Filed by Automated Filing Services Inc. (604) 609-0244 - Park Place Energy Corp. - Exhibit 10.11






PARK PLACE ENERGY INC. 
Suite 1220, Park Place

666 Burrard Street 
Vancouver, B.C. V6C 2X8 

January 1, 2007 

 

David Stadnyk 
Suite 1220 – 666 Burrard Street

Vancouver, BC V6C 2X8 

Dear Mr. Stadnyk: 

Re:      Management Services


The following are the terms and conditions upon which Park
Place Energy Inc. (the "Company") is prepared to contract with you to provide
your services to the Company. By signing this letter agreement you accept the
following terms and conditions: 

1.                     
 Work Duties 

1.1                   
 You will carry out such duties and responsibilities as the board of
directors may from time to time determine including, but not limited to, the
duties of President of the Company. 

2.                     
 Term of Engagement 

2.1                     The
contract shall be for a three year period, starting January 1, 2007 and ending
December 31, 2010, provided that this Agreement shall be automatically renewed
for successive terms on a year to year basis unless notice of non-renewal is
effected by either party with written notice of non-renewal at least 90 days
prior to the expiry of the then applicable term of this Agreement, in which case
this Agreement will expire on the last day of such term. 

3.                      
Consideration 

3.1                    
Subject to the other terms and conditions of this Agreement, the Company agrees
to pay consideration of CDN$20,000 per month for the services provided
hereunder, subject to such increases as the board of directors shall determine.
Such consideration is to be paid pro rata and in arrears as at the end of each
month, provided that, by written notice to the Company within five business days
of the end of any month, you may elect to receive such monthly instalment in
shares of the Company, in which case such shares shall be valued based upon the
weighted average closing price of the Company shares for the last five trading
days of such month. 




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3.2                     You
shall also be eligible for incentive compensation in the form of stock options
in the Company, in accordance with the policy formulated by the Company from
time to time. Eligibility for stock options shall be determined by the Company's
compensation committee. 

4.                     
 Expenses 

4.1                    
In accordance with policies formulated by the Company from time to time, you
will be reimbursed for all reasonable travelling and other expenses actually and
properly incurred by you in connection with the performance of your duties and
functions. For all such expenses, you will be required to keep proper accounts
and to furnish statements and vouchers to the Company within 30 days after the
date the expenses are incurred. 

5.                      
Service to the Company 

5.1                     During
the term of this Agreement, you shall devote such amount of time as shall be
reasonably necessary to performing the services hereunder provided that it is
acknowledged that it is not intended that you devote the whole of your working
time to providing the services hereunder. 

6.                     
 Confidentiality 

6.1                    
All business and trade secrets and confidential information and knowledge which
may be acquired during the terms of this Agreement related to the business and
affairs of the Company (collectively the "Confidential Information"), will for
all purposes and at all times, both during the term of this Agreement and at all
times thereafter, be held by you in trust for the exclusive benefit of the
Company. Neither during the term of this Agreement nor at any time thereafter
shall such Confidential Information be disclosed to any corporation or person
other than the Company, nor will it be used for any purposes other than those
expressly authorized by the Company. This paragraph does not apply to any
information which would be found in the public domain. 

7.                      
Termination 

7.1                    
The following termination and resignation provisions apply to this Agreement:


(a)      it
may be terminated by you on 30 days' prior written notice to the Company; and


(b)      on
receipt of such notice, the Company may elect to pay a pro rata portion of the
annual compensation provided for hereunder for such 30 days, in which case the
Agreement will terminate immediately upon receipt of such payment. 

8.                     
 Independent Contractor 

8.1                    
In performing the services hereunder, it is acknowledged that you are acting as
an independent contractor and not as an employee of the Company. 




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9.                     
 Law of the Contract 

9.1                    
Any dispute relating to the terms of this Agreement will be resolved pursuant to
the laws of the Province of British Columbia. 

If you are prepared to accept an engagement by the Company on
the foregoing terms, kindly confirm your acceptance and agreement by signing the
enclosed duplicate copy of this letter where indicated and return one copy to
us. 

This engagement letter supersedes and replaces any prior
consulting or employment agreements which you may have had, directly or
indirectly, with the Company or any subsidiary of the Company. 

We ask you to fully consider all of the above terms and to
obtain any advice you feel is necessary, including legal advice, before you
execute this Agreement. 

Yours very truly, 

PARK PLACE ENERGY INC. 

 

	Per: 	/s/ Slobodan Vuksanovic
	 
	  	Authorized Signatory 	 


 

ACCEPTED AND AGREED TO EFFECTIVE AS OF THE 1ST DAY
OF JANUARY, 2007. I HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS SET OUT IN
THIS LETTER AGREEMENT. I HAVE BEEN GIVEN FULL OPPORTUNITY TO CONSULT LEGAL
ADVISORS OF MY CHOOSING. 

 

/s/ David Stadnyk 
DAVID STADNYK