Filed by Automated Filing Services Inc. (604) 609-0244 - Park Place Energy Corp. - Exhibit 10.10






November 2nd, 2006 

 

 

Pine Petroleum Limited 
1710, 520 – 5 Avenue SW

Calgary, Alta T2P 3R7 
Attention: John A Duckett, Director 

Tidewater Resources Inc. 
Suite 1200, 707 – 7 Avenue
S.W. 
Calgary, AB T2P 3H6 
Attention: A.L. (Al) Gal, P. Eng.,
President

Park Place Energy Inc. 
1220 – 666 Burrard Street

Vancouver, B.C. V6C 2X8 
Attention David Stadnyk, President 

Gentlemen: 

	Reference: 	Amendment – Farmout and Option
      Agreement 
	  	South Med Hat Area,
      Alberta 


Patch Energy Inc. (Patch) and Park Place Energy Inc. (Park
Place) have entered into a Farmout and Option Agreement with Pine Petroleum
Limited (Pine) dated September 25th, 2006 (Agreement) which provides
for the Exploration and Development of certain Lands held by Pine located in
Township 12, Range 5 W4M.

Pursuant to the Agreement, Patch was appointed Operator of the
Prospect.

Pursuant to the terms and conditions of this letter agreement
(“Amendment”) Tidewater Resources Inc. (“Tidewater”) is appointed Operator of
the Prospect. 

Pursuant to this Amendment, Tidewater will acquire a Ten (10%)
Percent Participation as Farmee in the Agreement, with Patch and Park Place each
reducing their Interest by Five (5%) Percent to accommodate the inclusion of
Tidewater. 




For the sake of clarity, and to avoid any misunderstanding as a
result of the above, the Agreement is hereby amended to reflect the following:


	 	1. 	
      Under the Definition 1.c) of the Agreement, Farmee
      means:

	 	 	 	 
	 		• 	
      Patch - Forty (40%) Percent

	 	 	 	 
	 		•	
      Park Place - Forty (40%) Percent

	 	 	 	 
	 		•	
      Tidewater - Ten (10%) Percent

	 	 	 	 
	 	2. 	
      Clause 4 (Agreement) - The reference to Patch is hereby
      deleted with Tidewater inserted which confirms Tidewater has replaced
      Patch as Operator.

	 	 	 	 
	 	3. 	
      The effective date of the assumption of Operatorship by
      Tidewater is November 1st, 2006.

	 	 	 	 
	 	4. 	
      The address for service of Tidewater is as
  follows:




	 		•	
      Tidewater Resources Inc.

	 			
      Suite 1200, 707 – 7 Avenue S.W. 

	 	 	 	Calgary, AB T2P 3H6
	 			
      Attention: A.L. (Al) Gal, P. Eng., President

	 	 	 	 
	 	5. 	
      Except as provided herein, all other Terms and Conditions
      of the Agreement shall remain in full force and
effect.



By signing as provided below: 

	 	a) 	
      Pine (including Participant) consents as to the inclusion
      of Tidewater as a Party to the Agreement and, in addition, consents to the
      appointment of Tidewater as Operator.

	 	 	 	 
	 	b) 	
      Tidewater consents as to being a Party to the Agreement
      and assumption of Operatorship.

	 	 	 	 
	 		•	
      Tidewater acknowledges it has reviewed the Terms and
      Conditions contained in the Agreement and confirms acceptance of such
      Terms and Conditions.

	 	 	 	 
	 		 •	
      Tidewater hereby ratifies and confirms it is qualified
      and has the financial capability to carry out the duties as Operator and
      hereby accepts such position as provided for under the
  Agreement.








	 	c) 	
      Park Place consents to the inclusion of Tidewater as a
      Party to the Agreement and consents to the appointment of Tidewater as
      Operator.



Each Party comprising Farmee as Defined under 1 hereof,
ratifies and confirms all Rights, Benefits and Obligations shall be shared
proportionately as provided for under the Agreement 

It would be appreciated if Pine, Tidewater and Park Place would
indicate their consent by signing this Amendment in the space provided
hereunder. In due course, Patch will ensure all Parties are provided with fully
executed copies for their records. 

Yours very truly, 

PATCH ENERGY INC.

/s/ John Thornton 
John Thornton, 
President. 

 

AGREED AND ACCEPTED THIS 7th DAY OF NOVEMBER, 2006


 

/s/ John
Duckett                                                                                                                                       
PINE
PETROLEUM LIMITED (JOHN DUCKETT, DIRECTOR) 

 

AGREED AND ACCEPTED THIS 8th DAY OF NOVEMBER, 2006


 

/s/ A.L.
Gal                                                                                                                                                 
TIDEWATER
RESOURCES INC. (A. L. GAL, PRESIDENT) 

 

AGREED AND ACCEPTED THIS 3rd DAY OF NOVEMBER, 2006.


 

/s/ David
Stadnyk                                                                                                                                    

PARK PLACE ENERGY INC. (DAVID STADNYK, PRESIDENT)