CHANGE OF CONTROL AGREEMENT

EXHIBIT 4.7

CHANGE OF CONTROL AGREEMENT

THIS AGREEMENT made effective as of the 1st day of January, 2007.

BETWEEN:

• • • • PARK PLACE ENERGY INC.

        (the "Company")

AND:

• • • • GEORGE TSAFALAS

        (the "Consultant")

WHEREAS:

(A)                The Consultant is presently engaged by the Company under a Consulting Contract;

(B)                The Company and the Consultant are desirous of having certain rights and benefits in the event that the Consultant's engagement with the Company is terminated in a manner set forth hereinafter;

(C)                The Company wishes to retain the benefit of the Consultant's services and to ensure that the Consultant is able to carry out his responsibilities with the Company free from any distractions associated with any potential change in the ownership or control of the Company or its assets;

NOW THEREFORE in consideration of the premises and the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the Consultant and the Company, it is agreed by and between the Consultant and the Company as follows:

Part 1
DEFINITIONS AND INTERPRETATION

Definitions

1.1               In this Agreement, the following words and terms with the initial letter or letters thereof capitalized shall have the meanings set forth below:

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• • (a)       " Agreement " means this agreement as amended from time to time;

    (b)       " Change in Control " means a transaction or series of transactions whereby directly or indirectly:

    • • (i)       any person or combination of persons acquires a sufficient number of securities of the Company to affect materially the control of the Company, whether by way of acquisition of previously issued securities or as a result of issuances from treasury, or a combination thereof, and for the purposes of this Agreement, a person or combination of persons holding shares or other securities in excess of the number which, directly or following the conversion or exercise thereof, would entitle the holders thereof to cast 20% or more of the votes attached to all shares of the Company which may be cast to elect directors of the Company, shall be deemed to be in a position to affect materially the control of the Company;

        (ii)      the Company shall consolidate or merge with or into, amalgamate with, or enter into a statutory arrangement with any other person, or any other person shall consolidate or merge with or into, or amalgamate with or enter into a statutory arrangement with the Company, and, in connection therewith, all or part of the outstanding shares of the Company which have voting rights attached thereto shall be changed in any way, reclassified or converted into, exchanged or otherwise acquired for shares or other securities of the Company or any other person or for cash or any other property (other than a transaction which has been approved by the directors of the Company, a majority of whom are directors of the Company holding office at the date of this Agreement);

        (iii)     there shall be a change in a majority of the board of directors of the Company whether as a result of a shareholders meeting or as a result of appointments made by the remaining members of the board of directors of the Company in filling vacancies caused by the resignation of the majority in number of the board of directors of the Company;

        (iv)      a majority of the board of directors shall have resigned or otherwise been removed from office, whether or not the vacancies created by such resignations or removals are filled;

    other than a transaction or series of transactions which involves a sale of securities or assets of the Company with which the Consultant is involved as a purchaser in any manner, whether indirectly or indirectly, and whether by way of participation in a corporation or partnership that is a purchaser or by provision of debt, equity or purchase-leaseback financing;

    (c)       " Consulting Contract " means that consulting contract between the Company and the Consultant dated effective January 1, 2007;

    (d)       " Expiry Date " means the date which is 12 months after a Change in Control occurs;

     

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• • (e)       " Triggering Event " means anyone of the following events which occurs following a Change of Control without the express agreement in writing of the Consultant:

    • • (i)       an adverse change in any of the duties, powers, rights, discretion or compensation of the Consultant as they exist immediately prior to the Change of Control; or

        (ii)      a change in the person or body to whom the Consultant reported immediately prior to the Change of Control provided that this shall not include a change resulting from a promotion in the normal course of business.

Plural and Gender

1.2               Whenever used in this Agreement, words importing the singular number only shall include the plural and vice versa and words importing the masculine gender shall include the feminine gender.

Binding Effect

1.3               This Agreement shall be binding on the successors and assigns of the Company and shall enure to the benefit of the successors and assigns of the Consultant.

Monetary Amounts

1.4               All references to monetary amounts in this Agreement are to lawful money in the United States of America.

PART 2
RIGHTS OF CONSULTANT

Right Upon Occurrence of Triggering Event

2.1

(a)        Right : If a Change in Control occurs and if, in respect of the Consultant, a Triggeri