Filed by Automated Filing Services Inc. (604) 609-0244 - Park Place Energy Corp. - Exhibit 10.4






SUBSCRIPTION FOR COMMON SHARES 
Dated
_______________


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
  shares (the “Shares”) of the Corporation set forth below at
  a subscription price of $0.25 per Share (i.e. (the “Subscription Amount”)
  upon and subject to the terms and conditions set forth in “Terms and
  Conditions of Subscription for Common Shares of Park Place Energy Inc.”
  attached hereto (together with the face pages and the attached Exhibits, the
  “Subscription Agreement”). 

	 	 	 
	______________________________________________	 	Number of Shares: ________________________________
	(Name
      of Subscriber – please print) 	 	 
	 	 	 
	By:
      __________________________________________	 	 
	       
      (Authorized Signature) 	 	Aggregate Subscription Price: $ ______________________
	 	 	 
	_____________________________________________	 	 
	Official
      Capacity or Title - please print) 	 	 
	 	 	If the Subscriber is signing as agent
      for a principal and is not deemed to be acting as principal pursuant
      to National Instrument 45-106, the Subscriber represents and warrants
      that the name and residential address of such principal is as follows:
    
	_____________________________________________	 
	(Please
      print name of individual whose signature appears above if 	 
	different
      than the name of the subscriber printed above.) 	 
	 	 	 
	_____________________________________________	 	 
	(Subscriber’s
      Address) 	 	_____________________________________________
	 	 	(Name of Principal) 
	_____________________________________________	 	 
	 	 	 
	_____________________________________________	 	_____________________________________________
	(Telephone
      Number)                                       
      (E-mail Address) 	 	(Principal’s Address)                                                    
      (E-mail Address) 
	 	 	 
	 	 	 
	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) 
	 	 	 
	 	 	______________________________________________
	 	 	 







- 2 - 


  	Subscriber’s Present Holdings:
        
 

        The Subscriber represents that securities of the Corporation presently
        owned (beneficially, directly or indirectly) by the Subscriber are as
        follows  (please indicate “nil” if you do not currently
        own any securities of the Corporation): 
	

        Type of Securities Presently Owned 
	 Number or Amount 
	Direct Ownership 
	Indirect Ownership 

        (Including Control or Direction) 
	 

        
	 	 
	
  	 	 
	
  	 	 




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

__________________, 2007. 
Execution Date 

PARK PLACE ENERGY INC. 


By: ______________________________________

Consent to Collection, Use and Disclosure of Personal
Information 

The Subscriber acknowledges that this Subscription Agreement
and the Exhibits hereto require the Subscriber to provide certain personal
information to the Corporation including the Subscriber’s name, address,
telephone number and e-mail address. Such information is being collected by the
Corporation for the purposes of completing the offering of Shares, which
includes, without limitation, determining the Subscriber’s eligibility to
purchase the Shares under applicable securities legislation, preparing and
registering any certificates representing the 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, and (c) any of the other
parties involved in the offering, including legal counsel to the Corporation. By
executing this Subscription Agreement, the Subscriber consents 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 7 below as may be required to be
filed with any stock exchange or securities regulatory authority in connection
with the transactions contemplated hereby. 




- 3 - 

TERMS AND CONDITIONS OF SUBSCRIPTION FOR 
COMMON 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 5,000,000 Shares at a
subscription price of $0.25 per Share (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 and Warranties of the Corporation 

4.              
The Corporation hereby represents and warrants to, and covenants with, the
Subscriber as follows and acknowledges that the Subscriber is relying on such
representations and warranties in connection with the transactions contemplated
herein: 

(a)        the Corporation has
been duly incorporated and is validly subsisting and in good standing under the
laws of its jurisdiction of incorporation, continuation or amalgamation; 

(b)        the Corporation is
duly registered and licensed to carry on business in the jurisdictions in which
it carries on business or owns property where required under the laws of that
jurisdiction; 

(c)        the execution of
this Subscription Agreement and the issuance and sale of the Shares by the
Corporation does not and will not conflict with, and does not and will not
result in a breach of, any of the terms of the Corporation’s incorporating
documents or any agreement or instrument to which the Corporation is a party;


(d)        this Subscription
Agreement has been or will be by the closing, duly authorized by all necessary
corporate action on the part of the Corporation, duly executed and delivered by
the Corporation, and constitutes or will constitute a legal, valid and binding
agreement of the Corporation enforceable against the Corporation, and the
Corporation has full corporate power and authority to undertake the Offering;


(e)        the Corporation has
complied and will comply fully with the requirements of all applicable corporate
and securities laws in all matters relating to the Offering; 

Acknowledgements, Representations, Warranties and Covenants
of the Subscriber 

5.                     
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 and its
counsel is relying thereon) that: 

(a)        it has been
independently advised that the Corporation is not a reporting issuer and that
restrictions with respect to trading in the Shares will be imposed by applicable
securities legislation, and it confirms that no representation has been made to
it by or on behalf of the Corporation with respect to such 




- 4 - 

restrictions, and it 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 restriction
period and compliance with the other requirements of applicable law, and it
agrees that any certificates representing the Shares may 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 in prescribed form, or any other document
(other than financial statements, interim financial statements or any other
document, the content of which is prescribed by statute or regulation)
describing 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)        the Subscriber
acknowledges and agrees that no prospectus has been filed by the Corporation
with any securities commission or similar authority in Canada or elsewhere, in
connection with the issuance of the Shares, and the issuance and the sale of the
Shares is subject to such sale being exempt from the prospectus/registration
requirements under the applicable securities laws in the jurisdictions in which
the Offering is made and accordingly: 

(i)        the Subscriber is
restricted from using certain of the civil remedies available under such
legislation;

(ii)       the Subscriber may not
receive information that might otherwise be required to be provided to it under
such legislation; 

(iii)      the Subscriber is
relieved from certain obligations that would otherwise apply under such
legislation; 

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

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

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

(e)        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 

(f)        The Subscriber is
aware and accepts that the Shares have not been and will not be registered under
the United States Securities Act of 1933, as amended (the "1933 Act"), or
the securities laws of any state of the United States and, subject to certain
exceptions, may not be offered or sold in the United States or to, or for the
benefit or account of, any person in the United States or any U.S. Person. "U.S.
Person" has the meaning set forth in Rule 902 of Regulation S promulgated under
the 1933 Act. The Subscriber acknowledges that, subject to certain exceptions
provided under the 1933 Act, the Securities may not be transferred, sold or
exercised in the United States or by or on behalf of a U.S. Person unless such
Securities are registered under the 1933 Act and applicable state securities
laws or unless an exemption from such registration law is available, and the
Subscriber understands that certificates representing the Shares issued to it
may so indicate; and 




- 5 - 

(g)        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 

(h)        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 

(i)        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 

(j)        in the case of a
subscription by it for Shares acting as agent for a disclosed principal, 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 and binding
agreement of, such principal; and 

(k)        it acknowledges that
no representation has been made to it with respect to the future value or price
of the Shares; and 

(l)        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 

(m)        it understands that
the 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 as to the filing of a prospectus or the preparation
of an offering memorandum in prescribed form 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 in
prescribed form and that certain protections, rights and remedies provided by
applicable securities legislation, in connection with the filing of a prospectus
may not be available to the Subscriber; and 

(n)        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 as may be required; and

(o)        the entering into of
this Subscription Agreement and 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 

(p)        the funds
representing the Subscription Amount which will be advanced by the Subscriber
hereunder will not represent proceeds of crime for the purposes of the
Proceeds of Crime (Money Laundering) Act (Canada) 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
Subscription Agreement and the Subscriber’s subscription hereunder, on a
confidential basis, pursuant to the Proceeds of Crime (Money Laundering)
Act (Canada) and to the best of the Subscriber’s 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;
and 




- 6 - 

(q)        it has been
encouraged to and should obtain independent legal, income tax and investment
advice with respect to its subscription for Shares and accordingly, has been
independently advised as to the meanings of all terms contained herein relevant
to the Subscriber for the purposes of giving representations, warranties and
covenants under this Subscription Agreement; 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 delivery of this
Subscription Agreement, the acceptance hereof by the Corporation and the
issuance of the Shares to the Subscriber complies with all applicable laws of
the Subscriber’s jurisdiction of residence and domicile and will not cause the
Corporation or any of its officers or directors to become subject to or require
any disclosure, prospectus or other reporting requirement; and 

(t)        the Subscriber is
capable of assessing the proposed investment as a result of the Subscriber’s
financial experience or as a result of advice received from a registered person
other than the Corporation or any affiliates thereof; and 

(u)        the Subscriber
acknowledges that the Corporation may complete additional financings in the
future in order to develop the business of the Corporation and to fund its
ongoing development; that there is no assurance that such financings will be
available and, if available, on reasonable terms; any such future financings may
have a dilutive effect on current securityholders, including the Subscriber;
that if such future financings are not available, the Corporation may be unable
to fund its ongoing development and the lack of capital resources may result in
the failure of its business venture. 

Subscriber’s Exemption Status 

Subscribers who are Residents of Canada 

6.                     
The Subscriber, by its execution of this Subscription Agreement, hereby further
represents and warrants to, and covenants with, the Corporation (which
representations, warranties and covenants will survive the closing of the
Offering) that the Subscriber is purchasing the Shares as principal for its own
account, it is purchasing such Shares not for the benefit of any other person,
and not with a view to the resale or distribution of the Shares and, one of the
following exemptions is applicable to the Subscriber [circle the subsection
that applies]: 

Insiders’ Family, Close Friends and
Business Associates Exemption [not available for residents of Ontario or
Saskatchewan]:

(a)        The Subscriber is
(circle the applicable subsection, if any): 

(i)        a director,
executive officer or control person of the Corporation or of an affiliate of the
Corporation; 

(ii)       a spouse, parent,
grandparent, brother, sister or child of a director, executive officer or
control person of the Corporation, or of an affiliate of the Corporation, 

(iii)      a
parent, grandparent, brother, sister or child of the spouse of a director,
executive officer or control person of the Corporation or of an affiliate of the
Corporation, 

(iv)       a close personal
friend of a director, executive officer or control person of the Corporation, or
of an affiliate of the Corporation, 

(v)        a close business
associate of a director, executive officer or control person of the Corporation,
or of an affiliate of the Corporation,




- 7 - 

(vi)       a founder 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 a spouse of a founder of the Corporation, 

(viii)     a
person or company of which a majority of the voting securities are beneficially
owned by, or a majority of the directors are persons described in paragraphs (i)
to (vii) above; or 

(ix)       a trust or estate of
which all of the beneficiaries or a majority of the trustees or executors are
persons described in paragraphs (i) to (vii); 

Minimum Amount Exemption 

(b)        The aggregate
acquisition cost of purchasing the Shares will not be less than Cdn.$150,000
paid in cash at the time of purchase, and the Subscriber has not been created or
used solely to purchase or hold the Shares in reliance on this Exemption; 

Accredited Subscriber Exemption


(c)        The Subscriber is an
“Accredited Investor” and the Subscriber has properly completed and duly
executed the Canadian Accredited Investor Certificate attached to this
Subscription Agreement as Appendix I and confirms the truth and accuracy of all
statements made by the Subscriber in such certificate. 

Subscribers who are Residents of the United States


7.                     
If the Subscriber is a person in the United States or a U.S. Person, the
Subscriber acknowledges and agrees that the Shares will be offered and sold to
the Subscriber without such offers and sales being registered under the 1933
Act, and will be issued to the Subscriber in accordance with an exemption of the
registration requirements of the 1933 Act provided by Rule 506 of Regulation D
of the 1933 Act based on the representations and warranties of the Subscriber in
this Subscription Agreement. As such, the Subscriber further acknowledges and
agrees that all Shares will, upon issuance, be “restricted securities” within
the meaning of the 1933 Act inasmuch as they are being acquired from the
Corporation in a transaction not involving a public offering and that under such
laws and applicable regulations such securities may be resold without
registration under the 1933 Act only in certain limited circumstances. The
Subscriber further acknowledges that the Offering has not been reviewed by the
SEC or any state or provincial securities regulatory authority. The Subscriber
has properly completed and duly executed the U.S. Accredited Investor
Certificate attached to this Subscription Agreement as Appendix II and confirms
the truth and accuracy of all statements made by the Subscriber in such
certificate. 

Closing 

8.                     
The purchase price is payable by the Subscriber to the Corporation
contemporaneously with the execution and delivery of this Subscription
Agreement, and the Shares will be allotted and issued to the Subscriber as soon
thereafter as is reasonably practicable. 

9.                     
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.


General 

10.                    
The Subscriber 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 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 in determining the eligibility 




- 8 - 

of a purchaser of Shares and the Subscriber agrees to indemnify
the Corporation against all losses, claims, costs, expenses and damages or
liabilities which it may suffer or incur which are caused or arise from an
inaccuracy or breach thereof and reliance thereon.

11.                     
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. 

12.                     
The Subscriber acknowledges that upon a subscription being accepted by the
Corporation, the Corporation will, subject to the terms and conditions set out
herein, issue to the Subscriber certificates evidencing the Subscriber’s
ownership of the Shares. 

13.                     
The terms and provisions of this Subscription Agreement shall be binding upon
and enure to the benefit of the Subscriber and the Corporation and their
respective heirs, executors, administrators, successors and assigns; provided
that, except for the assignment by a Subscriber who is acting as nominee or
agent to the beneficial owner and as otherwise herein provided, this
Subscription Agreement shall not be assignable by any party without prior
written consent of the other parties. 

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 British Columbia and the federal laws of Canada applicable
therein. The parties irrevocably attorn to the exclusive jurisdiction of the
courts of the Province of British Columbia. Time shall be of the essence hereof.


15.                     
Neither party to this Subscription Agreement may assign all or part of its
interest in or to this Subscription Agreement without the consent in writing of
the other party hereto. 

16.                     
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. 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.

17.                     
The covenants, representations and warranties contained herein shall survive the
closing of the transactions contemplated hereby. 

The remainder of this page is intentionally left blank





APPENDIX I 

CANADIAN ACCREDITED INVESTOR CERTIFICATE


(To be completed by Canadian Accredited Investors only)


The undersigned (the “Subscriber”) hereby confirms and
certifies to Park Place Energy Inc. (the “Issuer”) that the Subscriber is
purchasing the Shares as principal and that the Subscriber is an “Accredited
Investor” as defined in National Instrument 45-106 and is: [check appropriate
boxes] 

	[   ]	(a) 	
      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;

	 	 	 
	[   ]	(b) 	
      an individual whose net income before taxes exceeded
      $200,000 in each of the 2 most recent calendar years or whose net income
      before taxes combined with that of a spouse exceeded $300,000 in each of
      the 2 most recent calendar years and who, in either case, reasonably
      expects to exceed that net income level in the current calendar
    year;

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

	 	 	 
	[   ]	(d) 	
      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;

	 	 	 
	[   ]	(e) 	
      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
      Subscribers;

	 	 	 
	[   ]	(f) 	
      a Canadian financial institution, or a Schedule III
      bank;

	 	 	 
	[   ]	(g) 	
      the Business Development Bank of Canada incorporated
      under the Business Development Bank of Canada Act
  (Canada);

	 	 	 
	[   ]	(h) 	
      a subsidiary of any person referred to in paragraphs (f)
      or (g), 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;

	 	 	 
	[   ]	(i) 	
      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);

	 	 	 
	[   ]	(j) 	
      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 (i);

	 	 	 
	[   ]	(k) 	
      the Government of Canada or a jurisdiction of Canada, or
      any crown Issuer, agency or wholly owned entity of the Government of
      Canada or a jurisdiction of Canada;

	 	 	 
	[   ]	(l) 	
      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;







- 2 - 

	[   ]	(m) 	
      any national, federal, state, provincial, territorial or
      municipal government of or in any foreign jurisdiction, or any agency of
      that government;

	 	 	 	 
	[   ]	(n) 	
      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;

	 	 	 	 
	[   ]	(o) 	
      an investment fund that distributes or has distributed
      its securities only to

	 	 	 	 
	 		(i) 	
      a person that is or was an accredited Subscriber at the
      time of the distribution;

	 	 	 	 
	 		(ii) 	
      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

	 	 	 	 
	 		(iii) 	
      a person described in paragraph (i) or (ii) that acquires
      or acquired securities under Section 2.18 [Investment fund
      reinvestment] of NI 45-106;

	 	 	 	 
	[   ]	(p) 	
      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;

	 	 	 	 
	[   ]	(q) 	
      a trust company or trust Issuer 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 Issuer, as the case may
be;

	 	 	 	 
	[   ]	(r) 	
      a person acting on behalf of a fully managed account
      managed by that person, if that person

	 	 	 	 
	 		(i) 	
      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; and

	 	 	 	 
	 		(ii) 	
      in Ontario, is purchasing a security that is not a
      security of an investment fund;

	 	 	 	 
	[   ]	(s) 	
      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;

	 	 	 	 
	[   ]	(t) 	
      an entity organized in a foreign jurisdiction that is
      analogous to any of the entities referred to in paragraphs (f) to (i) or
      paragraph (n) in form and function;

	 	 	 	 
	[   ]	(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

	 	 	 	 
	 		(i) 	
      an accredited investor; or

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



and for purposes hereof, words and phrases which are used in
this Accredited Investor Certificate and which are defined in NI 45-106 shall
have the meaning ascribed thereto in NI 45-106. 




- 3 - 

The Subscriber hereby further confirms and certifies to the
Issuer that the Subscriber is not an entity created or used solely to purchase
or hold the Shares in the category of Accredited Investor described in Section
(d) above. 

EXECUTED by the Subscriber at _____________________, this
________ day of ___________________, 2007. 

	If a Issuer, partnership or other entity: 	 	If an Individual: 
	 	 	 
	Signature of Authorized Signatory 	 	Signature 
	 	 	 
	Name and Position of Signatory 	 	Print Name 
	 	 	 
	Name of Purchasing Entity 	 	Jurisdiction of Residence 
	 	 	 
	Jurisdiction of Residence 	 	  






EXHIBIT II 

U.S. ACCREDITED INVESTOR CERTIFICATE 

(To be completed by United States Accredited Investors only)


Capitalized terms not specifically defined in this certificate
have the meaning ascribed to them in the Subscription Agreement to which this
Exhibit II is attached. In the event of a conflict between the terms of this
certificate and such Subscription Agreement, the terms of this certificate shall
prevail. 

In addition to the covenants, representations and warranties
contained in the Subscription Agreement to which this Exhibit II is attached,
the undersigned Subscriber covenants, represents and warrants to the Corporation
that: 

(a)        It is (i) a U.S.
Person or a person in the United States and (ii) authorized to consummate the
purchase of the Shares. 

(b)        It has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Shares and it is able to
bear the economic risk of loss of its entire investment. 

(c)        The Issuer has
provided to it the opportunity to ask questions and receive answers concerning
the terms and conditions of the offering and it has had access to such
information concerning the Issuer as it has considered necessary or appropriate
in connection with its investment decision to acquire the Shares and that any
answers to questions and any request for information have been complied with to
the Subscriber's satisfaction. 

(d)        It is acquiring the
Shares for its own account, for investment purposes only and not with a view to
any resale, distribution or other disposition of the Securities in violation of
the United States securities laws. 

(e)        The address of the
Subscriber set out on the front page of the Subscription Agreement is the true
and correct principal address of the Subscriber and can be relied on by the
Issuer for the purposes of state blue-sky laws. 

(f)        It understands (i)
the Shares have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") or the securities
laws of any state of the United States and will be "restricted securities", as
defined in Rule 144 under the U.S. Securities Act; (ii) the sale contemplated
hereby is being made in reliance on an exemption from such registration
requirements; and (iii) subject to certain exceptions provided under the U.S.
Securities Act, the Shares may not be transferred or exercised in the United
States or by or on behalf of a U.S. Person unless such Shares are registered
under the U.S. Securities Act and applicable state securities laws, or unless an
exemption from such registration requirements is available. 

(g)        The Subscriber is an
"accredited investor" as defined in Rule 501 of Regulation D of the U.S.
Securities Act by virtue of meeting one of the following criteria (please
hand-write your initials on the appropriate lines): 

		__________	
      Category 1 
	
      An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust or partnership, not formed for the specific purpose
      of acquiring the Shares, with total assets in excess of $5,000,000;
  







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	 	__________	Category 2 	
      A natural person whose individual
        net worth, or joint net worth with that person’s spouse, on the date
        of purchase exceeds $1,000,000; 

	 	 	  	
      

	 	__________	Category 3 	
      A natural person who had an individual
        income in excess of $200,000 in each of the two most recent years or joint
        income with that person’s spouse in excess of $300,000 in each of
        those years and has a reasonable expectation of reaching the same income
        level in the current year; 

	 	 	  	
      

	 	__________	Category 4 	
      A “bank” as defined
        under Section (3)(a)(2) of the 1933 Act or savings and loan association
        or other institution as defined in Section 3(a)(5)(A) of the 1933 Act
        acting in its individual or fiduciary capacity; a broker dealer registered
        pursuant to Section 15 of the Securities Exchange Act of 1934 (United
        States); an insurance company as defined in Section 2(13) of the 1933
        Act; an investment company registered under the Investment Company
        Act of 1940 (United States) or a business development company
        as defined in Section 2(a)(48) of such Act; a Small Business Investment
        Company licensed by the U.S. Small Business Administration under Section
        301(c) or (d) of the Small Business Investment Act of 1958 (United
        States); a plan with total assets in excess of $5,000,000 established
        and maintained by a state, a political subdivision thereof, or an agency
        or instrumentality of a state or a political subdivision thereof, for
        the benefit of its employees; an employee benefit plan within the meaning
        of the Employee Retirement Income Security Act of 1974 (United
        States) whose investment decisions are made by a plan fiduciary, as defined
        in Section 3(21) of such Act, which is either a bank, savings and loan
        association, insurance company or registered investment adviser, or if
        the employee benefit plan has total assets in excess of $5,000,000, or,
        if a self-directed plan, whose investment decisions are made solely by
        persons that are accredited investors; 

	 	 	  	
      

	 	__________	Category 5 	
      A private business development
        company as defined in Section 202(a)(22) of the Investment Advisers
        Act of 1940 (United States); 

	 	 	  	
      

	 	__________	Category 6 	
      A director or executive officer
        of the Company; 

	 	 	  	
      

	 	__________	Category 7 	
      A trust with total assets in
        excess of $5,000,000, not formed for the specific purpose of acquiring
        the Shares, whose purchase is directed by a sophisticated person as described
        in Rule 506(b)(2)(ii) under the 1933 Act; 

	 	 	  	
      

	 	__________	Category 8 	
      An entity in which all of the
        equity owners satisfy the requirements of one or more of the foregoing
        categories; or 

	 	 	  	
      

	 	__________	Category 9 	
      A broker/deal registered under
        the 1933 Act and in the State of _____________________ . 



(h)        The Subscriber has
not purchased the Shares as a result of any form of general solicitation or
general advertising (as those terms are used in Regulation D under the U.S.
Securities Act), including advertisements, articles, notices or other
communications published in any newspaper, magazine or similar 




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media or broadcast over radio or
television, or other form of telecommunications, including electronic display,
or any seminar or meeting whose attendees have been invited by general
solicitation or general advertising. 

(i)        If the Subscriber
decides to offer, sell or otherwise transfer any of the Shares, it will not
offer, sell or otherwise transfer any of such Shares directly or indirectly,
unless: 

(i)        the sale is to the
Issuer; 

(ii)        the sale is made
outside the United States in a transaction meeting the requirements of Rule 904
of Regulation S under the U.S. Securities Act and in compliance with applicable
local laws and regulations; 

(iii)        the sale is made
pursuant to the exemption from the registration requirements under the U.S.
Securities Act provided by Rule 144 thereunder, if available, and in accordance
with any applicable state securities or "blue sky" laws; or 

(iv)        the securities are
sold in a transaction that does not require registration under the U.S.
Securities Act or any applicable state laws and regulations governing the offer
and sale of securities,

and, in the case of each of (iii) and
(iv) it has prior to such sale furnished to the Issuer an opinion of counsel
satisfactory to the Issuer acting reasonably stating that such transaction is
exempt from registration under applicable securities laws and that the legends
referred to in paragraph (1) below may be removed. 

(j)        It understands and
agrees that the Shares may not be acquired in the United States by or on behalf
of a U.S. Person or a person in the United States unless registered under the
U.S. Securities Act and any applicable state securities laws or unless an
exemption from such registration requirements is available. 

(k)        It acknowledges that
it has not purchased the Shares as a result of, and will not itself engage in,
any "directed selling efforts" (as defined in Regulation S under the U.S.
Securities Act) in the United States in respect of the Securities which would
include any activities undertaken for the purpose of, or that could reasonably
be expected to have the effect of, conditioning the market in the United States
for the resale of the Shares. 

(l)        The certificates
representing the Shares issued hereunder as well as all certificates issued in
exchange for or in substitution of the Shares, until such time as is no longer
required under the applicable requirements of the U.S. Securities Act or
applicable state securities laws, will bear, on the face of such certificate,
the legends in substantially the following form:


  
    
      
        "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
          UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S.
          SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
          THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT
          OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE
          TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN
          ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT;
          (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S.
          SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN
          COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION
          THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND
          ANY 

      

    

  






- 4 - 


  
    
      
        APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE
          OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE COMPANY AN OPINION
          OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY
          TO THE COMPANY TO SUCH EFFECT." 

        "THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY
          OF THE HOLDER HEREOF TO EFFECT "GOOD DELIVERY" OF THE SECURITIES REPRESENTED
          HEREBY ON A CANADIAN STOCK EXCHANGE. A CERTIFICATE WITHOUT A LEGEND
          MAY BE OBTAINED FROM THE REGISTRAR AND TRANSFER AGENT OF THE CORPORATION
          IN CONNECTION WITH A SALE OF THE SECURITIES REPRESENTED HEREBY AT A
          TIME WHEN THE CORPORATION IS A “FOREIGN ISSUER” AS DEFINED
          IN REGULATION S UNDER THE U.S. SECURITIES ACT, UPON DELIVERY OF THIS
          CERTIFICATE, AN EXECUTED DECLARATION AND, IF REQUESTED BY THE CORPORATION
          OR THE TRANSFER AGENT, AN OPINION OF COUNSEL OF RECOGNIZED STANDING,
          EACH IN FORM SATISFACTORY TO THE TRANSFER AGENT OF THE CORPORATION AND
          THE CORPORATION, TO THE EFFECT THAT SUCH SALE OF THE SECURITIES REPRESENTED
          HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER
          THE U.S. SECURITIES ACT."; 

      

    

  



(m)        provided, that if
the securities are being sold outside the United States in compliance with the
requirements of Rule 904 of Regulation S at a time when the Corporation is a
"foreign issuer" as defined in Regulation S at the time of sale, the legends set
forth above may be removed by providing an executed declaration to the registrar
and transfer agent of the Corporation, in substantially the form set forth as
Appendix A attached hereto (or in such other forms as the Corporation may
prescribe from time to time) and, if requested by the Corporation or the
transfer agent, an opinion of counsel of recognized standing in form and
substance satisfactory to the Corporation and the transfer agent to the effect
that such sale is being made in compliance with Rule 904 of Regulation S; and
provided, further, that, if any Shares are being sold otherwise than in
accordance with Regulation S and other than to the Corporation, the legend may
be removed by delivery to the registrar and transfer agent and the Corporation
of an opinion of counsel, of recognized standing reasonably satisfactory to the
Corporation, that such legend is no longer required under applicable
requirements of the U.S. Securities Act or state securities laws. 

(n)        It understands and
agrees that there may be material tax consequences to the Subscriber of an
acquisition or disposition of the Shares. The Corporation gives no opinion and
makes no representation with respect to the tax consequences to the Subscriber
under United States, state, local or foreign tax law of the undersigned’s
acquisition or disposition of such Shares. 

(o)        It consents to the
Corporation making a notation on its records or giving instructions to any
transfer agent of the Corporation in order to implement the restrictions on
transfer set forth and described in this certification and the Subscription
Agreement. 

(p)        It understands that
the Shares are "restricted securities" under applicable federal securities laws
and that the U.S. Securities Act and the rules of the United States Securities
and Exchange Commission (the "SEC") provide in substance that the Subscriber may
dispose of the Securities only pursuant to an effective registration statement
under the U.S. Securities Act or an exemption therefrom, and, other than as set
out herein, the Subscriber understands that the Corporation has no obligation to
register any of the Securities or to take action so as to permit sales pursuant
to the U.S. Securities Act (including Rule 144 thereunder). Accordingly, the
Subscriber understands that absent registration, under the rules of the SEC, the
Subscriber may be required to hold the Shares indefinitely or to transfer the
Shares in "private placements" which are exempt from registration under the U.S.
Securities Act, in which event the transferee will acquire "restricted
securities" subject to the same limitations as in the hands of the 




- 5 - 

Subscriber. As a consequence, the
Subscriber understands that it must bear the economic risks of the investment in
the Shares for an indefinite period of time. 

(q)        It understands and
acknowledges that the Corporation is not obligated to remain a "foreign issuer".


(r)        It has no intention
to distribute, and shall not transfer, either directly or indirectly any of the
Securities to any person within the United States or to U.S. persons except
pursuant to an effective registration statement under the U.S. Securities Act,
or an exemption therefrom. 

ONLY U.S. PURCHASERS NEED COMPLETE AND SIGN 

IN WITNESS WHEREOF, the undersigned, has executed this
Certificate as of the _______ day of _____________________, 2007. 

 

	If a Corporation, Partnership or Other Entity: 	 	If an Individual 
	  	 	  
	 	 	 
	Signature 	 	Signature 
	 	 	 
	Type of Entity 	 	Print or Type Name 
	 	 	 
	  	 	Social Security/Tax I.D.
      No. 






- 6 - 

Appendix "A" to 
U.S. ACCREDITED INVESTOR
CERTIFICATE 

Form of Declaration for Removal of Legend 

TO:        Registrar and
transfer agent for the shares of Park Place Energy Inc. (the "Corporation").


The undersigned (A) acknowledges that the sale of the
securities of the Corporation to which this declaration relates is being made in
reliance on Rule 904 of Regulation S under the United States Securities Act of
1933, as amended (the "U.S. Securities Act"), and (B) certifies that (1) the
undersigned is not (a) an "affiliate" of the Corporation (as that term is
defined in Rule 405 under the U.S. Securities Act) (b) a "distributor" as
defined in Regulation S or (c) an affiliate of a distributor; (2) the offer of
such securities was not made to a person in the United States and either (a) at
the time the buy order was originated, the buyer was outside the United States,
or the seller and any person acting on its behalf reasonably believed that the
buyer was outside the United States, or (b) the transaction was executed on or
through the facilities of a stock exchange outside of the United States and
neither the seller nor any person acting on its behalf knows that the
transaction has been prearranged with a buyer in the United States; (3) neither
the seller nor any affiliate of the seller nor any person acting on their behalf
has engaged or will engage in any directed selling efforts in the United States
in connection with the offer and sale of such securities; (4) the sale is bona
fide and not for the purpose of "washing off" the resale restrictions imposed
because the securities are “restricted securities” (as that term is defined in
Rule 144(a)(3) under the U. S. Securities Act); (5) the seller does not intend
to replace such securities with fungible unrestricted securities; and (6) the
contemplated sale is not a transaction, or part of a series of transactions,
which, although in technical compliance with Regulation S, is part of a plan or
scheme to evade the registration provisions of the U. S. Securities Act. Terms
used herein have the meanings given to them by Regulation S under the U.S.
Securities Act. 

Dated _______________200_. 

X
____________________________________________
Signature of individual (if
Purchaser is an individual) 

X
____________________________________________
Authorized signatory (if
Purchaser is not an individual) 

_____________________________________________
Name of Purchaser
(please print) 

_____________________________________________
Name of
authorized signatory (please print) 

_____________________________________________
Official capacity
of authorized signatory (please print) 

Affirmation by Seller’s Broker-Dealer 

We have read the foregoing representations of our customer,
_________________________ (the "Seller") dated _______________________, with
regard to the sale, for such Seller’s account, of the _________________
represented by certificate number ______________ of the Corporation described
therein, and we hereby affirm that, to the best of our knowledge and belief, the
facts set forth therein are full, true and correct.

Name of Firm 


Per:  
_____________________________________________
        
Authorized Officer 

Dated: _______________________200_.