REORGANIZATION ASSET AND SHARE PURCHASE AND SALE AGREEMENT

REORGANIZATION ASSET AND SHARE PURCHASE AND SALE AGREEMENT

THIS AGREEMENT is dated effective July 30, 2007

AMONG:

PARK PLACE ENERGY CORP. , formerly ST ONLINE
CORP. , a corporation incorporated under the laws of the State of
Nevada with an address at 1220-666 Burrard Street, Vancouver,
BC V6C 2X8

(“ ST ”)

AND:

SCOTT PEDERSEN , businessperson, c/o 1220-666 Burrard
Street, Vancouver, BC V6C 2X8

(“ Pedersen ”)

AND:

DAVID STADNYK, businessperson, c/o 1220 – 666 Burrard
Street, Vancouver, BC V6C 2X8
(“ Stadnyk ”)

AND:

ELENA AVDASSEVA, businessperson, c/o 1220 – 666 Burrard Street,
Vancouver, BC V6C 2X8

(“ Avdasseva ”)

WHEREAS:

(A)          ST has entered into a business combination agreement with Park Place Energy Inc., a private Alberta energy company (“ PPEI ”), and 0794403 B.C. Ltd. (“ Subco ”), ST’s wholly-owned subsidiary, whereby ST will reorganize its capital structure through a three-cornered amalgamation between PPEI and Subco (the “ RTO ”), and after completion of the RTO, ST will carry on the business of PPEI;

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(B)          the RTO requires certain transactions, including asset divestitures, share transfers and changes of officers and directors to take place prior to completion of the RTO;

(C)          ST is the sole owner and registrant of the domain name “simpletennis.com” (the “ Domain Name ”) that is registered with DotRegistrar.com (the “ Registrar ”);

(D)          The Domain Name and the “www” sub-domain to the Domain Name resolve to a website currently operated by ST and known as “Simple Tennis” (the “ Website ”) hosted by Glide Media Inc., doing business as Glide Hosting (the “ Host ”);

(E)          ST wishes to sell to Pedersen, and Pedersen wishes to purchase from ST, the Domain Name and the Website and other related content and rights in accordance with the terms and conditions of this Agreement;

(F)          Stadnyk has been appointed as President and Chief Executive Officer of ST in anticipation of the completion of the RTO; and

(G)          Avdasseva is the owner of 30,000,000 common shares (on a post-split basis) in the capital of ST (the “ ST Shares ”), and as part of the RTO has agreed to sell and Stadnyk has agreed to buy the ST Shares, on the terms and conditions of this Agreement.

NOW, THEREFORE , in consideration of the foregoing and the promises provided for herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

PART 1
INTERPRETATION

Definitions

1.1          In this Agreement, except as otherwise expressly provided or as the context otherwise:

(a)           “ Business Day ” means any day other than a Saturday or Sunday or statutory holiday in British Columbia;

(b)           “ Developer ” means Tidal Multimedia Inc., a Vancouver-based web design company;

(c)           “ Domain Name ” has the meaning ascribed thereto in Recital (C);

(d)           “ Force Majeure ” means an event or circumstance beyond the reasonable control of a party that prevents or delays that party’s ability to perform its obligations under this Agreement, including Acts of God, strikes and labour disputes, fires, epidemics, sabotage, floods, earthquakes, power failure, war, riots, terrorism, insurrection or civil disturbances and personal incapacity including illness or death, but not any lack of money, credit or financing;

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(e)          “ Host ” has the meaning ascribed thereto in Recital (D);

(f)          “ Intellectual Property Rights ” means all intellectual property, including patents (including utility patents, design patents, registered industrial designs, utility models and certificates of addition), patent applications, copyright, trade marks (including trade names, business names and service marks), information rights in computer software and databases, know-how, trade secrets, other similar instruments or rights, whether registered or unregistered, and all rights in relation to any of the foregoing which are recognized anywhere in the world;

(g)          “ Registrar ” has the meaning ascribed thereto in Recital (C);

(h)          “ Related Content ” means all

(i)          videos, images, audio recordings, multimedia files, customer accounts, scripts, files, text, stylings, source code, object code, electronic data and other content available on or accessible from the Website, and

(ii)          POP addresses, sub-domains and accounts, data and services available from or resolved to the Domain Name.

(i)          “ Website ” has the meaning ascribed thereto in Recital (D);

Interpretation

1.2          In this Agreement, except as otherwise expressly provided or as the context otherwise:

(a)          the insertion of headings in this Agreement is for convenience of reference only and will not affect the construction or interpretation of this Agreement;

(b)          the word “ or ” is not exclusive and the word “ including ” is not limiting (whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto);

(c)          a reference to a “ Part ” is to a Part of this Agreement, and the symbol “ § ” followed by a number or some combination of numbers and letters refers to the section, paragraph, subparagraph, clause or subclause of this Agreement so designated;

(d)          a reference to an entity includes any successor to that entity;

(e)          a word importing the masculine gender includes the feminine and neuter, a word in the singular includes the plural, a word importing a corporate entity includes an individual, and vice versa;

(f)          “ person ” will mean an individual, partnership, corporation (including a business trust), joint stock company, trust unincorporated association, joint venture, or other entity or a government or any agency, department or instrumentality thereof and vice versa; and

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(g)          words, phrases and acronyms not otherwise defined herein that have a meaning commonly understood and accepted by persons familiar with the business of Internet or information technology will be interpreted and understood to have that meaning herein.

Currency

1.3          All references herein to an amount of money or currency shall mean an amount in Canadian dollars, unless stated to the contrary.

PART 2
PURCHASE AND SALE OF WEBSITE

Transfer of Website

2.1          ST hereby transfers, conveys and assigns to Pedersen all of ST’s right, title, and interest in and to:

Consideration

2.2          In consideration of the transfer, conveyance and assignment described in §2.1, Pedersen:

Complete Transfer, Conveyance and Assignment

2.3          ST acknowledges and agrees that the above transfer, conveyance and assignment is a complete transfer, conveyance and assignment and that ST retains no right, title or interest in or to the Domain Name, the Website, the Related Content and all Intellectual Property Rights in connection therewith, and ST hereby:

(a)          waives as against any person any and all moral rights it may have therein or thereto, such moral rights including the right to restrain or claim damages for any distortion, mutilation, or modification of any part thereof whatsoever, and to restrain use or reproduction thereof in any context, or in connection with any product or service; and

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(b)          agrees not to commence any claims or proceedings against any person, corporation, partnership, or other entity in respect of the ownership or use thereof.

Injunctive Relief

2.4          ST acknowledges and agrees that a breach by it of this Part 2 or §4.6 would result in immediate and irreparable harm to Pedersen that could not adequately be compensated by monetary award. Accordingly, in the event of any such breach, Pedersen shall be entitled as a matter of right to apply to a court of competent jurisdiction, without necessity of establishing the inadequacy of a monetary award, for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by ST with this Part 2 or §4.6.

Outstanding Amounts

2.5          ST agrees to pay Pedersen, and Pedersen agrees to receive from ST, the sums of US$10, 000 and Cdn$4,127 in full and final satisfaction of any obligations of ST owing to Pedersen, except for those set out herein, provided that Pedersen execute and deliver to ST a full and final release substantially in the form set out in Schedule A.

Representations and Warranties of ST

2.6          ST represents and warrants to Pedersen that:

(a)          ST owns all right, title and i