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






AMENDING AGREEMENT 

THIS AGREEMENT is dated effective July 18, 2007 

AMONG: 

PARK PLACE ENERGY INC. 

(“Park Place”) 

OF THE FIRST PART 

AND: 

PARK PLACE ENERGY CORP.

(formerly ST Online Corp.) 

(“ST”) 

OF THE SECOND PART 

AND: 

0794403 B.C. Ltd. 

(“Subco”) 

OF THE THIRD PART 

WHEREAS: 

(A)                    
The parties hereto entered into a business combination agreement dated for
reference the 22nd day of June, 2007, as amended by an amending
agreement dated effective July 4, 2007 (together the “Business Combination
Agreement”); 

(B)                    
The parties hereto now desire to enter into this amending agreement so as to
further amend the Business Combination Agreement as provided for herein. 

NOW THEREFORE THIS AGREEMENT WITNESSETH that for good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agrees as follows: 

1.          
In this Agreement capitalized terms not otherwise defined herein shall have the
meaning given to them in the Business Combination Agreement; 

2.          
The Business Combination Agreement be and is hereby amended as follows: 




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	 	(a) 	
      By deleting Section 2.1(b)(i) and replacing it with the
      following:

	 	 	 
	 		
      “(i) cause Scott Pedersen to resign as a director and
      officer of ST, to agree to transfer the shares of ST held by him to ST for
      cancellation in consideration of the transfer of all of ST’s right title
      and interest in and to the “Simple Tennis” website and related
      intellectual property, and to agree to accept the sum of $10,000 and the
      payment of $4,127 in full and final satisfaction of any obligations of ST
      otherwise owing to him and in connection therewith to provide and release
      to ST”;




	 	(b) 	
      By deleting Section 8.2(d) and replacing it with the
      following:

	 	 	 
	 		
      “(d) Park Place shall have a commitment from a group
      acceptable to Park Place to effect an equity financing of post-split units
      of ST so as to raise a minimum of $2,000,000 at a minimum price of $0.50
      per unit, each unit being comprised of one post-split share of ST and one
      warrant having a minimum exercise price of
$0.50”;




	 	(c) 	
      By deleting Schedule “A” and replacing it with Schedule
      “A” attached hereto.



3.          
The Business Combination Agreement, as amended by this amending agreement,
continues in full force and effect. 

IN WITNESS WHEREOF, this Agreement has been executed by
the parties hereto on the day and year first above written. 


PARK PLACE ENERGY INC.


	Per: 	/s/ David Stadnyk 	 
	  	Authorized Signatory 	 



ST ONLINE CORP. 


	Per: 	/s/ Scott Pedersen 	 
	  	Authorized Signatory 	 



0794403 B.C. LTD. 


	Per: 	/s/ Scott Pedersen 	 
	  	Authorized Signatory 	 






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SCHEDULE A 

AMALGAMATION AGREEMENT 

This Amalgamation Agreement dated ___________, 2007. 

AMONG: 

PARK PLACE ENERGY INC., a
company continued under the 
BCBCA (as defined below) 

(“Park Place”) 

AND 

0794403 B.C. LTD., a company
incorporated under the BCBCA 

(“Subco”) 

AND 

PARK PLACE ENERGY CORP.
(formerly ST Online Corp.), a 
company incorporated under the laws of the
State of Nevada 

(“ST”) 

WHEREAS: 

A.                              
Park Place, Subco and ST have entered into a Business Combination Agreement (as
defined below) pursuant to which the business and assets of Park Place will be
combined with those of ST; 

B.                              
The authorized share capital of Park Place consists of an unlimited number of
common shares without par value and an unlimited number of preferred shares
without par value, issuable in series, of which, 17,991,244 Park Place Shares
are issued and outstanding as at the date hereof as fully paid and
non-assessable and no preferred shares are issued and outstanding as at the date
hereof; 

C.                              
The authorized share capital of Subco consists of an unlimited number of common
shares without par value, of which one (1) Subco Share (as defined below) is
issued and outstanding at the date hereof as fully paid and non-assessable, and
is held by ST; 

D.                              
The authorized share capital of ST consists of 1,200,000,000 common shares with
a par value of $0.00001 per share, of which 61,447,800 common shares are issued
and outstanding at the date hereof as fully paid and non-assessable; 




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E.                              
ST shall issue to each registered holder of Park Place Shares one-half (1⁄2) a ST
Share (as defined below) for each Park Place Share held; 

F.                              
Subco and Park Place, acting under the authority contained in the BCBCA, have
agreed to amalgamate upon the terms and conditions hereinafter set out as of the
date shown on the Certificate of Amalgamation (as defined below); 

G.                              
Each of the Amalgamating Corporations have made a full disclosure to the other
of all of its respective assets and liabilities and each Amalgamating
Corporation is solvent; 

H.                              
It is desirable that the Amalgamation (as defined below) should be effected.


NOW THEREFORE in consideration of the mutual covenants and
agreements contained herein and other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged) the parties agree as
follows:

1.                              
Interpretation 

                                   In
this Agreement, including the recitals: 

(a)          
“Agreement” means this amalgamation agreement, its recitals and schedules, and
any amendment made to this Agreement; 

(b)          
“Amalco” means the corporation resulting from the Amalgamation and continuing
the corporate existence of the Amalgamating Corporations (as defined below)
under the name “Park Place Energy Inc.”; 

(c)          
“Amalco Shareholder” means a registered holder of Amalco Shares, from time to
time, and “Amalco Shareholders” means all of such holders; 

(d)          
“Amalco Shares” means the common shares in the capital of Amalco;

(e)          
“Amalgamating Corporation” means each of Subco and Park Place and “Amalgamating
Corporations” means both of them; 

(f)          
“Amalgamation” means the amalgamation of the Amalgamating Corporations pursuant
to the provisions of the BCBCA in the manner contemplated in and pursuant to
this Agreement; 

(g)          
“Amalgamation Application” means the amalgamation application giving effect to
the Amalgamation to be filed with the Registrar appointed under the BCBCA
pursuant to this Agreement; 

(h)          
“BCBCA” means the Business Corporations Act (British Columbia), S.B.C. 2002,
c57, as amended; 




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(i)          
“Business Combination” means the series of transactions, as detailed in the
Business Combination Agreement, through which the businesses of ST and Park
Place will be combined, including the Amalgamation; 

(j)          
“Business Combination Agreement” means the business combination agreement dated
June 10, 2007 among Park Place, Subco and ST; 

(k)          
“Certificate of Amalgamation” means the certificate of amalgamation to be issued
by the Registrar of Companies pursuant to Section 281 of the BCBCA;

(l)          
“Effective Date” means the date the Amalgamation Application is filed with the
Registrar of Companies (British Columbia); 

(m)          “Park
  Place Shareholder” means a registered holder of Park Place Shares, from
  time to time, and “Park Place Shareholders” means all of such holders;


(n)          
“Park Place Shares” means the common shares in the capital of Park Place;

(o)          
“Parties” means Park Place, Subco, ST and any other Person who may become a
party to this Agreement; 

(p)          
“Person” means a natural person, partnership, limited liability partnership,
corporation, joint stock company, trust, unincorporated association, joint
venture or other entity, and pronouns have a similarly extended meaning; 

(q)          
“Subco Shares” means the common shares in the capital of Subco; 

(r)          
“ST Shares” means the common shares in the capital of ST subsequent to the
subdivision of such shares on a 12:1 basis; 

(s)          
“ST Shareholder” means a registered holder of ST Shares, from time to time, and
“ST Shareholders” means all of such holders; and 

(t)          
“Transfer Agent” means Pacific Stock Transfer Company. 

2.                              
Paramountcy 

                                 
In the event of any conflict between the provisions of this Agreement and the
provisions of the Business Combination Agreement, the provisions of the Business
Combination Agreement shall prevail. 

3.                              
Agreement to Amalgamate 

                                 
Each of the Parties hereby agrees to the Amalgamation such that the Amalgamating
Corporations shall continue as one corporation under the BCBCA, on the terms and
conditions set out in this Agreement. 




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4.                              
Name of Amalco 

                                 
The name of Amalco shall be Park Place Energy Inc. 

5.                              
Amalgamation Application and Articles of Amalgamated Company


                                 
The form of the Amalgamation Application and of the Articles of the Amalgamated
Company will, subject to repeal, amendment, alteration or addition under the
Act, be in the forms set out in Schedules A and B attached hereto respectively.


6.                              
Business and Powers

                                 
There shall be no restrictions on the business that Amalco may carry on or on
the powers that Amalco may exercise. 

7.                              
Registered and Records Office 

                                 
The mailing and delivery address of the registered and records offices of the
Amalco will be at PO Box 11117, 1500 Royal Centre, 1055 West Georgia Street,
Vancouver, B.C., V6E 4N7 unless otherwise determined. 

8.                              
Authorized Capital 

                                 
The authorized capital of Amalco shall be an unlimited number of common shares.


9.                              
Number of Directors 

                                 
The number of directors of the Amalco, until amended in accordance with the
articles of Amalco, will be one (1). The first director of the Amalco is as
follows: 

	 	Name 	Residence 
	 	  	  
	 	David Stadnyk 	#1220-666 Burrard Street 
	 	  	Vancouver, BC V6C 2X8 


                                 
The director noted above will hold office until he ceases to hold office as
specified in the BCBCA or in the Articles of Amalco. 

                                 
The director will carry on and continue the management and operation of Amalco
in such manner as they determine, subject to and in accordance with the Articles
of Amalco and the provisions of BCBCA. 

10.                              Appointment
of Officers 

                                 
The following persons will hold the office set opposite their names and will
carry out their respective duties until relieved from such office by the
directors of Amalco or until they sooner cease to hold such office: 




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	 	Name 	Position 
	 	 	 
	 	David Stadnyk 	President & CEO 


11.                             Amalgamation
Events 

                                 
Upon the issuance of a Certificate of Amalgamation by the Registrar of Companies
pursuant to BCBCA, the issued and unissued shares of the Amalgamating
Corporations will be cancelled or exchanged for shares of Amalco as follows:


(a)          
all of the unissued shares of each of the Amalgamating Corporations will be
cancelled; 

(b)          
holders of outstanding Park Place Shares shall receive one-half (1⁄2) of a ST
Share for each Park Place Share held; 

(c)          
each outstanding Subco Share will be exchanged for one (1) Amalco Share; 

(d)           as
consideration for the issuance of ST Shares to effect the Business Combination,
Amalco will issue to ST one (1) Amalco Share for each ST Share so issued; 

(e)          
all of the property and assets of each of Park Place and Subco will become the
property and assets of Amalco and Amalco will be liable for all of the
liabilities and obligations of each of Park Place and Subco; and 

(f)          
Amalco will be a wholly-owned subsidiary of ST. 

12.                             Share
Certificates of Subco 

                                 
After the Amalgamation becomes effective, the shareholder of Subco will
surrender their Share Certificates for cancellation and will receive
certificates for shares of Amalco on the basis set forth in paragraph 11 (c)
above. 

13.                             Delivery
of Park Place Shares Following Amalgamation 

                                 
As soon as practicable following the completion of the Amalgamation, ST shall
cause the Transfer Agent to send to each Park Place Shareholder, upon receipt of
physical share certificates evidencing their respective Park Place Shares, where
applicable, by ordinary first class mail, certificates evidencing the ST Shares
to which such holder shall have become entitled in accordance with paragraph 11
(b) hereof. 

14.                             Fractional
Shares 

                                 
No fractional ST Shares will be issued or delivered to any Park Place
Shareholder otherwise entitled thereto, if any. Instead, the number of ST Shares
issued to each exchanging holder of ST Shares will be rounded down to the
nearest whole number. 




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15.                             Stated
Capital 

                                 
The stated capital account in the records of Amalco for Amalco Shares shall be
equal to the stated capital attributed to the shares of the Amalgamating
Corporations. 

16.                            
Adoption of Agreement 

17.                             This
Agreement shall be subject to the condition that it be approved by each of the
Amalgamating Corporations in the manner required by Section 271(1) or 271(6) of
the BCBCA. 

18.                            
Amendment 

19.                             Following
the adoption of this Agreement by the shareholders of each of the Amalgamating
Corporations, the Amalgamating Corporations may, as authorized by resolution of
their respective board of directors, make any alteration or modification of this
Agreement and every alteration and modification so effected will be binding on
the parties. 

20.                             Filing
of Amalgamation Application 

                                 
Following the approval of this Agreement by the shareholders of the Amalgamating
Corporations in accordance with the BCBCA and with the terms of the Business
Combination Agreement, and subject to the satisfaction or waiver of all
conditions precedent set forth in the Business Combination Agreement, the
Amalgamation Application will be submitted for filing with the Registrar of
Companies in the form in paragraph 5;

21.                             Effect
of Amalgamation 

                                 
Upon the Effective Date: 

(a)          
the Amalgamating Corporations are amalgamated and continue as Amalco as
contemplated by this Agreement; 

(b)          
Amalco possesses all the property, rights, privileges and franchises and is
subject to all liabilities, including civil, criminal and quasi criminal, and
all contracts, disabilities and debts of each of the Amalgamating Corporations;


(c)           a
conviction against, or ruling, order or judgment in favour or against an
Amalgamating Corporation may be enforced by or against Amalco; and 

(d)          
Amalco shall be deemed to be the party plaintiff or the party defendant, as the
case may be, in any civil action commenced by or against an Amalgamating
Corporation before the Effective Date. 

22.                             Termination


                                 
This Agreement may be terminated by the board of directors of each of the
Amalgamating Corporations, notwithstanding the approval of this Agreement by the





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shareholders of the Amalgamating Corporations, at any time
prior to the issuance of the Certificate of Amalgamation and following the
termination of the Business Combination Agreement, without, except as provided
in the Business Combination Agreement, any recourse by any Party hereto or any
of their shareholders or other Persons. 

23.                            
Governing Law 

                     
            This
Agreement 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. Each Party hereby irrevocably attorns to the jurisdiction of the courts
of the Province of British Columbia in respect of all matters arising under or
in relation to this Agreement. 

24.                            
Further Assurances 

                           
      Each of the Parties agrees to execute and deliver
such further instruments and to do such further reasonable acts and things as
may be necessary or appropriate to carry out the intent of this Agreement. 

25.                            
Time of the Essence 

                      
           Time shall be of
the essence of this Agreement. 

26.                            
Counterparts 

                        
         This Agreement may be signed in
counterparts (including counterparts by facsimile), and all such signed
counterparts, when taken together, shall constitute one and the same agreement,
effective on this date. 

IN WITNESS WHEREOF the Parties have executed this Agreement.


	 	PARK PLACE ENERGY INC. 
	 	 	 
	 	 	  
	 	By:	
	 	 	Name: David Stadnyk 
	 	 	Title: President & CEO 
	 	 	  
	 	 	  
	 	PARK PLACE ENERGY CORP. 
	 	(formerly ST Online) 
	 	 	 
	 	 	  
	 	By:	
	 	 	Name: Scott Pedersen 
	 	 	Title: President 







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	 	0794403 B.C. LTD. 
	 	 	 
	 	 	  
	 	By:	
	 	 	Name: Scott Pedersen 
	 	 	Title: Director 







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SCHEDULE A 

AMALGAMATION APPLICATION 




- 12 - 

SCHEDULE B 

ARTICLES