IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: PACIFIC ENERGY RESOURCES LTD, et al., Debtors.

Objection Deadline: 01/31/10 at 4:00 p.m. Hearing Deadline: Only if Objections are Filed

Chapter 11 Case No. 09-10785 (KJC) (Jointly Administered)

NOTICE OF AMENDED MONTHLY FEE AND EXPENSE INVOICE

To: The Notice Parties Listed on Exhibit A hereto

Name of Applicant:

Warren H. Smith & Associates, P.C.

Authorized to Provide Professional Services to:

The United States Bankruptcy Court

Date of Retention:

July 9, 2008

Period for which compensation and/or reimbursement is sought:

December 1, 2009 through December 31, 2009

Pac Energy December Invoice.doc

Summary of Monthly Fee and Expense Invoice Statements for Compensation Period:

Requested Date Filed

8/7/09 9/16/09 10/6/09 11/6/09 12/8/09 01/11/10

Paid Fees Paid

$660.40 $22,546.00 $7,468.00 $3,609.20 $0.00 $0.00

Period Covered
July 1, 2009July 31, 2009 August 1, 2009August 31, 2009 September 1, 2009September 30, 2009 October 1, 2009October 31, 2009 November 1, 2009November 30, 2009 December 1, 2009December 31, 2009

Fees
$825.50 $28,182.50 $9,335.00 $4,511.50 $13,755.00 $9,708.50

Expenses
$0.00 $42.93 $74.31 $132.52 $233.77 $178.19

Expenses Paid
$0.00 $42.93 $74.31 $132.52 $0.00 $0.00

PLEASE TAKE NOTICE that Warren H. Smith and Associates, P. C. (the "Applicant") has today filed this Notice of Monthly Fee and Expense Invoice for December 1, 2009 through December 31, 2009 (this "Monthly Fee Statement") pursuant to the Order Appointing Fee Auditor and Establishing Related Procedures Concerning the Allowance and Payment of Compensation and Reimbursement of Expenses of Applicants and Consideration of Fee Applications (the "Fee Auditor Order). PLEASE TAKE FURTHER NOTICE that responses or objections to this Monthly Fee Statement, if any, must be filed on or before January 31, 2010 at 4:00 p.m. (prevailing Eastern Time) (the "Objection Deadline") with the United States Bankruptcy Court for the District of Delaware, 5th Floor, 824 Market Street, Wilmington, Delaware 19801. PLEASE TAKE FURTHER NOTICE that upon the expiration of the Objection Deadline, the Applicant shall certify in writing to the Debtors and Counsel to the Debtors that no objection, or an objection, has been filed with the Court relative to his Notice, whichever is applicable, after which the Debtors shall pay to the Professional an amount equal to the lesser of (i) 80 per cent of the fees and 100 percent of the expenses requested in this Monthly Fee Statement or (ii) 80

Pac Energy December Invoice.doc

percent of the fees and 100 percent of the expenses not subject to an objection. All fees and expenses in this Monthly Fee Statement will be included in the next interim application for compensation and reimbursement of expenses to be filed and served by the Applicant at a later date, and will be subject to objection at such time. Dated: January 11, 2010

Respectfully submitted, WARREN H. SMITH & ASSOCIATES, P. C.

By: ________________________________ Warren H. Smith State Bar No. 18757050 325 N. Saint Paul Suite 1250 Dallas, Texas 75201 (214) 698-3868 (214) 722-0081 (FAX) FEE AUDITOR

Pac Energy December Invoice.doc

CERTIFICATE OF SERVICE

I, Warren H. Smith, certify that I am not less than 18 years if age, and that service of a copy of the attached Notice of Monthly Fee and Expense Invoice (for Warren H. Smith & Associates, P. C. for December, 2009) was made January 11, 2010, upon the Notice Parties identified as "Exhibit A" in the Order Appointing Fee Auditor and Establishing Related Procedures Concerning the Allowance and Payment of Compensation and Reimbursement of expenses of Professionals and Members of Official Committees and Consideration of Fee Applications (as modified) via email, or by hand delivery to those Parties located in Wilmington, Delaware. Under penalty of perjury, I declare that the foregoing is true and correct.

Warren H. Smith

Pac Energy December Invoice.doc

Exhibit A
Notice Parties United States Trustee Office of the United States Trustee 844 N. King Street, Room 2207 Lock Box 35 Wilmington, DE 19801 Counsel to the Debtors Laura Davis Jones, Esq. James E. ONeill, Esq. Kathleen P. Makowski, Esq. Pachulski Stang Ziehl & LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington DE 19899 Counsel to the Debtors Ian S. Fredericks, Esq. Skadden Arps, Slate, Meagher & Flom LLP One Rodney Square P.O. Box 636 Wilmington, DE 19899 Special Counsel to the Debtors Penelope Parmes, Esq. Rutan & Tucker, LLP 611 Anton Boulevard 14th Floor Costa Mesa, CA 92626 Canadian Counsel to the Debtors Jensen Lunny MacInnes Law Corporation H.C. Ritchie Clark, Q.C. P.O. Box 12077 Suite 2550 555 West Hastings Street Vancouver, BC V6B 4N5 Engineering Consultant to the Debtors Mark A. Clemans Millstream Energy, LLC 4918 Menlo Park Drive Sugarland, TX 77479

Special Oil and Gas Transactional Counsel to the Debtors Anthony C. Marino, Esq. Schully, Roberts, Slattery & Marino PLC Energy Centre 1100 Poydras Street, Suite 1800, New Orleans, LA 70163 Financial Advisor to the Debtors Curtis A. McClam Deloitte Financial Advisory Services LLP 350 South Grand Ave, Ste. 200 Los Angeles, CA 90071 Financial Advisor to the Debtors John Rutherford Lazard Freres & Co. LLC 30 Rockefeller Plaza, 61st Floor New York, NY 10020 Co-Counsel to the Official Committee of Unsecured Creditors David B. Stratton, Esq. James C. Carignan, Esq. Pepper Hamilton LLP Hercules Plaza, Suite 1500 1313 Market Street Wilmington, DE 19899 Co-Counsel to the Official Committee of Unsecured Creditors Filiberto Agusti, Esq. Steven Reed, Esq. Joshua Taylor, Esq. Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036 Debtors Pacific Energy 111 W. Ocean Blvd., Suite 1240 Long Beach, CA 90802

Pac Energy December Invoice.doc

Pac Energy December Invoice.doc

Warren H. Smith & Associates, P.C.

325 North St. Paul Street Suite 1250 Dallas, TX 75201 Tax Id# 01-0584406

Invoice submitted to: Pacific Energy

January 05, 2010

Invoice #10205

Professional Services Hours 12/2/2009 JAW Proofread W.H. Smith & Assoc. November 2009 Fee Application and Notice (0.2); e-mail to M. White regarding any revisions needed to same (0.1). 12/3/2009 MW Draft monthly application for compensation for November (.5). 0.30 Amount 45.00

0.50

65.00

12/7/2009 MW

Prepare hearing binder with A. Lopez.

0.50

65.00

AL

Assist with preparing hearing binder for 12.08.09 hearing

1.00

125.00

AL

Update database with Hamilton's July Fee Detail

0.10

4.50

12/8/2009 MWS meet with Alexa L. Parnell to discuss next round of reports

0.20

52.00

ALP

Reviewed Schully's monthly and interim fee applications regarding 2nd interim period (6-8.09) (2.9) Reviewed Millstream's monthly and interim fee applications regarding 2nd interim period (6-8.09) (3.6)

2.90

493.00

ALP

3.60

612.00

214 698-3868

Pacific Energy

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Hours 12/8/2009 ALP Reviewed Millstream's response to final report regarding 1st interim period (3-5.09) (.4); drafted e-mail to Warren Smith regarding same (.2) Drafted and responded to e-mails with Anthony Lopez regarding status of filed monthly and interim fee applications regarding 2nd interim period (6-8.09) (.1); drafted status chart regarding same (.5) Extended telephone conference with Warren Smith regarding preparation for 12/8 fee hearing regarding 1st interim period (3-5.09) (.2) 0.60

Amount 102.00

ALP

0.60

102.00

ALP

0.20

34.00

JAW Detailed review of Zolfo Cooper's June 2009 fee application (2.9); draft summary of same (0.7) WHS prepare for fee app hearing (.5); attend fee app hearing via telephone (.3)

3.60

540.00

0.80

236.00

AL

E-filing with the Court of WHSA's November Fee Application

0.30

13.50

AL

Update database with Jensen's May Fee Application ( Electronic Version)

0.10

4.50

AL

Update database with Deloitte's June Fee Application ( Hard Copy)

0.10

4.50

AL

Update database with Deloitte's July Fee Application ( Hard Copy)

0.10

4.50

MW

Research PACER for any objections in preparation of hearing (.8); confer with A. Parnell re same (.2). Update database with Armstong's November Fee Application ( Electronic Copy) Update database with Schully's October Fee Application (Hard Copy)

1.00

130.00

12/9/2009 AL

0.10

4.50

12/10/2009 AL

0.10

4.50

AL

Update database with Rutan's November Fee Application (Hard Copy)

0.10

4.50

12/14/2009 AL

Update database with Pepper's November Fee Application (Hard Copy)

0.10

4.50

Pacific Energy

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Hours 12/14/2009 AL Update database with Pepper's November Fee Detail 0.10

Amount 4.50

12/15/2009 AL

Update database with Millstream's Amended 1st Interim FR

0.10

4.50

AL

Electronic filing with court of Millstream's Revised FR for the 1st Interim

0.20

9.00

ALP

Reviewed Millstream's supplemental response and time entries regarding objection to final report concerning 1st interim period (3-5.09) (.4) Drafted amended final report to Millstream regarding 1st interim period (3-5.09) (.7) Conference with S. McFarland regarding status of 2nd interim fee applications and the interim fee application of WHSA that was filed with the Court.

0.40

68.00

ALP

0.70

119.00

12/16/2009 MW

0.30

39.00

12/17/2009 JAW detailed review of Zolfo Cooper July 2009 fee application (2.2)

2.20

330.00

12/22/2009 ALW Receive and review and document the following files: Deloitte, Lazard Rutan & Steptoe 12/23/2009 ALP Reviewed Zolfo Cooper's monthly and interim fee applications regarding the 2nd interim period (6-8.09) (1.8) Reviewed Pachulski's monthly and interim fee applications regarding the 2nd interim period (6-8.09) (6.2) Reviewed Loeb & Loeb's monthly and interim fee applications regarding the 2nd interim period (6-8.09) (5.3) Draft CNO re November Fee Application of WHSA

0.10

26.00

1.80

306.00

ALP

6.20

1,054.00

12/27/2009 ALP

5.30

901.00

12/28/2009 AL

0.40

18.00

AL

Update database with Steptoe's November Fee Application ( electronic copy)

0.10

4.50

ALP

Reviewed Millstream Energy's monthly and interim fee applications regarding the 2nd interim period (6-8.09) (5.0)

5.00

850.00

Pacific Energy

Page

Hours 12/28/2009 AL Update database with Steptoe's November Fee Application ( hard copy) 0.10

Amount 4.50

JAW detailed review of Zolfo Cooper August 2009 fee application (3.0); draft summary of same (0.30) JAW detailed review of Rutan & Tucker August 2009 fee application (1.6); draft summary of same (0.10) 12/29/2009 JAW detailed review of Pachulski August 2009 fee application (5.0)

3.30

495.00

1.70

255.00

5.00

750.00

ALP

Reviewed Schully Robert's monthly and interim fee applications regarding the 2nd interim period (6-8.09) (4.9) Update database with Cooper's September Fee Application (hard copy)

4.90

833.00

AL

0.10

4.50

12/30/2009 ALP

Reviewed Jensen Lunny's monthly and interim fee applications regarding the 2nd interim period (6-8.09) (3.4) Reviewed Pepper Hamilton's monthly and interim fee applications regarding the 2nd interim period (6-8.09) (2.3) E-filing of WHSA's November CNO

3.40

578.00

ALP

2.30

391.00

AL

0.30

13.50

For professional services rendered Additional Charges : 12/31/2009 Pacer Charges

60.90 $9,708.50

25.99

Third party copies & document prep/setup.

102.70

Copying cost

49.50

Total additional charges

$178.19

Pacific Energy

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Amount

Total amount of this bill

$9,886.69

Timekeeper Summary Name Alexa L. Parnell Amber L Willingham Anthony Lopez Anthony Lopez James A. Wehrmann Mark W Steirer Melanie White Warren H Smith

Hours 37.90 0.10 1.00 2.50 16.10 0.20 2.30 0.80

Rate 170.00 260.00 125.00 45.00 150.00 260.00 130.00 295.00

Amount $6,443.00 $26.00 $125.00 $112.50 $2,415.00 $52.00 $299.00 $236.00