Filed by Automated Filing Services Inc. (604) 609-0244 - Park Place Energy Inc. - Exhibit 10.2






SUBSCRIPTION FOR FLOW-THROUGH COMMON SHARE SHARES 

TO:                            
Park Place Energy Inc. (the "Corporation") 

The undersigned (hereinafter referred to as the
"Subscriber") hereby irrevocably subscribes for and agrees to purchase
the number of common share Shares of the Corporation (the "Shares") to be
issued as Flow-Through Shares set forth below for the aggregate subscription
price set forth below (the "Aggregate Subscription Price"), representing
a subscription price of $_____ per Share, upon and subject to the terms and
conditions set forth in "Terms and Conditions of Subscription for Flow-Through
Shares of Park Place Energy Inc." attached hereto as Schedule “A” (the
"Subscription Agreement").

	 	 	 
	_________________________________________________	 	Number of Shares: ________________________________
	(Name of Subscriber - please print) 	 	 
	 	 	 
	By:   _____________________________________________	 	 
	         (Authorized
      Signature) 	 	Aggregate Subscription Price: $ ______________________
	 	 	 
	_________________________________________________	 	 
	(Official Capacity or Title – please print) 	 	 
	 	 	Disclosed Beneficial Purchaser
      Information: 
	_________________________________________________	 	 
	(Please print name of individual whose signature appears above
      if different than the name of the subscriber printed above.) 		If the Subscriber is signing as agent for
      a principal and is not a trust company or trust corporation purchasing as
      trustee or agent for accounts fully managed by it or a person acting on
      behalf of a fully managed account managed by it, and in each case
      satisfying the criteria set forth in National Instrument 45- 106, complete
      the following and ensure that Exhibit 1 is completed on behalf of such
      principal ("Disclosed Beneficial Purchaser"): 
	 	 
	_________________________________________________	 
	(Subscriber's Address) 	 
	 	 
	_________________________________________________	 
	 	 	 
	 	 	_________________________________________________
	_________________________________________________	 	(Name of Principal) 
	(Telephone Number) (E-mail Address) 	 	 
	 	 	_________________________________________________
	_________________________________________________	 	(Principal's Address) (E-mail Address) 
	(Social Insurance Number or Tax Identification Number) 	 	 
	 	 	_________________________________________________
	 	 	(Social Insurance Number or Tax Identification
      Number) 
	 	 	 
	 	 	 
	 	 	 
	Register the Shares as set forth below: 	 	Deliver the Shares as set forth
      below: 
	 	 	 
	_________________________________________________	 	_________________________________________________
	(Name) 	 	(Name) 
	 	 	 
	_________________________________________________	 	_________________________________________________
	(Account reference, if applicable) 	 	(Account reference, if applicable) 
	 	 	 
	_________________________________________________	 	_________________________________________________
	(Address) 	 	(Contact Name) 
	 	 	 
	_________________________________________________	 	_________________________________________________
	 	 	(Address) 
	 	 	 
	 	 	_________________________________________________
	 	 	 


ACCEPTANCE: The Corporation hereby accepts the
subscription as set forth above on the terms and conditions contained in this
Subscription Agreement. 

________________________________, 2006 

	PARK PLACE ENERGY INC. 	Subscription No: 


	 
	By:  
      ____________________________________________________


This is the first page of an agreement comprised of 8
pages (not including Exhibits). 




- 2 - 

SCHEDULE "A" 
TERMS AND CONDITIONS OF SUBSCRIPTION
FOR FLOW-THROUGH SHARES 

  OF PARK PLACE ENERGY INC.

Terms of the Offering 

1.        The Subscriber
acknowledges (on its own behalf and, if applicable, on behalf of each person on
whose behalf the Subscriber is contracting) that this subscription is subject to
rejection, acceptance or allotment by the Corporation in whole or in part. 

2.        The Subscriber
acknowledges (on its own behalf and, if applicable, on behalf of each person on
whose behalf the Subscriber is contracting) that the Shares subscribed for by it
hereunder form part of a larger issuance and sale by the Corporation on a
private placement basis of up to ___________ Shares at a subscription price of
$_____ per Unit (the "Offering"). 

3.        The Subscriber
acknowledges (on its own behalf and, if applicable, on behalf of each person on
whose behalf the Subscriber is contracting) that this Offering is not subject to
any minimum subscription level, and therefore (i) any funds invested are
available to the Corporation immediately upon closing and need not be refunded
to the Subscriber if the project or program for which the proceeds will be used
does not proceed, and (ii) the Subscriber may be the only purchaser of Shares
under this Offering. 

Representations, Warranties and Covenants by Subscriber


4.        The Subscriber (on
its own behalf and, if applicable, on behalf of each person on whose behalf the
Subscriber is contracting) represents, warrants and covenants to the Corporation
(and acknowledges that the Corporation is relying thereon) that: 

	(a) 	
      it has been independently advised that the Corporation is
      not a reporting issuer and restrictions with respect to trading in the
      Shares imposed by applicable securities legislation, confirms that no
      representation (written or oral) has been made to it by or on behalf of
      the Corporation with respect thereto, acknowledges that it is aware of the
      characteristics of the Shares, the risks relating to an investment therein
      and of the fact that it may not be able to resell the Shares except in
      accordance with limited exemptions under applicable securities legislation
      and regulatory policy until expiry of the applicable hold period or
      restricted period and compliance with the other requirements of applicable
      law; and it agrees that any certificates representing the Shares will bear
      a legend indicating that the resale of such securities is restricted;
      and

	 	 	 
	(b) 	
      it has not received or been provided with, nor has it
      requested, nor does it have any need to receive, any offering memorandum,
      any prospectus, sales or advertising literature, or any other document
      (other than an annual report, annual information form, interim report,
      information circular or any other continuous disclosure document, other
      than an offering memorandum, the content of which is prescribed by statute
      or regulation) describing or purporting to describe the business and
      affairs of the Corporation which has been prepared for delivery to, and
      review by, prospective purchasers in order to assist it in making an
      investment decision in respect of the Shares; and

	 	 	 
	(c) 	
      it has not become aware of any advertisement in printed
      media of general and regular paid circulation (or other printed public
      media), radio, television or telecommunications or other form of
      advertisement (including electronic display) with respect to the
      distribution of the Shares; and

	 	 	 
	(d) 	
      unless it is purchasing under subparagraph 4(e), it is
      purchasing the Shares as principal for its own account, not for the
      benefit of any other person, for investment only and not with a view to
      the resale or distribution of all or any of the Shares, it is resident in
      the jurisdiction set out as the "Subscriber's Address" on the face page
      hereof and it fully complies with one or more of the criteria set forth
      below:

	 	 	 
		(i) 	
      it is resident in Canada and the aggregate
      acquisition cost of the Shares subscribed for by it is not less than
      $150,000 and, if it is not an individual, the Subscriber was not created
      or used solely to purchase or hold securities in reliance on prospectus or
      dealer registration exemptions available under securities laws in these
      jurisdictions; or

	 	 	 
		(ii) 	
      it is resident in Canada and it is an
      "accredited investor", as such term is defined in National
      Instrument 45-106 entitled "Prospectus and Registration Exemptions"
      ("NI 45-106"), it was not created or used solely to purchase or
      hold securities as an accredited investor as described in paragraph (m) of
      the definition of "accredited investor" in NI 45-106 and has concurrently
      executed







- 3 - 

	 		
      and delivered a Representation Letter in the form
      attached to this Subscription Agreement as Exhibit 1 and specifically
      represents and warrants that one or more of the categories set forth in
      Appendix A attached to the Representation Letter correctly, and in all
      respects, describes the undersigned, and will describe the undersigned as
      at the Closing Date (as defined in paragraph 10 hereof), and the
      undersigned has so indicated by initialling the category which so
      describes it; or

	 	 	 
	 	(iii) 	
      it is resident in any province or territory in Canada
      except Ontario (and if a resident of Saskatchewan, complete Form 45-106
      F5) and is one of the following and the Subscriber has so indicated by
      initialling the applicable paragraph:




	 	____	(I) 	
      a "director", "executive officer" or "control
        person" (as such terms are defined in NI 45-106 and reproduced in
        Appendix A to Exhibit 1 of this Subscription Agreement) of the Corporation,
        or of an affiliate of the Corporation; or

	 	 	 	 
	 	____	(II) 	
      a "spouse" (as such term is defined in NI 45-106
        and reproduced in Appendix A to Exhibit 1 of this Subscription Agreement),
        parent, grandparent, brother, sister or child of any person referred to
        in subparagraph (I) above; or

	 	 	 	 
	 	____	(III) 	
      a parent, grandparent, brother, sister or child of the
        spouse of any person referred to in subparagraph (I) above; or

	 	 	 	 
	 	____	(IV) 	
      a "close personal friend" of any person referred
        to in subparagraph (I) above and, if requested by the Corporation, will
        provide a signed statement describing the relationship with any such persons.
        For the purposes of this subparagraph (IV), "close personal friend" means
        that the Subscriber or, if applicable, the Disclosed Beneficial Purchaser,
        has known such individual well enough and for a sufficient period of time
        and in a sufficiently close relationship (where such relationship is direct
        and extends beyond being a relative or a member of the same organization,
        association or religious group or a client, customer or former client
        or customer or being a close personal friend of a close personal friend
        of such individual) to be in a position to assess the capabilities and
        the trustworthiness of such individual; or

	 	 	 	 
	 	____	(V) 	
      a "close business associate" of any person referred
        to in subparagraph (I) above and, if requested by the Corporation, will
        provide a signed statement describing the relationship with any of such
        persons. For the purposes of this subparagraph (V) "close business associate"
        means that the subscriber or, if applicable, the Disclosed Beneficial
        Purchaser, has had sufficient prior business dealings with such individual
        (where such relationship is direct and extends beyond being a casual business
        associate or a person introduced or solicited for the purpose of purchasing
        securities or a client, customer or former client or customer or being
        a close business associate of a close business associate of such individual)
        to be in a position to assess the capabilities and trustworthiness of
        such individual; or

	 	 	 	 
	 	____	(VI) 	
      a "founder" (as such term is defined in NI 45-106
        and reproduced in Appendix A to Exhibit 1 of this Subscription Agreement)
        of the Corporation or a spouse, parent, grandparent, brother, sister,
        child, close personal friend or close business associate of a founder
        of the Corporation;

	 	 	 	 
	 	____	(VII) 	
      a parent, grandparent, brother, sister or child of the
        spouse of a founder of the Corporation; or

	 	 	 	 
	 	____	(VIII) 	
      a person or company of which a majority of the voting
        securities are beneficially owned by, or a majority of directors are,
        persons or companies described in subparagraphs (I) through (VII) above;
        or

	 	 	 	 
	 	____	(IX) 	
      a trust or estate of which all of the beneficiaries
        or a majority of the trustees or executors are persons or companies described
        in subparagraphs (I) through (VII) above; or








- 4 - 

	 	(iv) 	
      it is resident in Canada and it is one of the
      following and the Subscriber has so indicated by initialling the
      applicable paragraph:




	 	____	(I) 	
      an employee, "executive officer",
      "director" or "consultant" (as such term is defined in NI
      45-106 and reproduced in Appendix A to Exhibit 1 of this Subscription
      Agreement) of the Corporation and participation in the trade is voluntary,
      or

	 	 	 	 
	 	____	(II) 	
      an employee, "executive officer",
      "director" or "consultant" of a "related entity" (as
      such term is defined in NI 45-106 and reproduced in Appendix A to Exhibit
      1 of this Subscription Agreement) of the Corporation and participation in
      the trade is voluntary; or

	 	 	 	 
	 	____	(III) 	
      a "permitted assign" (as such term is defined in
      NI 45-106 and reproduced in Appendix A to Exhibit 1 of this Subscription
      Agreement) of a person referred to in paragraphs (I) or (II) and
      participation in the trade is voluntary; or

	 	 	 	 
	 	____	(IV) 	
      a trustee, custodian or administrator acting as agent on
      behalf of, or for the benefit of, one of the persons or companies
      described in subparagraphs (I) through (III) above for the purpose of
      facilitating the trade and participation in the trade is voluntary;
    or




	 	(v) 	
      it is resident in Ontario and is one of the following and
      the Subscriber has so indicated by initialling the applicable
      paragraph:




	 	____	(i) 	
      a "founder" (as such term is defined in NI 45-106
      and reproduced in Appendix A to Exhibit 1 of this Subscription Agreement)
      of the Corporation; or

	 	 	 	 
	 	____	(ii) 	
      an "affiliate" (as such term is defined in NI
      45-106 and reproduced in Appendix A to Exhibit 1 of this Subscription
      Agreement) of a founder of the Corporation; or

	 	 	 	 
	 	____	(iii) 	
      a "spouse", (as such term is defined in NI 45-106
      and reproduced in Appendix A to Exhibit 1 of this Subscription Agreement)
      parent, grandparent, brother, sister or child of the spouse of an
      executive officer, director or founder of the Corporation; or

	 	 	 	 
	 	____	(iv) 	
      a person that is the "control person" (as such
      terms are defined in NI 45-106 and reproduced in Appendix A to Exhibit 1
      of this Subscription Agreement) of the
Corporation;




	 	(vi) 	
      it is a resident of any jurisdiction other than a
      province or territory of Canada, and

	 	 	 	 
	 		(A) 	
      the sale of Shares to the Subscriber hereunder is in
      compliance with the requirements of all applicable laws in the
      jurisdiction of its residence and does not give rise to any registration
      requirements in such jurisdiction or any requirements for the delivery of
      a prospectus, offering memorandum or similar disclosure document to the
      Subscriber; and

	 	 	 	 
	 		(B) 	
      the Subscriber will provide such evidence of compliance
      with all matters described in (A) above as the Corporation may request;
      or




	(e) 	
      if it is not purchasing as a principal, it is duly
      authorized to enter into this Subscription Agreement and to execute and
      deliver all documentation in connection with the purchase on behalf of
      each beneficial purchaser, each of whom is purchasing as principal for its
      own account, not for the benefit of any other person, and not with a view
      to the resale or distribution of all or any of the Shares, it acknowledges
      that the Corporation and the Agent is required by law to disclose to
      certain regulatory authorities the identity of each beneficial purchaser
      of Shares for whom it may be acting, and it and each beneficial purchaser
      is resident in the jurisdiction set out as the "Subscriber's Address
      and:




	 	(A) 	
      subject to securities laws applicable to the Subscriber,
      if it is acting as agent for one or more Disclosed Beneficial Principals,
      each of such principals is purchasing as principal for its own account,
      not for the benefit of any other person, for investment only, and not with
      a







- 5 - 

	 		
      view to the resale or distribution of all or any of the
      Shares, and each of such principals complies with subparagraphs (i),
      (ii), (iii), (iv), (v), (vi) or (vii) of paragraph 3(d) hereof as are
      applicable to it by virtue of its place of residence or by virtue of the
      securities laws of such place being applicable to the Subscriber;
  or

	 	 	 
	 	(B) 	
      it is an "accredited investor" as such term is defined in
      paragraphs (p) or (q) of the definition of "accredited investor" in NI
      45-106 and reproduced in Appendix A to Exhibit 1 of this Subscription
      Agreement (provided, however, that it is not a trust company or trust
      corporation registered under the laws of Prince Edward Island that is not
      registered or authorized under the Trust and Loan Companies Act
      (Canada) or under comparable legislation in another jurisdiction in
      Canada) and has concurrently executed and delivered a Representation
      Letter in the form attached hereto as Exhibit 1 and has initialled
      Appendix A thereto indicating that Subscriber satisfies one of the
      categories of "accredited investor" set out in paragraphs (p) or (q) of
      Appendix A thereto; and




	(f) 	
      it acknowledges that:

	 	 	 
		(i) 	
      no securities commission or similar regulatory authority
      has reviewed or passed on the merits of the Shares; and

	 	 	 
		(ii) 	
      there is no government or other insurance covering the
      Shares; and

	 	 	 
		(iii) 	
      there are risks associated with the purchase of the
      Shares; and

	 	 	 
		(iv) 	
      there are restrictions on the Subscriber's ability to
      resell the Shares and it is the responsibility of the Subscriber to find
      out what those restrictions are and to comply with them before selling the
      Shares; and

	 	 	 
		(v) 	
      the Corporation has advised the Subscriber that the
      Corporation is relying on an exemption from the requirements to provide
      the Subscriber with a prospectus and to sell securities through a person
      or company registered to sell securities under the Securities Act
      (Alberta) and other applicable securities laws and, as a consequence
      of acquiring the Shares pursuant to this exemption, certain protections,
      rights and remedies provided by the Securities Act (Alberta) and
      other applicable securities laws, including statutory rights of rescission
      or damages, will not be available to the Subscriber; and

	 	 	 
	(g) 	
      it is aware that the Shares have not been and will not be
      registered under the United States Securities Act of 1933, as
      amended ("U.S. Securities Act") or any state securities laws and
      that these securities may not be offered or sold in the United States
      without registration under the U.S. Securities Act and applicable laws of
      all applicable states or compliance with requirements of an exemption from
      registration and acknowledges that the Corporation has no present
      intention of filing a registration statement under the U.S. Securities Act
      in respect of the Shares; and

	 	 	 
	(h) 	
      the Shares have not been offered to the Subscriber in the
      United States, and the individuals making the order to purchase the Shares
      and executing and delivering this Subscription Agreement on behalf of the
      Subscriber were not in the United States when the order was placed and
      this Subscription Agreement was executed and delivered; and

	 	 	 
	(i) 	
      it is not a U.S. Person (as such term is defined in
      Regulation S under the U.S. Securities Act, which definition includes, but
      is not limited to, an individual resident in the United States, an estate
      or trust of which any executor or administrator or trustee, respectively,
      is a U.S. Person and any partnership or corporation organized or
      incorporated under the laws of the United States) and is not purchasing
      the Shares on behalf of, or for the account or benefit of, a person in the
      United States or a U.S. Person; and

	 	 	 
	(j) 	
      it undertakes and agrees that it will not offer or sell
      the Shares in the United States unless such securities are registered
      under the U.S. Securities Act and the securities laws of all applicable
      states of the United States or an exemption from such registration
      requirements is available, and further that it will not resell the Shares,
      except in accordance with the provisions of applicable securities
      legislation, regulations, rules, policies and orders and stock exchange
      rules; and







- 6 - 

	(k) 	
      if a corporation, partnership, unincorporated association
      or other entity, it has the legal capacity to enter into and be bound by
      this Subscription Agreement and further certifies that all necessary
      approvals of directors, shareholders, partners or otherwise have been
      given and obtained; and

	 	 
	(l) 	
      if an individual, it is of the full age of majority and
      is legally competent to execute this Subscription Agreement and take all
      action pursuant hereto; and

	 	 
	(m) 	
      this Subscription Agreement has been duly and validly
      authorized, executed and delivered by and constitutes a legal, valid,
      binding and enforceable obligation of the Subscriber; and

	 	 
	(n) 	
      in the case of a subscription by it for Shares acting as
      agent for a beneficial purchaser, it is duly authorized to execute and
      deliver this Subscription Agreement and all other necessary documentation
      in connection with such subscription on behalf of such principal and this
      Subscription Agreement has been duly authorized, executed and delivered by
      or on behalf of, and constitutes a legal, valid, binding and enforceable
      agreement of, such principal; and

	 	 
	(o) 	
      it has such knowledge in financial and business affairs
      as to be capable of evaluating the merits and risks of its investment and
      it, or, where it is not purchasing as principal, each beneficial
      purchaser, is able to bear the economic risk of loss of its investment;
      and

	 	 
	(p) 	
      it understands that Shares are being offered for sale
      only on a "private placement" basis and that the sale and delivery of the
      Shares is conditional upon such sale being exempt from the requirements
      under applicable securities laws as to the filing of a prospectus or
      delivery of an offering memorandum or upon the issuance of such orders,
      consents or approvals as may be required to permit such sale without the
      requirement of filing a prospectus or delivering an offering memorandum
      and, as a consequence (i) it is restricted from using most of the civil
      remedies available under applicable securities legislation; (ii) it may
      not receive information that would otherwise be required to be provided to
      it under applicable securities legislation; and (iii) the Corporation is
      relieved from certain obligations that would otherwise apply under
      applicable securities legislation; and

	 	 
	(q) 	
      if required by applicable securities legislation,
      regulations, rules, policies or orders or by any securities commission,
      stock exchange or other regulatory authority, the Subscriber will execute,
      deliver, file and otherwise assist the Corporation in filing, such
      reports, undertakings and other documents with respect to the issue of the
      Shares including, without limitation in the case of an accredited investor
      resident in or otherwise subject to applicable securities laws of a
      jurisdiction in Canada, a Representation Letter in the form attached
      as Exhibit 1; and

	 	 
	(r) 	
      it will not resell the Shares except in accordance with
      the provisions of applicable securities legislation and stock exchange
      rules, if applicable, in the future; and

	 	 
	(s) 	
      the entering into of this Subscription Agreement and the
      completion of the transactions contemplated hereby will not result in a
      violation of any of the terms or provisions of any law applicable to the
      Subscriber, or if the Subscriber is not a natural person, any of the
      Subscriber's constating documents, or any agreement to which the
      Subscriber is a party or by which it is bound; and

	 	 
	(t) 	
      the Subscriber acknowledges that it has been encouraged
      to obtain independent legal, income tax and investment advice with respect
      to its subscription for the Shares and accordingly, has had an opportunity
      to acquire an understanding of the meanings of all terms contained herein
      relevant to the Subscriber for purpose of giving the representations,
      warranties and covenants under this Subscription
  Agreement.



Matters Relating to the Flow-Through
Shares

5.        In addition to
other terms defined herein, for the purposes of Sections 5, 6, 7 and 8 hereof,
the following words and phrases have the following meanings: 

	(a) 	
      "Canadian Development Expense(s)" or "CDE"
      means Canadian development expense described in paragraph (a) or (b) of
      the definition of "Canadian development expense" in subsection 66.2(5) of
      the Act or would be described in paragraph (f) of such definition if the
      words "any of paragraphs (a) to (e)" in that paragraph were read as
      "paragraphs (a) and (b)", excluding amounts which are prescribed to
      constitute "Canadian exploration and development overhead expenses" under
      the Tax Act, the amount of any assistance described in paragraphs
      66(12.62)(a) and 66(12.601)(c) of the Tax Act;







- 7 - 

	(b) 	
      "Canadian Exploration Expense(s)" or "CEE"
      means Canadian exploration expense described in the definition of
      "Canadian exploration expense" in subsection 66.1(6) of the Tax Act and,
      when renounced under subsection 66(12.66) of the Act, means CEE described
      in paragraphs (a) and (d) of the definition of "Canadian exploration
      expense" in subsection 66.1(6) of the Tax Act or that would be described
      in paragraph (h) of such definition if the reference therein to
      "paragraphs (a) to (d) and (f) to (g.1)" were a reference to "paragraphs
      (a) and (d)", excluding amounts which are prescribed to constitute
      "Canadian exploration and development overhead expenses" under the Tax
      Act, the amount of any assistance described in paragraph 66(12.6)(a) of
      the Tax Act and any expense described in paragraph 66(12.6)(b.1) of the
      Tax Act;

	 	 	 
	(c) 	
      "Commitment Amount" means an amount equal to $0.40
      multiplied by the number of Shares subscribed and paid for pursuant to
      this Subscription Agreement;

	 	 	 
	(d) 	
      "Expenditure Period" means the period commencing
      on the date of acceptance by the Corporation of this Subscription
      Agreement and ending on the earlier of:

	 	 	 
		(i) 	
      the date on which the Commitment Amount has been fully
      expended in accordance with the terms hereof; and

	 	 	 
		(ii) 	
      December 31, 2007;

	 	 	 
	(e) 	
      "Principal Business Corporation" means a
      principal-business corporation as defined in subsection 66(15) of the Tax
      Act;

	 	 	 
	(f) 	
      "Qualifying CDE" means CDE incurred by the
      Corporation which is eligible for renunciation as CEE under subsection
      66(12.601) of the Tax Act;

	 	 	 
	(g) 	
      "Qualifying Expenditures" means expenses that are
      Qualifying CDE and CEE at the date they are incurred;

	 	 	 
	(h) 	
      "Tax Act" means the Income Tax Act
      (Canada), together with any and all regulations promulgated
      thereunder, as amended from time to time.



6.        The Corporation
hereby represents and warrants to the Subscriber (on its own behalf and, if
applicable, on behalf of each person on whose behalf the Subscriber is
contracting) and acknowledges that the Subscriber is relying thereon that: 

	(a) 	
      the Corporation has the full corporate right, power and
      authority to incur and renounce to the Subscriber, Qualifying Expenditures
      in an amount equal to the Commitment Amount; and

	 	 
	(b) 	
      the incurring and renunciation of Qualifying Expenditures
      to the Subscriber pursuant hereto, does not and will not constitute a
      breach of or default under the constating documents of the Corporation or
      any law, regulation, order or ruling applicable to the Corporation or any
      agreement, contract or indenture to which the Corporation is a party or by
      which it is bound; and

	 	 
	(c) 	
      the Corporation has no reason to believe that it will be
      unable to incur during the Expenditure Period or that it will be unable to
      renounce to the Subscriber effective on or before December 31, 2006,
      Qualifying Expenditures in an aggregate amount equal to the Commitment
      Amount and the Corporation has no reason to expect any reduction of such
      amount by virtue of subsection 66(12.73) of the Tax Act; and

	 	 
	(d) 	
      upon issuance pursuant to the provisions hereof, the
      Shares will be "flow through shares" as defined in subsection 66(15) of
      the Tax Act and will not constitute "prescribed shares" for the purpose of
      Regulation 6202.1 of the Tax Act except as a consequence solely of one or
      more agreements, arrangements, obligations or undertakings as contemplated
      by such provisions in respect of the Shares to which, or in respect of
      which, the Corporation is not a party and in respect of which the
      Corporation has no knowledge.

	 	 
	(e) 	
      as of the date hereof, the taxable capital amount of the
      Corporation, as that expression is defined in paragraph 66(12.6011) of the
      Tax Act, does not exceed $15,000,000 for the purposes of determining the
      Corporation's right to renounce Qualifying CDE to the
  Subscriber.







- 8 - 

7.        The Corporation
covenants and agrees with the Subscriber (on its own behalf and, if applicable,
on behalf of each person on whose behalf the Subscriber is contracting): 

	(a) 	
      to incur, during the Expenditure Period, Qualifying
      Expenditures in such amount as enables the Corporation to renounce to the
      Subscriber, in accordance with the Tax Act and this Subscription
      Agreement, Qualifying Expenditures in an amount equal to the Commitment
      Amount; and

	 	 
	(b) 	
      to renounce to the Subscriber, effective on or before
      December 31, 2006, Qualifying Expenditures incurred during the Expenditure
      Period, as required under the Tax Act and this Subscription Agreement, in
      an amount equal to the Commitment Amount; and

	 	 
	(c) 	
      to deliver to the Subscriber, not later than March 31,
      2007, a statement setting forth the aggregate amounts of such Qualifying
      Expenditures renounced to the Subscriber; and

	 	 
	(d) 	
      that all Qualifying Expenditures renounced to the
      Subscriber pursuant to this Subscription Agreement will be Qualifying
      Expenditures incurred by the Corporation that, but for the renunciation to
      the Subscriber, the Corporation would be entitled to deduct in computing
      its income for the purposes of Part I of the Tax Act; and

	 	 
	(e) 	
      that if the amount renounced to the Subscriber hereunder
      is reduced pursuant to subsection 66(12.73) of the Tax Act, and as the
      sole recourse to the Subscriber for such reduction, the Corporation shall
      indemnify the Subscriber as to, and pay in settlement thereof to the
      Subscriber, an amount equal to the amount of any tax payable under the Tax
      Act (and under any corresponding provincial legislation) by the Subscriber
      as a consequence of such reduction; and

	 	 
	(f) 	
      that if the Corporation does not renounce to the
      Subscriber Qualifying Expenditures equal to the Commitment Amount
      effective on or before December 31, 2006, and as the sole recourse to the
      Subscriber for such failure, the Corporation shall indemnify the
      Subscriber as to, and pay in settlement thereof to the Subscriber, an
      amount equal to the amount of any tax payable under the Tax Act (and under
      any corresponding provincial legislation) by the Subscriber as a
      consequence of such failure; and

	 	 
	(g) 	
      that the Corporation is a Principal Business Corporation
      and will maintain its status as a Principal Business Corporation
      throughout the Expenditure Period; and

	 	 
	(h) 	
      to file all prescribed forms required under the Tax Act
      necessary to renounce Qualifying Expenditures equal to the Commitment
      Amount to the Subscriber effective on or before December 31, 2006 and to
      provide the Subscriber with a copy of all such forms as are required to be
      provided thereto, all on a timely basis; and

	 	 
	(i) 	
      that the Corporation will not be subject to the
      provisions of subsection 66(12.67) of the Tax Act in a manner which
      impairs its ability to renounce Qualifying Expenditures to the Subscriber
      in an amount equal to the Commitment Amount; and

	 	 
	(j) 	
      that the Corporation shall incur and renounce Qualifying
      Expenditures pursuant to this Subscription Agreement and all other
      agreements with other persons providing for the issue of Shares entered
      into by the Corporation on the Closing Date (collectively the "Other
      Agreements") pro rata by number of Shares issued or to be issued pursuant
      thereto before incurring and renouncing Qualifying Expenditures pursuant
      to any other agreement which the Corporation has entered into, or shall
      enter into after the Closing Date with any person with respect to the
      issue of common shares of the Corporation which are "flow-through shares"
      as defined in subsection 66(15) of the Tax Act; and

	 	 
	(k) 	
      that if the Corporation is required under the Tax Act to
      reduce Qualifying Expenditures previously renounced to the Subscriber, the
      reduction shall be made pro rata by the number of Shares issued or to be
      issued pursuant to this Subscription Agreement to the reduction made under
      the Other Agreements; and

	 	 
	(l) 	
      that in the event that the Corporation cannot renounce to
      the Subscriber Qualifying Expenditures equal to the Commitment Amount, the
      Corporation shall renounce such lesser amount as is permitted and, to the
      extent the Corporation has incurred expenses which are capable of
      renunciation, but which are not Qualifying Expenditures, the Corporation
      shall, if agreed to by the Subscriber, renounce such expenses to the
      Subscriber, without any prejudice to any other rights the Subscriber may
      have under this Subscription Agreement; and







- 9 - 

	(m) 	
      to keep proper books, records and accounts, including
      books, records and accounts of all Qualifying Expenditures and all
      transactions affecting the Commitment Amount and the Qualifying
      Expenditures and to make such books, records and accounts available for
      inspection or audit by or on behalf of a Subscriber at the Subscriber's
      expense. 

	  	
       

	8. 	
      The Subscriber covenants, agrees and represents and
      warrants to the Corporation that 

	  	
       

	(a) 	
      neither the Subscriber, nor the beneficial purchaser, as
      the case may be, has or will knowingly enter into any agreement or
      arrangement which will cause the Shares to be or become "prescribed
      shares" for purposes of the Tax Act; and 

	  	
       

	(b) 	
      if the Subscriber or beneficial purchaser, as the case
      may be, is a corporation, trust or partnership, it does not and will not
      knowingly have, in respect of a renunciation of Qualifying Expenditures
      hereunder, a "prohibited relationship" with the Corporation within the
      meaning of subsection 66(12.671) of the Tax Act. 

	  	
       

	(c) 	
      it deals at arm's length with the Corporation within the
      meaning of the Income Tax Act (Canada) and will continue to do deal at
      arm's length with the Corporation at all material times.




Closing 

9.        The Subscriber
agrees to deliver to the Corporation, not later than 5:00 p.m. (Alberta time) on
the day that is two business days before the Closing Date (as defined below):
(a) this duly completed and executed Subscription Agreement; (b) all other
documents contemplated herein, as contemplated by paragraph 3(q) hereof; and (c)
a certified cheque or bank draft in the amount of the Aggregate Subscription
Price.

10.        The sale of the
Shares pursuant to this Subscription Agreement will be completed at the offices
of the Corporation, in Calgary, Alberta at 10:00 a.m. or such other time as is
established by the Corporation (the "Closing Time") on ___________ or
such other date as is established by the Corporation (the "Closing
Date"). If this Subscription Agreement is rejected in whole or in part, the
Subscriber acknowledges that the unused portion of the subscription amount will
be promptly returned to it without interest.

11.        The Corporation
shall be entitled to rely on delivery of a facsimile copy of executed
subscriptions, and acceptance by the Corporation of such facsimile subscriptions
shall be legally effective to create a valid and binding agreement between the
Subscriber and the Corporation in accordance with the terms hereof. In addition,
this Subscription Agreement may be executed in counterparts, each of which shall
be deemed to be an original and all of which shall constitute one and the same
document. 

General 

12.        The Subscriber,
on its own behalf and (if applicable) on behalf of others for whom it is
contracting hereunder, agrees that the representations, warranties and covenants
of the Subscriber herein will be true and correct both as of the execution of
this Subscription Agreement and as of the Closing Time and will survive the
completion of the issuance of the Shares. The representations, warranties and
covenants of the Subscriber herein are made with the intent that they be relied
upon by the Corporation and their respective counsel in determining the
eligibility of a purchaser of Shares and the Subscriber agrees to indemnify and
save harmless the Corporation and its respective affiliates, shareholders,
directors, officers, employees and agents against all losses, claims, costs,
expenses and damages or liabilities which any of them may suffer or incur which
are caused or arise from a breach thereof. The Subscriber undertakes to
immediately notify the Corporation at Park Place Energy Inc., 1220 - 666 Burrard
Street, Vancouver, B.C. V6C 2X8, Attention: David Stadnyk, of any change in any
statement or other information relating to the Subscriber set forth herein which
takes place prior to the Closing Time. 

13.        The Subscriber
acknowledges and agrees that all costs incurred by the Subscriber (including any
fees and disbursements of any special counsel retained by the Subscriber)
relating to the sale of the Shares to the Subscriber shall be borne by the
Subscriber. 

14.        The contract
arising out of this Subscription Agreement and all documents relating thereto
shall be governed by and construed in accordance with the laws of the Province
of Alberta and the federal laws of Canada applicable therein. The parties
irrevocably attorn to the exclusive jurisdiction of the courts of the Province
of Alberta. Time shall be of the essence hereof. 




- 10 - 

15.        The Subscriber,
on its own behalf and, if applicable, on behalf of others for whom it is
contracting hereunder, agrees that this subscription is made for valuable
consideration and may not be withdrawn, cancelled, terminated or revoked by the
Subscriber, on its own behalf and, if applicable, on behalf of others for whom
it is contracting hereunder. 

16.        The invalidity,
illegality or unenforceability of any provision of this Subscription Agreement
shall not affect the validity, legality or enforceability of any other provision
hereof. 

17.        The headings used
in this Subscription Agreement have been inserted for convenience of reference
only and shall not affect the meaning or interpretation of this Subscription
Agreement or any provision hereof. 

18.        This Subscription
Agreement represents the entire agreement of the parties hereto relating to the
subject matter hereof and there are no representations, covenants or other
agreements relating to the subject matter hereof except as stated or referred to
herein.

19.        The covenants,
representations and warranties contained herein shall survive the closing of the
transactions contemplated hereby. 

20.        Neither this
Subscription Agreement nor any provision hereof shall be modified, changed,
discharged or terminated except by an instrument in writing signed by the party
against whom any waiver, change, discharge or termination is sought. 

21.        In this
Subscription Agreement (including attachments), references to "$" or "Cdn. $"
are to Canadian dollars. 

22.        The Subscriber
acknowledges that this Subscription Agreement and the Schedules hereto require
the Subscriber to provide certain personal information to the Corporation. Such
information is being collected by the Corporation for the purposes of completing
this private placement, which includes, without limitation, determining the
Subscriber's eligibility to purchase the Shares under applicable securities
legislation, preparing and registering certificates representing Shares to be
issued to the Subscriber and completing filings required by any stock exchange
or securities regulatory authority. The Subscriber's personal information may be
disclosed by the Corporation to: (a) stock exchanges or securities regulatory
authorities, (b) the Corporation's registrar and transfer agent, (c) any
government agency, board or other entity, (d) Canada Revenue Agency; and (e) any
of the other parties involved in this private placement, including legal
counsel, and may be included in record books in connection with the Offering. By
executing this Subscription Agreement, the Subscriber is deemed to be consenting
to the foregoing collection, use and disclosure of the Subscriber's personal
information. The Subscriber also consents to the filing of copies or originals
of any of the Subscriber's documents described in Section 3(q) of this
Subscription Agreement as may be required to be filed with any stock exchange or
securities regulatory authority in connection with the transactions contemplated
hereby. 

23.        The Subscriber
represents and warrants that the Aggregate Subscription Price which will be
advanced by the Subscriber to the Corporation hereunder will not represent
proceeds of crime for the purposes of the Proceeds of Crime (Money
Laundering) and Terrorist Financing Act (Canada) (the "PCMLA")
and the Subscriber acknowledges that the Corporation may in the future be
required by law to disclose the Subscriber's name and other information relating
to this Agreement and the Subscriber's subscription hereunder, on a confidential
basis, pursuant to the PCMLA. To the best of its knowledge (i) none of the
subscription funds to be provided by the Subscriber (A) have been or will be
derived from or related to any activity that is deemed criminal under the law of
Canada, the United States of America, or any other jurisdiction, or (B) are
being tendered on behalf of a person or entity who has not been identified to
the Subscriber, and (ii) it shall promptly notify the Corporation if the
Subscriber discovers that any of such representations ceases to be true, and to
provide the Corporation with appropriate information in connection therewith.


24.        The Subscriber
acknowledges that the personal information provided to the Corporation in this
Subscription Agreement and the Exhibits hereto may be provided to the Ontario
Securities Commission (the "OSC") pursuant to the authority granted to the OSC
in securities legislation for the purposes of the administration and enforcement
of the securities legislation of Ontario. For further information or to make
inquiries regarding this indirect collection of personal information, the
Subscriber may contact the Administrative Assistant to the Director of Corporate
Finance of the OSC, at telephone (416) 593-8086. 




EXHIBIT 1 

REPRESENTATION LETTER 

(FOR ACCREDITED INVESTORS) 

TO:       
PARK PLACE ENERGY INC. (the "Corporation") 

                In
connection with the agreement to purchase common shares of the Corporation
("Shares") by the undersigned subscriber or, if applicable, the principal
on whose behalf the undersigned is purchasing as agent (the "Subscriber"
for the purposes of this Exhibit 1), the Subscriber hereby represents, warrants,
covenants and certifies to the Corporation that: 

	1. 	
      The Subscriber is resident in Canada, or is subject to
      the laws of a jurisdiction of Canada;

	 	 
	2. 	
      The Subscriber is purchasing the Shares as principal for
      its own account or complies with the provisions of paragraph 4(e)(A) or
      4(e)(B) of the Subscription Agreement;

	 	 
	3. 	
      The Subscriber is an "accredited investor" within the
      meaning of National Instrument 45-106 "Prospectus and Registration
      Exemptions" by virtue of satisfying the indicated criterion as set out in
      Appendix A to this Representation Letter; and

	 	 
	4. 	
      Upon execution of this Representation Letter by the
      Subscriber, this Representation Letter shall be incorporated into and form
      a part of the Subscription Agreement.



Dated: _________________________, 2006


_____________________________________________________
Print
name of Subscriber 

By:    _________________________________________________
         
Signature 

          
_________________________________________________
          
Print name of Signatory (if different from Subscriber) 

           _________________________________________________
          
Title 

IMPORTANT: PLEASE INITIAL THE APPLICABLE PROVISION IN

APPENDIX A ON THE NEXT PAGE 




APPENDIX A 

PLEASE MARK YOUR INITIALS BESIDE THE CATEGORY OF "ACCREDITED
INVESTOR" TO WHICH YOU BELONG. 

Accredited Investor (defined in National Instrument
45-106 ("NI 45-106")) means: 

	_______	(a) 	
      a Canadian financial institution, or a Schedule III
      bank;

	 	 	 
	_______	(b) 	
      the Business Development Bank of Canada incorporated
      under the Business Development Bank of Canada Act
  (Canada);

	 	 	 
	_______	(c) 	
      a subsidiary of any person referred to in paragraphs (a)
      or (b), if the person owns all of the voting securities of the subsidiary,
      except the voting securities required by law to be owned by directors of
      that subsidiary;

	 	 	 
	_______	(d) 	
      a person registered under the securities legislation of a
      jurisdiction of Canada as an adviser or dealer, other than a person
      registered solely as a limited market dealer under one or both of the
      Securities Act (Ontario) or the Securities Act (Newfoundland
      and Labrador);

	 	 	 
	_______	(e) 	
      an individual registered or formerly registered under the
      securities legislation of a jurisdiction of Canada as a representative of
      a person referred to in paragraph (d);

	 	 	 
	_______	(f) 	
      the Government of Canada or a jurisdiction of Canada, or
      any crown corporation, agency or wholly owned entity of the Government of
      Canada or a jurisdiction of Canada;

	 	 	 
	_______	(g) 	
      a municipality, public board or commission in Canada and
      a metropolitan community, school board, the Comité de gestion de la taxe
      scolaire de l’île de Montréal or an intermunicipal management board in
      Québec;

	 	 	 
	_______	(h) 	
      any national, federal, state, provincial, territorial or
      municipal government of or in any foreign jurisdiction, or any agency of
      that government;

	 	 	 
	_______	(i) 	
      a pension fund that is regulated by either the Office of
      the Superintendent of Financial Institutions (Canada) or a pension
      commission or similar regulatory authority of a jurisdiction of
    Canada

	 	 	 
	_______	(j) 	
      an individual who, either alone or with a spouse,
      beneficially owns, directly or indirectly, financial assets having an
      aggregate realizable value that before taxes, but net of any related
      liabilities, exceeds $1,000,000;

	 	 	 
	_______	(k) 	
      an individual whose net income before taxes exceeded
      $200,000 in each of the two most recent calendar years or whose net income
      before taxes combined with that of a spouse exceeded $300,000 in each of
      the two most recent calendar years and who, in either case, reasonably
      expects to exceed that net income level in the current calendar
    year;

	 	 	 
	 		
      (Note: If individual accredited investors wish to
      purchase through wholly- owned holding companies or similar entities, such
      purchasing entities must qualify under paragraph (t) below, which must be
      initialled)

	 	 	 
	_______	(l) 	
      an individual who, either alone or with a spouse, has net
      assets of at least $5,000,000;

	 	 	 
	_______	(m) 	
      a person, other than an individual or investment fund,
      that has net assets of at least $5,000,000 as shown on its most recently
      prepared financial statements, provided that such person has not been
      created or used solely to purchase or hold securities as an accredited
      investor;

	 	 	 
	_______	(n) 	
      an investment fund that distributes or has distributed
      its securities only to







- 2 - 

	 	(A) 	
      a person that is or was an accredited investor at the
      time of the distribution,

	 	 	 
	 	(B) 	
      a person that acquires or acquired securities in the
      circumstances referred to in sections 2.10 [Minimum amount
      investment], and 2.19 [Additional investment in investment funds]
      of NI 45-106, or

	 	 	 
	 	(C) 	
      a person described in paragraph (A) or (B) that acquires
      or acquired securities under section 2.18 [Investment fund
      reinvestment] of NI 45-106;




	_______	(o) 	
      an investment fund that distributes or has distributed
      securities under a prospectus in a jurisdiction of Canada for which the
      regulator or, in Québec, the securities regulatory authority, has issued a
      receipt;

	 	 	 
	_______	(p) 	
      a trust company or trust corporation registered or
      authorized to carry on business under the Trust and Loan Companies Act
      (Canada) or under comparable legislation in a jurisdiction of Canada
      or a foreign jurisdiction, acting on behalf of a fully managed account
      managed by the trust company or trust corporation, as the case may
    be;

	 	 	 
	_______	(q) 	
      a person acting on behalf of a fully managed account
      managed by that person, if that person

	 	 	 
	 		
      (A)        is
      registered or authorized to carry on business as an adviser or the
      equivalent under the securities legislation of a jurisdiction of Canada or
      a foreign jurisdiction,

	 	 	 
	_______	(r) 	
      a registered charity under the Income Tax Act
      (Canada) that, in regard to the trade, has obtained advice from an
      eligibility adviser or an adviser registered under the securities
      legislation of the jurisdiction of the registered charity to give advice
      on the securities being traded;

	 	 	 
	_______	(s) 	
      an entity organized in a foreign jurisdiction that is
      analogous to any of the entities referred to in paragraphs (a) to (d) or
      paragraph (i) in form and function;

	 	 	 
	_______	(t) 	
      a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law to be owned by directors, are persons that are accredited
      investors;

	 	 	 
	_______	(u) 	
      an investment fund that is advised by a person registered
      as an adviser or a person that is exempt from registration as an adviser;
      or

	 	 	 
	_______	(v) 	
      a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Québec, the
      regulator as




	 	(A) 	
      an accredited investor, or 

	 	  	
       

		(B) 	
      an exempt purchaser in Alberta or British Columbia after
      NI 45-106 comes into force. 



NOTE: The investor must initial beside the applicable
portion of the above definition. 

For the purposes hereof: 

"affiliate" means an issuer connected with another
issuer because 

	 	(a) 	
      one of them is the subsidiary of the other;

	 	 	 
	 	(b) 	
      each of them is controlled by the same person;
  or

	 	 	 
	 	(c) 	
      for the purposes of Saskatchewan securities law, both are
      subsidiaries of the same issuer;







- 3 - 

"beneficial ownership" of securities by a person occurs


	 	(a) 	
      for the purposes of British Columbia securities law, when
      such securities are beneficially owned by

	 	 	 	 
	 		(A) 	
      an issuer controlled by that person; or

	 	 	 	 
	 		(B) 	
      an affiliate of that person or an affiliate of an issuer
      controlled by that person;

	 	 	 	 
	 	(b) 	
      for the purposes of Alberta securities law, when such
      securities are beneficially owned by

	 	 	 	 
	 		(A) 	
      a company controlled by that person or an affiliate of
      that company;

	 	 	 	 
	 		(B) 	
      an affiliate of that person; or

	 	 	 	 
	 		(C) 	
      through a trustee, legal representative, agent or other
      intermediary of that person;



"Canadian financial institution" means

	 	(a) 	
      an association governed by the Cooperative Credit
      Associations Act (Canada) or a central cooperative credit society for
      which an order has been made under section 473(1) of that Act,
or

	 	 	 
	 	(b) 	
      a bank, loan corporation, trust company, trust
      corporation, insurance company, treasury branch, credit union, caisse
      populaire, financial services cooperative, or league that, in each case,
      is authorized by an enactment of Canada or a jurisdiction of Canada to
      carry on business in Canada or a jurisdiction in
Canada;



"consultant" means, for an issuer, a person, other than
an employee, executive officer, or director of the issuer or of a related entity
of the issuer, that

	 	(a) 	
      is engaged to provide services to the issuer or a related
      entity of the issuer, other than services provided in relation to a
      distribution,

	 	 	 
	 	(b) 	
      provides the services under a written contract with the
      issuer or a related entity of the issuer, and

	 	 	 
	 	(c) 	
      spends or will spend a significant amount of time and
      attention on the affairs and business of the issuer or a related entity of
      the issuer and includes, for an individual consultant, a corporation of
      which the individual consultant is an employee or shareholder, and a
      partnership of which the individual consultant is an employee or
      partner;



"control person" means 

	 	(a) 	
      for the purposes of Alberta securities law, any person or
      company that holds or is one of a combination of persons or companies that
      holds

	 	 	 	 
	 		(i) 	
      a sufficient number of any of the securities of an issuer
      so as to affect materially the control of the issuer, or

	 	 	 	 
	 		(ii) 	
      more than 20% of the outstanding voting securities of an
      issuer except where there is evidence showing that the holding of those
      securities does not affect materially the control of the issuer;

	 	 	 	 
	 	(b) 	
      for the purposes of British Columbia securities
    law,

	 	 	 	 
	 		(i) 	
      a person who holds a sufficient number of the voting
      rights attached to all outstanding voting securities of an issuer to
      affect materially the control of the issuer, or

	 	 	 	 
	 		(ii) 	
      each person in a combination of persons, acting in
      concert by virtue of an agreement, arrangement, commitment or
      understanding, which holds in total a sufficient number of
  the







- 4 - 

voting rights attached to all
outstanding voting securities of an issuer to affect materially the control of
the issuer, 

and, if a person or combination of
persons holds more than 20% of the voting rights attached to all outstanding
voting securities of an issuer, the person or combination of persons is deemed,
in the absence of evidence to the contrary, to hold a sufficient number of the
voting rights to affect materially the control of the issuer; 

"director" means 

	 	(a) 	
      a member of the board of directors of a company or an
      individual who performs similar functions for a company, and

	 	 	 
	 	(b) 	
      with respect to a person that is not a company, an
      individual who performs functions similar to those of a director of a
      company;



"executive officer" means, for an issuer, an individual
who is

	 	(a) 	
      a chair, vice-chair or president,

	 	 	 
	 	(b) 	
      a vice-president in charge of a principal business unit,
      division or function including sales, finance or production,

	 	 	 
	 	(c) 	
      an officer of the issuer or any of its subsidiaries and
      who performs a policy-making function in respect of the issuer,
  or

	 	 	 
	 	(d) 	
      performing a policy-making function in respect of the
      issuer;



"financial assets" means 

	 	(a) 	
      cash,

	 	 	 
	 	(b) 	
      securities, or

	 	 	 
	 	(c) 	
      a contract of insurance, a deposit or an evidence of a
      deposit that is not a security for the purposes of securities
      legislation;



"foreign jurisdiction" means a country other than Canada
or a political subdivision of a country other than Canada; 

"founder" means, in respect of an issuer, a person who,


	 	(a) 	
      acting alone, in conjunction or in concert with one or
      more other persons or companies, directly or indirectly, takes the
      initiative in founding, organizing or substantially reorganizing the
      business of the issuer, and

	 	 	 
	 	(b) 	
      at the time of the proposed trade, is actively involved
      in the business of the issuer;



"fully managed account" means an account of a client for
which a person makes the investment decisions if that person has full discretion
to trade in securities for the account without requiring the client's express
consent to a transaction; 

"investment fund" means a mutual fund or non-redeemable
investment fund, and, for greater certainty in British Columbia, includes an
employee venture capital corporation that does not have a restricted
constitution , and is registered under Part 2 of the Employee Investment
Act (British Columbia), R.S.B.C. 1996 c. 112, and whose business objective
is making multiple investments and a venture capital corporation registered
under Part 1 of the Small Business Venture Capital Act (British
Columbia), R.S.B.C. 1996 c.429 whose business objective is making multiple
investments; 

"jurisdiction" means a province or territory of Canada
except when used in the term "foreign jurisdiction"; 




- 5 - 

"local jurisdiction" means the jurisdiction in which the
applicable securities regulatory authority is situate; 

"individual" means a natural person, but does not
include 

	 	(a) 	
      a partnership, unincorporated association, unincorporated
      syndicate, unincorporated organization or a trust, or

	 	 	 
	 	(b) 	
      a natural person in the person's capacity as trustee,
      executor, administrator or other legal
representative;



"mutual fund" includes an issuer of securities that
entitles the holder to receive on demand, or within a specified period after
demand, an amount computed by reference to the value of a proportionate interest
in the whole or in part of the net assets, including a separate fund or trust
account, of the issuer of the securities, and, for the purposes of British
Columbia securities law, also includes 

	 	(a) 	
      an issuer described in an order that the British Columbia
      Securities Commission may make pursuant to section 3.2 of the
      Securities Act (British Columbia); and

	 	 	 
	 	(b) 	
      an issuer that is in a class of prescribed
  issuers,



but does not include an issuer, or a class of issuers,
described in an order that the British Columbia Securities Commission may make
under section 3.1 of the Securities Act (British Columbia); 

"non-redeemable investment fund" means an issuer, 

	 	(a) 	
      whose primary purpose is to invest money provided by its
      securityholders,

	 	 	 	 
	 	(b) 	
      that does not invest,

	 	 	 	 
	 		(A) 	
      for the purpose of exercising or seeking to exercise
      control of an issuer, other than an issuer that is a mutual fund or a
      nonredeemable investment fund, or

	 	 	 	 
	 		(B) 	
      for the purpose of being actively involved in the
      management of any issuer in which it invests, other than an issuer that is
      a mutual fund or a non-redeemable investment fund, and

	 	 	 	 
	 	(c) 	
      that is not a mutual fund;



"person" includes

	 	(a) 	
      an individual,

	 	 	 
	 	(b) 	
      a corporation,

	 	 	 
	 	(c) 	
      a partnership, trust, fund and an association, syndicate,
      organization or other organized group of persons, whether incorporated or
      not, and

	 	 	 
	 	(d) 	
      an individual or other person in that person’s capacity
      as a trustee, executor, administrator or personal or other legal
      representative;



"regulator" means, for the local jurisdiction, the
Executive Director or Director as defined under securities legislation of the
local jurisdiction; 

"related entity" means, for an issuer, a person that
controls or is controlled by the issuer or that is controlled by the same person
that controls the issuer; 

"related liabilities" means: 




- 6 - 

	 	(a) 	
      liabilities incurred or assumed for the purpose of
      financing the acquisition or ownership of financial assets; or

	 	 	 
	 	(b) 	
      liabilities that are secured by financial
  assets;



"Schedule III bank" means an authorized foreign bank
named in Schedule III of the Bank Act (Canada); 

"securities legislation" means 

	 	(a) 	
      for British Columbia, the Securities Act (British
      Columbia) and the regulations, rules and forms under such Act and the
      blanket rulings and orders issued by the British Columbia Securities
      Commission;

	 	 	 
	 	(b) 	
      for Alberta, the Securities Act (Alberta) and the
      regulations and rules under such Act and the blanket rulings and orders
      issued by the Alberta Securities Commission;



"securities regulatory authority" means 

	 	(a) 	
      the British Columbia Securities Commission;

	 	 	 
	 	(b) 	
      the Alberta Securities
Commission;



"spouse" means an individual who, 

	 	(a) 	
      is married to another individual and is not living
      separate and apart within the meaning of the Divorce Act (Canada),
      from the other individual,

	 	 	 
	 	(b) 	
      is living with another individual in a marriage-like
      relationship, including a marriage-like relationship between individuals
      of the same gender, or

	 	 	 
	 	(c) 	
      in Alberta, is an individual referred to in paragraph (a)
      or (b), or is an adult interdependent partner within the meaning of the
      Adult Interdependent Relationships Act
(Alberta);



"voting security" means any security which: 

	 	(a) 	
      is not a debt security; and

	 	 	 
	 	(b) 	
      carries a voting right either under all circumstances or
      under some contingency that has occurred and is
  continuing;



All monetary references are in Canadian Dollars.