Filed by Automated Filing Services Inc. (604) 609-0244 - Park Place Energy Corp. - Exhibit 10.9






FARMOUT PARTICIPATION AND OPTION AGREEMENT 

FORT ST. JOHN AREA, BRITISH COLUMBIA 

THIS AGREEMENT is made this 12th day of October, 2006


Between: 


  
    
      TERRA ENERGY CORP., a body corporate having an
        office in the City of Calgary, In the Province of Alberta (hereinafter
        referred to as “Farmor Participant”) 

    

  



- and - 


  
    
      REGAL ENERGY LTD., a body corporate having an
        office in the City of Calgary, in the Province of Alberta (hereinafter
        referred to as “Regal”) 

    

  



-and- 


  
    
      PATCH ENERGY INC., a body corporate having an
        office in the City of Vancouver, in the Province of British Columbia (hereinafter
        referred to as (“Patch”) 

    

  



-and- 


  
    
      PARK PLACE ENERGY INC., a body corporate having
        an office in the City of Vancouver in the Province of British Columbia
        (hereinafter referred to as (“Park Place”) 

    

  



Whereas Regal, Patch and Park Place are hereinafter collectively
  referred to as (“Farmee”);

Whereas Farmor Participant is the beneficial owner of
certain lands (“Farmout Lands”) as more particularly described in Schedule “A”
attached hereto and Farmee wishes to earn an interest in these lands; 

Whereas the following reflects the terms upon which
Farmor Participant is prepared to Farmout a portion of its interests in the
Farmout Lands and Farmee is prepared to earn an interest in those Farmout Lands.


NOW THEREFORE, in consideration of the mutual covenants
and agreements set forth herein, the Parties have agreed as follows: 

	1. 	
      DEFINITIONS

	 	 	 
		
      Each capitalized term used in this Agreement will have
      the meaning given to it in the Farmout & Royalty Procedure (as
      hereinafter defined) and, in addition:

	 	 	 
		(a) 	
      “Assignment Procedure” means the 1993 CAPL Assignment
      Procedure which is incorporated into this agreement by
reference;

	 	 	 
		(b) 	
      “Area of Mutual Interest” – “AMI” means all open crown
      lands which fall within the boundaries outlined red in Schedule “F”
      attached hereto;

	 	 	 
		(c) 	
      “Block A Farmout Lands” means those lands described under
      the relevant heading in Schedule A;

	 	 	 
		(d) 	
      “Block A-1 Option Lands” means those lands described
      under the relevant heading in Schedule A;








	 	(e) 	
      “Contract Depth” means the depths specified in Schedule E
      unless otherwise specifically agreed to by the parties;

	 	 	 
	 	(f) 	
      “Effective Date” means October 12, 2006;

	 	 	 
	 	(g) 	
      “Earning Block” means those lands pre-selected by Farmee
      to be earned under Commitment Well or Option Well earning provisions
      pursuant to the terms of this Agreement;

	 	 	 
	 	(h) 	
      “Earning Well” means any Commitment Well or Option Well
      drilled pursuant to this Agreement;

	 	 	 
	 	(i) 	
      “Farmout & Royalty Procedure” means the 1997 CAPL
      Farmout & Royalty Procedure, including the rates and elections as set
      forth in Schedule “C” attached hereto, which is incorporated into this
      agreement by reference;

	 	 	 
	 	(j) 	
      “Farmout Lands” means the Block A Lands, Rights,
      Encumbrances and Title Documents as set forth in Schedule “A” attached
      hereto and so titled, excluding Coalbed Methane;

	 	 	 
	 	(k) 	
      “Option Lands” means the Block A-1 Lands Rights,
      Encumbrances and Title Documents as set forth in Schedule “A” attached
      hereto and so titled, excluding Coalbed Methane;

	 	 	 
	 	(l) 	
      “Operating Procedure” means the 1990 CAPL Operating
      Procedure and the 1996 PASC Accounting Procedure including the rates and
      elections as set forth in Schedule “B” attached hereto, which is
      incorporated into this Agreement by reference;

	 	 	 
	 	(m) 	
      “Option Well(s)” means the First Option Well or any
      Subsequent Option Well drilled pursuant to Clause 6 of this
    Agreement;

	 	 	 
	 	(n) 	
      “Participating Cost Interest” means in the case of the
      Regal 40%, in the case of Patch 20%, in the case of Park Place 20% and in
      the case of the Farmor Participant 20% unless otherwise
  specified;

	 	 	 
	 	(o) 	
      "Petroleum Substances" means petroleum, natural gas,
      sulphur and every other mineral or substance, and the right to explore
      for, or an interest in which is granted pursuant to the Title Documents,
      insofar only as they pertain to the Farmout Lands;

	 	 	 
	 	(p) 	
      “Pre-Farmout Working Interest” means the interest of
      Farmor Participant in the Farmout Lands prior to any earning under this
      Agreement;

	 	 	 
	 	(q) 	
      “Commitment Well(s)” means the First Commitment Well or
      any additional Commitment Well/s, as the case may be, pursuant to Clause 4
      of this Agreement;




	2. 	
      SCHEDULES

	 	 	 
		
      The following Schedules are attached hereto and made part
      of this Agreement:

	 	 	 
		(a) 	
      Schedule “A” which describes the Farmout Lands, Option
      Lands, Title Documents, Encumbrances and Pre-Farmout Working
    Interest;

	 	 	 
		(b) 	
      Schedule “B” which describes the rates and elections of
      the Operating Procedure;

	 	 	 
		(c) 	
      Schedule “C” which describes the rates and elections of
      the Farmout & Royalty Procedure;

	 	 	 
		(d) 	
      Schedule "D" which describes the well information
      requirements to be supplied by the Farmee to the Farmor Participant for a
      Commitment Well or an Option Well;








	 	(e) 	
      Schedule “E” which describes Contract Depth/s;

	 	 	 
	 	(f) 	
      Schedule “F” which outlines an AMI in red surrounding
      each block of Farmout Lands;




	3. 	
      AREA OF MUTUAL INTEREST

	 	 
		
      An Area of Mutual Interest shall be established
      comprising all open crown lands which fall within the boundary outlined in
      red in Schedule F attached hereto.

	 	 
		
      If within two (2) years from the Effective Date of this
      Agreement any open crown lands become available for purchase at a Crown
      Sale within the Area of Mutual Interest (“new lands”), the parties hereto
      shall no later than Forty Eight (48) hours prior to the hour of such sale
      consult and attempt to agree on a price to be bid therefore. If agreement
      can be reached, Terra shall submit such bid for the account of and on
      behalf of the parties hereto and if new lands are acquired they shall be
      held by the parties as to their respective AMI Participating Interests.
      Farmee shall reimburse Terra for its proportionate share of the
      acquisition costs for such successful bid within forty-eight (48) hours of
      the posting of sale results.

	 	 
		
      If, after consultation, the parties cannot agree on a
      price to be bid for such new lands, then each party shall declare the
      price it is prepared to bid for the new lands to the other parties hereto
      and shall thereafter be free to submit a separate bid for such new lands
      for its own account. If however, a party acquires an interest in any new
      lands for a price which differs by more than five (5%) percent from the
      declared price it was prepared to pay for same, then the other party shall
      have the right, exercisable within five (5) days from the receipt of
      notice of acquisition, to acquire an interest in such new lands, as to its
      respective Participating Interest, by paying to the acquiring party its
      proportionate share of the acquisition costs.

	 	 
		
                      
      In this Agreement the Participating Interests of the parties in the Area
      of Mutual Interest (“AMI Participating Interests”) shall be as
    follows:

	 	 
		Farmor
      Participant                                        
      52%
	 	 
		Farmee                                                           
       48%
	 	 
	4. 	
      COMMITMENT WELL/S

	 	 
		
      Block A Farmout Lands




	 	(i) 	
      On or before October 21, 2006, Farmee shall pre-select a
      2 section Earning Block from the Block A Farmout Lands pursuant to Clause
      5 hereof, Farmor Participant shall commence to drill a Commitment Well
      (“First Commitment Well”) at 3-36-80-18W6 subject only to surface access,
      rig availability and regulatory approval, and thereafter Farmee shall
      diligently and continuously pursue the drilling of the First Commitment
      Well to Contract Depth, log and test that well to the reasonable
      satisfaction of Farmor Participant for all zones reasonably prospective of
      containing petroleum substances in paying quantities, and then Farmee
      shall complete, cap or abandon same, all at Farmee’s participating cost,
      risk and expense.

	 	 	 
	 	(ii) 	
      On or before October 31, 2006, Farmee shall pre-select a
      2 section Earning Block from the remaining Block A Farmout Lands pursuant
      to Clause 5 hereof and at a pre-selected location mutually agreed upon
      (7-8-81-17W6) by the







parties on such Earning Block Farmee
shall commence to drill a Commitment Well (“Second Commitment Well”) subject
only to surface access, rig availability and regulatory approval, and thereafter
Farmee shall diligently and continuously pursue the drilling of the Second
Commitment Well to Contract Depth, log and test that well to the reasonable
satisfaction of Farmor Participant for all zones reasonably prospective of
containing petroleum substances in paying quantities, and then Farmee shall
complete, cap or abandon same, all at Farmee’s participating cost, risk and
expense. 

Information from the Commitment Wells
will be provided to Farmor Participant on a current basis pursuant to Schedule
“D” hereto. 

	5. 	
      COMMITMENT WELL/S EARNING

	 	 
		
      Provided Farmee has fulfilled its obligations pursuant to
      Clause 4 hereof, and is not otherwise in default under this Agreement,
      Farmee shall have earned the following interests in the Commitment Well/s
      and Earning Block/s of the Farmout Lands, as the case may be, to the base
      of the deepest formation penetrated and evaluated as follows:

	 	 
		
      Block A Farmout Lands (Eight Mile)

	 	 
		
      First Commitment Well and Second Commitment Well drilled,
      completed, capped or abandoned on the Block A Farmout Lands, subject to
      Article 3.00 of the Farmout & Royalty
Procedure:




		(i) 	
      80% Working Interest in the Commitment Well Spacing Unit,
      subject to the Overriding Royalty and the right of conversion in Article
      6.00 of the Farmout & Royalty Procedure, which conversion shall
      automatically occur upon abandonment of any Commitment Well; and


	 	  	
       

		(ii) 	
      48% Working Interest in the balance of the section
      containing any Commitment Well; 

	 	  	
       

	 	and 	
       

	 	  	
       

		(iii) 	
      48% Working Interest in an additional pre-selected
      adjacent/contiguous Section of the Block A Farmout Lands and in the case
      of the 3-36-80-18 W6 well an additional pre-selected adjacent/contiguous
      Section of the Block A-1 Option Lands; 




	6. 	
      OPTION WELL/S

	 	 	 
		
      Provided Farmee has fulfilled all of its obligations
      regarding the Commitment Wells under this Agreement and is not otherwise
      in default hereunder, Farmee shall have the option, exercisable by
      notifying the Farmor Participant in writing within 30 days of rig release
      of the Second Commitment Well, to either:

	 	 	 
		(a) 	
      drill an Option Well to Contract Depth (“ First Option
      Well”) on a pre-selected Earning Block from the Block A-1 Option Lands
      pursuant to Clause 7 hereof and at a pre-selected location of Farmee’s
      choice on such Earning Block, or

	 	 	 
		(b) 	
      surrender any further right to earn an interest in the
      Farmout Lands and Option Lands.



In the event Farmee elects to drill a
First Option Well, Farmee shall commence to drill such First Option Well for the
recovery of petroleum substances within 60 days of its election, subject only to
surface access, rig availability and regulatory approval, and thereafter Farmee
shall diligently and continuously pursue the drilling of the First Option Well
to Contract Depth, log and test that well to 





		
      the reasonable satisfaction of Farmor Participant for all
      zones reasonably prospective of containing petroleum substances, and then
      Farmee shall complete, cap or abandon same, all at Farmee’s Participating
      Cost, risk and expense. Commencement of the drilling of the First Option
      Well may be delayed by mutual agreement between Farmor Participant and
      Farmee if the drilling of such well is determined to be in the best
      interests of Farmor Participant and Farmee to be delayed to coincide with
      pipeline installations in the area. In any event such First Option Well
      must be commenced prior to expiry of the applicable lands.

	 	 
		
      Farmor Participant’s Participating Cost Interest will be
      subject to the 1990 CAPL Operating Procedure.

	 	 
		
      Information from the First Option Well will be provided
      to Farmor Participant on a current basis pursuant to Schedule “D”
      hereto.

	 	 
		
      Farmee shall have the continuing right to elect to drill
      Subsequent Option Wells until such time that Farmee elects to surrender
      any further right to earn an interest in the Farmout Lands and Option
      Lands or there are no further unearned Farmout Lands and/or Option Lands
      on which to drill, whichever shall first occur. Notwithstanding, no
      further elections shall be made by Farmee after October 20,
2009.

	 	 
		
      If Farmee fails to make any election pursuant to this
      Clause 6, Farmee will be have been deemed to have surrendered its right to
      earn any further interest in the Farmout Lands and Option Lands.

	 	 
	7. 	
      OPTION WELL/S EARNING

	 	 
		
      Provided Farmee has fulfilled its obligations pursuant to
      Clause 6 hereof, and is not otherwise in default under this Agreement,
      Farmee shall have earned the following interests in the First Option Well
      and pre-selected unearned Option Lands to the base of the deepest
      formation penetrated and evaluated as follows:

	 	 
		
      Block A-1 Option Lands

	 	 
		
      First Option Well drilled, completed, capped or abandoned
      on the Block A-1 Option Lands, subject to Article 3.00 of the Farmout
      & Royalty Procedure:




		(i) 	
      80% Working Interest in the First Option Well Spacing
      Unit, subject to the Overriding Royalty and the right of conversion in
      Article 6.00 of the Farmout & Royalty Procedure, which conversion
      shall automatically occur upon abandonment of any Option Well; and
  

	 	  	
       

	 	(ii) 	
      48% Working Interest in the balance of the section
      containing any Option Well; 

	 	  	
       

	 	and 	
       

	 	  	
       

		(iii) 	
      48% Working Interest in an additional pre-selected
      adjacent/contiguous Section of the Block A-1 Option Lands;
  




		
      All terms and conditions herein, which apply to the First
      Option Well shall apply, mutatis mutandis to any Subsequent Option Well,
      by substituting “Subsequent Option Well”, as applicable for the First
      Option Well.

	 	 
		
      If Farmee fails to make any election pursuant to this
      Clause 6, Farmee will be have been deemed to have surrendered its right to
      earn any further interest in the Farmout Lands.

	 	 
	8. 	
      EQUIPPING AND TIE IN








		
      Notwithstanding anything to the contrary contained in
      this Agreement or any Schedule a part hereof, Farmor Participant shall
      have the right to serve notice to Farmee under the terms of Article 10 of
      the Operating Procedure, for the purposes of Equipping, including tie-in
      for the taking of production, any Earning Well drilled pursuant to this
      Agreement. In the event Farmee elects not to participate in such operation
      any production proceeds from the applicable Earning Well shall first be
      applied to the payout of the penalty associated with the Equipping and
      tie-in of such applicable Earning Well.

	 	 
	9. 	
      OPERATOR

	 	 
		
      Following earning by Farmee in the Farmout Lands, Farmor
      Participant will be appointed the initial Operator under the Operating
      Procedure. Farmor Participant hereby accepts such appointment and agrees
      to assume the duties, obligations and rights of the Operator under the
      Operating Procedure.

	 	 
	10. 	
      ASSIGNMENT PROCEDURE

	 	 
		
      (a)        
      The Assignment Procedure, which shall supersede any conflicting clause in
      the Operating Procedure, shall govern the procedure for contractual
      recognition with respect to all assignments of interest into this
      Agreement.

	 	 
		
      (b)        
      Notwithstanding Clause 2.02 of the Assignment Procedure, no provision of
      the Assignment Procedure shall be construed so as to make the Assignee
      responsible for any obligation or liability which has arisen or accrued
      prior to the Transfer Date as defined in the Assignment
  Procedure.

	 	 
	11. 	
      RESTRICTION ON ADDITIONAL DRILLING DURING EARNING
      PHASE

	 	 
		
      Except as expressly provided for in Clause 8 hereof, no
      Party to this Agreement may propose the drilling of a joint well or other
      joint operations on any earned Farmout Lands until such time as the
      Farmee’s right to earn an interest has been completely fulfilled or
      terminated.

	 	 
	12. 	
      NO ASSIGNMENT PRIOR TO EARNING

	 	 
		
      Farmee shall not assign all or any portion of its
      interest prior to earning pursuant to this Agreement unless the Farmor
      Participant’s prior written consent is obtained. Such consent not to be
      unreasonably withheld.

	 	 
	13. 	
      GOODS AND SERVICES TAX

	 	 
		
      (a)         
      Effective as of the Effective Date, the parties to this Agreement hereby
      elect jointly to have the Operator or any successor to the initial
      Operator, account for GST in the course of any joint venture activity
      attributable to the electing participants and parties to this Agreement
      pursuant to subsection 273 (1) of the Excise Tax Act.

	 	 
		
      (b)          
      For the purposes of subsection 273 (1) of the Excise Tax Act, this
      Agreement covers any marketing arrangements between the Operator and the
      other parties, wherein the Operator agrees to market product on behalf of
      such other parties.








	14. 	
      MISCELLANEOUS

	 	 	 
		(a) 	
      Supersedes

	 	 	 
		
      This Agreement supersedes and replaces all previous
      agreements, memoranda or correspondence, whether written or oral among the
      parties with respect to the subject matter of this Agreement.

	 	 	 
		(b) 	
      Entire Agreement

	 	 	 
		
      The terms of this Agreement express and constitute the
      entire agreement amongst the parties and no implied covenants or liability
      of any kind on the part of the parties is created or shall arise by reason
      of anything contained in this Agreement.

	 	 	 
		(c) 	
      Parties to do All Further Acts

	 	 	 
		
      The parties hereto shall from time to time and at all
      times do all such further acts and execute and deliver all such further
      deeds and documents as shall be reasonably required in order fully to
      perform and carry out the terms of this Agreement.

	 	 	 
		(d) 	
      Conflicts

	 	 	 
		
      In the event of any conflict or inconsistency between the
      provisions of this Agreement and the Title Documents, the provisions of
      the Title Documents shall prevail.

	 	 	 
		
      In the case of any conflict or inconsistency between this
      Agreement and any of the Schedules attached hereto, this Agreement shall
      prevail. In the case of any conflict or inconsistency between the Farmout
      and Royalty Procedure and the Operating Procedure, the Farmout &
      Royalty Procedure shall prevail.

	 	 	 
		(e) 	
      Headings

	 	 	 
		
      The headings of the clauses of this Agreement are
      inserted for convenience of reference only and shall not affect the
      meaning or construction thereof.

	 	 	 
		(f) 	
      Number and Gender

	 	 	 
		
      Whenever the singular or masculine or neuter is used in
      this Agreement, the same shall be construed as meaning plural or feminine
      or body politic or corporate and vice versa where the context so requires,
      and the expression "person" shall refer to a body corporate and to a
      governmental body, agency or department as well as to a natural
    person.

	 	 	 
		(g) 	
      Royalty Application

	 	 	 
		
      If any well on the Farmout Lands is completed for the
      taking of production, the Operator shall be responsible for making timely
      application, on behalf of the parties, for any royalty holiday or
      abatement that may be applicable to operations hereunder.

	 	 	 
		(h) 	
      Governing Law

	 	 	 
		
      This Agreement shall, in all respects, be subject to and
      be interpreted, construed and enforced in accordance with and under the
      laws of the Province of Alberta and applicable laws of Canada and shall,
      in all respects, be treated as a contract made in the Province of Alberta.
      Each Party irrevocably attorns and submits to the exclusive jurisdiction
      of the courts of the Province of Alberta and all courts of appeal
      therefrom in respect of all matters arising out of or in connection with
      this Agreement.








 




SCHEDULE “A” 

Attached to and forming part of that certain Farmout,
Participation and Option Agreement dated 
October 12, 2006 between Terra
Energy Corp., as Farmor Participant, and Regal Energy Ltd., 
Patch Energy
Inc. and Park Place Energy Inc. as Farmee 

P 1 of 2 


	FARMOUT LANDS 	  	  	  
	Block A              
        Eight Mile 	Farmout Lands: 	  	  
	 	  	  	Farmor 
	Title Documents 	Farmout Lands 	Encumbrances 	Participant’s 
	 	  	  	Pre-Farmout 
	 	  	  	Interest 
	Crown Lease No. 	80-18 W6M: Sec 36 	Crown LOR 	Terra 95% 
	57548 	  	  	  
	 	81-17 W6M: Secs 7, 8 & 9 	  	  
	Expiry Oct 21, 	ALL PNG To Base Artex- 	  	  
	2006 	Halfway-Doig 	  	  





	OPTION LANDS 	  	  	  
	Block A-1               
        Eight Mile 	Option Lands: 	 
    	 
    
	 	  	  	Farmor 
	Title Documents 	Farmout Lands 	Encumbrances 	Participant’s 
	 	  	  	Pre-Farmout 
	 	 
    	 
    	Interest 
	 	  	  	  
	Crown Drilling 	     81-17 W6M: 27-29, 31-34
    	Crown LOR 	100% 
	Licence No. 55222 	       ALL PNG Excluding
      P&NG 	  	  
	 	in Montney 	  	  
	Expiry March 24, 	  	  	  
	2007 	  	  	  




	  	  	  	Farmor 
	Title Documents 	Farmout Lands 	Encumbrances 	Participant’s 
	  	  	  	Pre-Farmout 
	  	 
    	 
    	Interest 
	  	  	  	  
	  	  	  	  
	  	  	  	  
	Crown Lease No. 	80-17 W6M: 30 	Crown LOR 	100% 
	57587 	PNG From Base 	  	  
	  	Charlie_Lake_A to Bsmt 	  	  
	Expiry January 18, 	Excluding P&NG in Montney 	  	  
	2011 	  	  	  
	  	  	  	  
	Crown Drilling 	80-18 W6M: 25 	Crown LOR 	100% 
	Licence No. 57744 	ALL PNG To Base 	  	  
	  	Montney_Excluding_Basal_ 	  	  
	Expiry February 	Lag Excluding P&NG in 	  	  
	21, 2011 	Montney 	  	  
	  	  	  	  
	Crown Lease No. 	80-18 W6M: 35 	Crown LOR 	100% 
	57745 	ALL PNG To Base 	  	  







	  	Montney_Excluding_Basal_ 	  	  
	Expiry February 	Lag Excluding P&NG in 	  	  
	21, 2011 	Montney 	  	  
	  	  	  	  
	  	  	  	  
	Crown Drilling 	81-17 W6M: 5, 6 	Crown LOR 	100% 
	Licence No. 56799 	ALL PNG Excluding P&NG 	  	  
	  	in Montney 	  	  
	Expiry July 20, 	  	  	  
	2008 	  	  	  
	  	  	  	  
	Crown Lease No. 	81-18 W6M: 1 	Crown LOR 	100% 
	51256 	ALL PNG To Base Artex- 	  	  
	  	Halfway-Doig 	  	  
	Expiry October 21, 	  	  	  
	2006 	  	  	  
	  	  	  	  
	Crown Lease No. 	81-18 W6M: 2 	Crown LOR 	100% 
	57591 	ALL PNG From Base 	  	  
	  	Montney 	  	  
	Expiry January 18, 	  	  	  
	2011 	  	  	  
	  	  	  	  
	Crown Drilling 	81-18 W6M: 11, 14, 15 	Crown LOR 	100% 
	Licence No. 56800 	ALL PNG To Base Montney- 	  	  
	  	Belloy-Taylor_Flat Excluding 	  	  
	Expiry July 21, 	P&NG in Montney 	  	  
	2008 	  	  	  






SCHEDULE “B” 

Attached to and forming part of that certain Farmout,
Participation and Option Agreement dated 
October 12, 2006 between Terra
Energy Corp., as Farmor Participant, and Regal Energy Ltd., 
Patch Energy
Inc. and Park Place Energy Inc. as Farmee 

P 1 OF 2 

1990 CAPL OPERATING PROCEDURE 

	I. 	Operator
      (201)                   
      Drilling, Completion and Abandonment - Farmee. 
	  	                                             
      Equipping and Production – Farmor Participant. 
	II. 	Insurance (Clause
      311):                                           
      A 
	III. 	Marketing Fee (Clause
      604):                                   
      A 
	IV. 	Casing Point Election (Clause
      903):                       
      A 
	  	 
	V. 	Penalty for Independent
      Operations (Clause 1007): 
	  	Development
      Wells:                                                 
      300% 
	  	Exploratory
      Wells:                                                    
      500% 
	  	 
	VI. 	Exception to Clause 1007 (Clause
      1010 (a) (iv)):   180 days 
	VII. 	Disposition of Interests (Clause
      2401):                 
      A 
	VIII. 	Recognition upon Assignment
      (Clause 2404):     Replaced by the 1993 CAPL
      Assignment Procedure
	 	 
	  	 
	1996 	PASC ACCOUNTING
      PROCEDURE 
	105. 	Operating Fund: 10% 
	  	 
	110. 	Approvals (Clause 110): 2 or
      more parties; 65% 
	  	 
	112. 	Expenditure Limitations: 
	  	(a) in excess of $25,000 
	  	(c) in excess of $25,000 
	  	 
	202. 	Employee Benefits: 
	  	(b) not to exceed 22%, 2nd level
      Supervisor and Technical Employee shall not 
	  	 
	213. 	Camp and Housing: 
	  	(b) shall not 
	  	 
	216. 	Warehouse Handling: 
	  	2.5%, $5,000, 5% 
	  	 
	221. 	Allocation Options: N/A
  



	302. 	
      Overhead Rates:

	 	 
		(a) 	
      Exploration Project:

			(1) 	
      five percent (5%); of the first fifty thousand dollars
      ($50,000) of Cost, plus

			(2) 	
      three percent (3%); of the next one hundred thousand
      dollars ($100,000) of Cost, plus

			(3) 	
      one percent (1%) of the Cost exceeding (1) and (2)
      above

	 	 	 	 
		(b) 	
      Drilling of a well:

			(1) 	
      three percent (3%); of the first fifty thousand dollars
      ($50,000) of Cost, plus

			(2) 	
      two percent (2%); of the next one hundred thousand
      dollars ($100,000) of Cost, plus

			(3) 	
      one percent (1%) of the Cost exceeding (1) and (2)
      above

	 	 	 	 
		(c) 	
      Initial Construction:

			(1) 	
      five percent (5%); of the first fifty thousand dollars
      ($50,000) of Cost, plus

			(2) 	
      three percent (3%); of the next one hundred thousand
      dollars ($100,000) of Cost, plus

			(3) 	
      one percent (1%) of the Cost exceeding (1) and (2)
      above







SCHEDULE “B” Cont’d 

Attached to and forming part of that certain Farmout,
Participation and Option Agreement dated 
October 12, 2006 between Terra
Energy Corp., as Farmor Participant, and Regal Energy Ltd., 
Patch Energy
Inc. and Park Place Energy Inc. as Farmee 

P 2 OF 2 

		(d)		Construction Project: 
			(1)	five percent (5%); of the first fifty thousand
      dollars ($50,000) of Cost, plus 
			(2)	three percent (3%); of the next one hundred
      thousand dollars ($100,000) of Cost, plus 
			(3)	one percent (1%) of the Cost exceeding (1) and
      (2) above 
				 
		(e)		Operation and Maintenance: 
			(1)	percent (_______%) of cost; and/or 
		(2)		$250.00 per producing well per month 
		(3)		dollars ($______________) 
				Subclause 302(e) (1) and 302(e) (3) hereof
      shall not... 



	406. 	
      Dispositions: $25,000

	501. 	
      Periodic Inventory: Two (2) year
  intervals







SCHEDULE “C” 

Attached to and forming part of that certain Farmout,
Participation and Option Agreement dated 
October 12, 2006 between Terra
Energy Corp., as Farmor Participant, and Regal Energy Ltd., 
Patch Energy
Inc. and Park Place Energy Inc. as Farmee 

P 1 of 2 

1997 CAPL FARMOUT & ROYALTY PROCEDURE 

	1. 	
      EFFECTIVE DATE (Subclause 1.01 (f))

		
      October 12, 2006

	 	 
	2. 	
      PAYOUT (Subclause 1.01(t))

		
      Alternate “A”

		
      Note: Conversion applies to Wells drilled on Block A
      Farmout Lands and Block A-1 Option Lands.

	 	 
	3. 	
      INCORPORATION OF CLAUSES FROM 1990 CAPL OPERATING
      PROCEDURE (Clause 1.02)

		(i) 	
      Insurance - Clause 311: Alternate A

		(ii) 	
      Addresses for Notices – Clause 2202 – Modify the
      reference to this Clause in Clause



1.02 by replacing the sentence following the Clause title with
the following: The Parties’ addresses for service are: 

	Farmor Participant: Terra Energy Corp. 	Farmee: Regal Energy Ltd. 
	               
         970, 333 – 7th Avenue S.W., 	Suite 1520, 734 – 7th Avenue S.W.
  
	               
         Calgary, Alberta T2P 2Z1 	Calgary, Alberta T2P 3P3 
	               
         Attention: V.P. Land 	Attention: President 
	  	  
	               
         Farmee: Patch Energy Inc. 	Farmee: Park Place Energy Inc. 
	               
         1220 – 660 Burrard Street 	1220 – 660 Burrard Street 
	               
         Vancouver, BC V6C 2X8 	Vancouver, BC V6C 2X8 
	               
         Attention: David Clark, CFO. 	Attention: David Clark, CFO.




	4. 	OPTION WELLS (Article 4.00) 
	  	This optional Article will apply herein.
    
	  			 
	5. 	OVERRIDING ROYALTY (Article 5.00) 
	  	This optional Article will apply herein.
    
	  			 
	6. 	QUANTIFICATION OF OVERRIDING ROYALTY (Clause 5.01)
    
	  	(a)	for crude oil, Alternate 2 will apply 
	  		Alternate 1:              
      % of gross monthly production; or 
	  		Alternate 2: 23.8365 (divisor); not less than 5%
      and not more than 12% in Block A 
	  		Farmout Lands and Block A-1 Option Lands 
	  			 
	  	(b)	for all other Petroleum Substances, Alternate 1
      will apply 
	  		Alternate 1: 12% of gross monthly production in
      Block A Farmout Lands and Block A-1 
	  		Option Lands; or 
	  		Alternate 2: 
	  		(i)	if not taken in kind             
      % of gross monthly production; or 
	  		(ii)	if taken in kind______% of gross monthly production 







SCHEDULE “C” (Cont’d) 

Attached to and forming part of that certain Farmout,
Participation and Option Agreement dated 
October 12, 2006 between Terra
Energy Corp., as Farmor Participant, and Regal Energy Ltd., 
Patch Energy
Inc. and Park Place Energy Inc. as Farmee 

P 2 of 2 

	7. 	
      ROYALTY PAYOR’S ALLOWED DEDUCTIONS IF OVERRIDING ROYALTY
      NOT TAKEN IN KIND (Clause 5.04)

		
      Alternate 1 and 2 (deductions shall not exceed
      50%).

	 	 
	8. 	
      CONVERSION OF OVERRIDING ROYALTY (Article 6.00)

		
      This optional Article will apply

	 	 
	9. 	
      OPERATIONS AT CONVERSION (Clause 6.04) – N/A

	 	 
		
      If Article 6.00 applies, conversion will be to 32%
      Working Interest in Block A Farmout Lands and Block A-1 Option
    Lands.

	 	 
	10. 	
      AREA OF MUTUAL INTEREST (Article 8.00)

		
      This optional Article will not apply.

	 	 
	11. 	
      LAND MAINTENANCE COSTS (Clause 11.02)

		
      This optional Clause 11.02 will not apply
      herein.







SCHEDULE “D” 

Attached to and forming part of that certain Farmout,
Participation and Option Agreement dated 
October 12, 2006 between Terra
Energy Corp., as Farmor Participant, and Regal Energy Ltd., 

  Patch Energy Inc. and Park Place Energy Inc. as Farmee

	INFORMATION REQUIRED BEFORE DRILLING 	COPIES REQUIRED 
	  	  
	Spud Notice (24 hours) 	  
	Geological Prognosis/Survey Plat 	1 
	Drilling & Testing Program 	1 
	Well Cost Estimate 	1 
	Application for Well License/Well License
    	1 
	Surface Lease/MSL-LOC 	1 



	INFORMATION REQUIRED DURING DRILLING 	  
	  	  
	GAS DETECTOR LOG (if run) 	  
	Daily Drilling & Geological Reports (Faxed by 9:00
      a.m.) 	  
	Prelim Core Description & Fluid
      Analysis 	1 
	Field Sample Description and Mud Logs 	1 
	Field Prints of all Logs (Sent directly to
      noted Geologist) 	1 
	DST Reports and Access to Charts 	1 
	Completion or Abandonment Reports (24
      hours) 	1 
	Samples – Bags, Vials – REQUESTED 	  



	INFORMATION REQUIRED AFTER DRILLING 	  
	  	  
	GEOLOGY REPORT 	  
	Application to Abandon (WR) 	1 
	New Well Reports (WR) 	1 
	Production Test Data 	1 
	Final Prints of Logs 	1 
	Final Analysis: Core, Oil, Gas and Water
	1 
	DST Reports and Charts 	1 
	Core and/or Sample Descriptions 	1 
	Consultant Post Drilling/Completion Report 	1 


24 HOUR EMERGENCY CONTACTS:

Geologist:                   
Craig Smith (Bus) 699-7677 (Res) 274-0782 (Cell) 651-4745

Engineering:               
Tim Beatty (Bus) 699-7752 (Res) 932-7597 (Cell) 651-0528

DAILY WELL REPORTS CAN BE FAXED TO 403-693-8700 (Prior to
9:00 a.m.) 
E-MAIL IF AVAILABLE MAIL ALL OTHER CORRESPONDENCE TO: 

Phone: Damira Khouzina 
Fax:     
693-8700 
E-mail: dkhouzina@terraenergy.ca 

Terra Energy Corp. 
970, 333 7th Aveneue SW

Calgary, AB T2P 2Z1 
Attention: Land Department 




SCHEDULE “E” 

Attached to and forming part of that certain Farmout,
Participation and Option Agreement dated 
October 12, 2006 between Terra
Energy Corp., as Farmor Participant, and Regal Energy Ltd., 
Patch Energy
Inc. and Park Place Energy Inc. as Farmee 

Contract Depths 

Commitment Wells: 

Block A Farmout Lands (Eight Mile) 

3-36-80-18W6M                  
2000 m TD 

3-8-81-18W6M                      2000
  m TD

Option Wells: 

Block A-1 Option Lands (Eight Mile) 

Approx. 2000 m TD 




SCHEDULE “F” 

Attached to and forming part of that certain Farmout,
Participation and Option Agreement dated 
October 12, 2006 between Terra
Energy Corp., as Farmor Participant, and Regal Energy Ltd., 
Patch Energy
Inc. and Park Place Energy Inc. as Farmee