, claims, encumbrances or restrictions of any
      kind (except those of general application relating to securities laws’
      control party restrictions). 







	 	 	  
	
             
	
      (d)      
	
      Outstanding Securities. Seller represents that at
      November 15th, 2005 the Company has 16.6 million Shares outstanding, and
      there are no stock options and warrants to issue further Shares and that
      there are no other securities, instruments, or other obligations
      outstanding that could result in the issuance of additional Shares.
  




	 	 	  
	
                   
       
	
      (e)            
     
	
      Future Activities of Company. Seller acknowledges
      that although Purchaser has represented that he intends to use his best
      efforts to cause the Company to attempt to acquire either an operating
      business or assets, there can be no assurance that the Purchaser will be
      able to do so. Seller acknowledges that the Company may be unable to
      identify, negotiate, and, ultimately, acquire any operating business or
      assets. In such an event, Seller acknowledges that all Shares it owns will
      continue to have little or no value. Seller specifically understands,
      warrants, and represents to Purchaser, intending that Purchaser rely
      thereon, that it is not, and is not now, relying upon any written or oral
      















	
           
	
           
	
      statements or representations regarding any matter,
      including estimates and projections with respect to the future operations,
      growth, plans and performance of the Company, made by or on behalf of
      Purchaser in determining whether to sell Shares to Purchaser; 



	 	 	  
	
                 
	
      (f)          
	
      Speculative Investment. Seller acknowledges for
      itself and for the Co-Sellers that after the sale of its Shares to
      Purchaser, the remaining Shares owned by the Seller and Co- Sellers will
      continue to be a speculative investment which involve a substantial degree
      of risk with no assurance of any income from such investment and the
      possibility that the Shares may become worthless. The Seller and
      Co-Sellers are therefore prepared for the total loss of their remaining
      investment in the Company; 






	 	 	  
	
      5.  
	
      Representations and Warranties by Purchaser.
      Purchaser hereby represents and warrants to the Company as follows:
  


	 	 	  
	
         
	
      (a)  
	
      Standing. Purchaser has full power and authority
      to enter into this Agreement and to carry out the transactions
      contemplated hereby. 


	 	 	  
	
               
	
      (b)        
	
      Future Activities of Company. Purchaser represents
      that after the Closing it will use its best efforts to have the Company
      attempt to acquire either an operating business or assets. However,
      Purchaser has not represented, promised, or guaranteed that he will be
      able to identify, negotiate the acquisition of a business or assets, and,
      ultimately, consummate any transaction. 





	 	 	  
	
                 
	
      (c)          
	
      Non-Disclosure. Purchaser will make no public or
      private disclosure, prior to the Closing hereunder or any termination
      hereof, of the terms or existence of this Agreement to any person or
      entity without the prior written consent and approval of the Seller
      provided, that Purchaser may provide copies of this Agreement to
      prospective investors in the Company or to the extent disclosure is
      required to be made by Seller in connection with any required regulatory
      filings; 






	 	 	  
	
                     
         
	
      (d)              
         
	
      Limitations on Re-sales. The Purchaser
      acknowledges that the sale of the Shares is not being registered under the
      laws of any jurisdiction, and such Shares may be deemed to be “restricted
      securities,” under United States securities laws. The Purchaser
      understands that he may not dispose of the Shares, or any part thereof, or
      any interest therein, unless and until legal counsel for the Company shall
      have determined that the intended disposition does not violate the law of
      any jurisdiction. The Purchaser acknowledges that the Shares are
      non-transferable, that the certificates representing the Shares will bear
      a legend describing the limitations on transfers, and that it will not be
      possible for the Purchaser to liquidate his investment in the Shares in
      case of an emergency; 

















	
                   
	
      (e)            
	
      The Purchaser acknowledges it has completed a due
      diligence review of the Company and is satisfied as to its financial and
      legal condition. The Shares are being sold on an “as is “ basis and the
      Purchaser is relying on no representation by the Seller except that to the
      Seller’s information and belief the Company’s public filings are
      materially correct and up-to date. Notwithstanding anything else in this
      agreement, in no event will the Seller or the Co-Sellers be liable to the
      Purchaser for an amount exceeding the US$86,000 purchase consideration
      paid hereunder. 







	 	 	    
	6. 	Miscellaneous. 
	 	 	    
	
               
	
      (a)        
	
      Entire Agreement. This writing, together with the
      exhibits hereto and the other documents, instruments and agreements
      entered into contemporaneously herewith, constitutes the entire agreement
      of the parties with respect to the subject matter hereof and may not be
      modified, amended or terminated except by a written agreement specifically
      referring to this Agreement signed by all of the parties hereto.






	 	 	    
	
                   
	
      (b)            
	
      Waivers. No waiver of any breach or default
      hereunder shall be considered valid unless in writing and signed by the
      party giving such waiver, and no such waiver shall be deemed a waiver of
      any prior, contemporaneous or subsequent breach or default of the same or
      similar nature or otherwise. No delay or omission on the part of any party
      in exercising any right or remedy shall operate as a waiver thereof, and
      no single or partial exercise by any party of any right or remedy shall
      preclude any other or future exercise thereof or the exercise of any other
      right or remedy. 







	 	 	    
	
           
	
      (c)    
	
      Survival of Representations and Warranties; Certain
      Limitations on Claims. All written statements, representations,
      warranties, covenants and agreements made by each of the parties hereto
      shall survive the Closing. 



	 	 	    
	
                   
	
      (d)            
	
      Binding Nature. This Agreement shall be binding
      upon and inure to the benefit of each corporate party hereto, and its
      successors and assigns, and each individual party hereto and his or her
      heirs, personal representatives, successors and assigns, it being
      understood that no party hereto shall have any right to convey or assign
      any or all of its rights hereunder without the prior written consent of
      all other parties hereto, except that Purchaser may assign its rights
      hereunder to a corporation, or other form of business entity, wholly-owned
      by Purchaser. 







	 	 	    
	
             
	
      (e)      
	
      Governing Law. This Agreement shall be governed by
      and construed and enforced in accordance with the laws of British Columbia
      applicable to contracts made and to be performed wholly within said
      jurisdiction, and without regard to principles of conflict of laws.
  











	
         
	
      (f)  
	
      Consent to Jurisdiction and Forum. The parties
      hereto hereby consent to the competent jurisdiction of the courts of
      British Columbia. 


	 	 	    
	
           
	
      (g)    
	
      Service of Process. The parties hereto further
      agree that the service of process or of any other papers upon them or any
      of them by registered mail in the manner provided in Section 7.(h) shall
      be deemed good, proper and effective service upon them. 



	 	 	    
	
                   
       
	
      (h)            
     
	
      Notices. Any and all notices or other
      communications required or permitted to be given under any of the
      provisions of this Agreement shall be in writing and shall be deemed to
      have been duly given when personally delivered or emailed or faxed,
      addressed to the parties at the addresses set forth above (or at such
      other address as any party may specify by notice to all other parties
      given as aforesaid), together with copies, to either or both of the
      Company or the Seller, to #1407-1050 Burrard Street,V6Z 2S3 Vancouver ,BC,
      fax 604 682 1174, garthj@iremco.com and if to Purchaser, to James Berns,
      Esq., Berns & Berns, 1270 Avenue of the Americas, New York, New York
      10020. 








	 	 	    
	
             
	
      (i)      
	
      Expenses. Whether or not the transaction
      contemplated by this Agreement is consummated, Seller and Purchaser shall
      each be responsible and pay for their respective costs, fees and expenses
      incident to the negotiation, preparation, execution and performance of
      this Agreement; 




	 	 	    
	
             
	
      (j)      
	
      Captions; Sections; Exhibits; Schedules. The
      caption headings of the Sections, subsections, of and to this Agreement,
      are for convenience of reference only and are not intended to be, and
      should not construed as, defining or limiting the contents of such
      Sections, subsections. 




	 	 	    
	
           
	
      (k)    
	
      Counterparts. This Agreement may be executed in
      any number of counterparts, each of which shall be deemed to be an
      original, but all of which taken together shall constitute one and the
      same instrument. 



	 	 	    
	
           
	
      (l)    
	
      Remedies Cumulative. The rights and remedies
      provided for in this Agreement are cumulative, not alternative, and are in
      addition to the other benefits, rights and remedies existing at law or in
      equity. 





     IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the day and year
first above written.

TRANS-ORIENT PETROLEUM LTD.

	 	By:	/s/ Peter Loretto
	 	 	Peter Loretto, President and Director 
	 	 	  
	 	 	  
	 	 	  
	 	 	/s/ Robert Pollock
	 	 	Robert Pollock 







Schedule A

Mr. Robert Pollock
77 King Street West
Royal Trust Tower
– TD Centre
Toronto, Ontario M4T 1G1
Canada

Dear Mr. Pollock:

The undersigned hereby agrees to resign immediately from the
Board of Directors of AMG Oil Ltd. upon receiving a written by fax, email or any
other form of written communication, from you requesting such resignation. My
email address is ______________ and fax number is ___________. For greater
certainty, I reserve my right to resign from the Board of AMG at any time by
delivering my written resignation to the Vancouver business office with a copy
to you.

	 	Sincerely, 
	 	 
	 	[name]