IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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

Chapter 11 Case No. 09-10785 (KJC) (Jointly Administered) Objection Deadline: 1/27/11 at 4:00 p.m. Hearing Deadline: Only if Objections are Filed

Debtors.

NOTICE OF 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: Date of Retention: Period for which compensation and/or reimbursement is sought:

The United States Bankruptcy Court July 9, 2008

December 1, 2010 through December 31, 2010

1 Pac Energy December Invoice.doc

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

Requested Date Filed

Paid Fees Paid

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 January 1, 2010January 31, 2010 February 1, 2010February 28, 2010 March 1, 2010March 31, 2010 April 1, 2010April 30, 2010 May 1, 2010May 31, 2010 June 1, 2010June 30, 2010 July 1, 2010July 31, 2010 August 1, 2010August 31, 2010 September 1, 2010September 30, 2010 October 1, 2010October 31, 2010 November 1, 2010November 30, 2010 December 1, 2010December 31, 2010

Fees
$825.50 $28,182.50 $9,335.00 $4,511.50 $13,755.00 $9,708.50 $20,058.50 $24,527.25 $17,511.25 $12,191.00 $6,206.50 $14,034.25 $8,633.00 $5,305.25 $7,756.75 $2,619.25 $9,995.25 $7,933.25

Expenses
$0.00 $42.93 $74.31 $132.52 $233.77 $178.19 $101.85 $177.44 $419.10 $106.00 $28.44 $190.48 $142.18 $91.19 $176.99 $139.23 $661.30 $176.26

Expenses Paid
$0.00 $42.93 $74.31 $132.52 $237.77 $178.19 $101.85 $177.44 $419.00 $106.00 $28.44 $190.48 $142.18 $91.19 $176.99 $0.00 $0.00 $0.00

2 Pac Energy December Invoice.doc

PLEASE TAKE NOTICE that Warren H. Smith and Associates, P. C. (the "Applicant") has today filed this Notice of Amended Monthly Fee and Expense Invoice for December 1, 2010 through December 31, 2010 (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 27, 2011 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 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.

3 Pac Energy December Invoice.doc

Dated: January 7, 2011

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

4 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, 2010) was made January 7, 2011, 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

5 Pac Energy December Invoice.doc

Exhibit A
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

6 Pac Energy December Invoice.doc

Warren H. Smith & Associates, P.C.

Invoice submitted to: Pacific Energy

January 06, 2011

Invoice #10200

Professional Services Hours 12/1/2010 ALP Reviewed status of filed fee applications concerning the 6th interim period (6-8.10) (.4); drafted status chart regarding same (.5) Drafted and responded to e-mails with Jeannette Dann (Jensen Lunny) regarding response due to initial report concerning 5th interim period (3-5.10) (.1) Update database with Pachulski's September summary 0.90 Amount 155.25

ALP

0.10

17.25

12/3/2010 AL

0.10 2.10

4.50 567.00

12/5/2010 MWS Draft initial report regarding termination fee of Millstream (1.1); forward same to Alexa L. Parnell (0.1); draft initial report regarding fee application of Pachulski for fifth interim period (0.9). 12/6/2010 AL Receive and review email from A. Parnell re Millstream's Termination Fee FR (.1); update database with same (.1); Draft email to W. Smith re approval Millstream's Termination Fee FR (.1) Receive and review email from W. Smith re Millstream's Termination Fee FR (.1); electronic filing with the court of finalized version of Millstream's Termination Fee FR (.3); draft email to A. Parnell re finalized version (.1) Drafted final revisions to Millstream Energy's final report regarding its termination fee (1.3)

0.30

13.50

AL

0.50

22.50

ALP

1.30

224.25

WHS detailed review of FR Millstream Termination Fee 12/7/2010 MW Draft monthly fee application of WHS&A for November (1.7); preliminary review of same (.3); send invoice to J. Wehrmann for review (.1).

0.20 2.10

59.00 294.00

12/8/2010 JAW Proofread W.H. Smith's November 2010 fee detail and Notice (0.30); e-mail to M. White regarding any revisions to same (0.10)

0.40

61.00

214 698-3868

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Hours 12/10/2010 ALP Reviewed Jensen Lunny's response to initial report concerning 5th interim period (3-5.10) (.6) Revise and finalize monthly fee application of WHSA (.3); electronic filing with court re same (.3); prepare same for service (.1); update database with finale version (.1) Receive and review email from A. Parnell re Jensen's 5Q IR response (.1); update database with same (.1) 0.60

Amount 103.50

AL

0.80

36.00

AL

0.20

9.00

12/12/2010 MWS Email Alexa L. Parnell regarding outstanding initial reports. MWS Receive and review response of JLM for fifth interim period. 12/13/2010 AL Update database with Hamilton's November electronic detail

0.10 0.20 0.20 3.50

27.00 54.00 9.00 945.00

MWS Draft initial report regarding fee application of Rutan & Tucker for fifth interim period (0.8); draft initial report regarding fee application of JLM and McMahon for fifth interim period (2.7). 12/14/2010 AL Update database with Schully's September (.2), October (.2) and November (.2) fee applications (hard copies)

0.60

27.00

MWS Review amended fee app of SRSM (0.6); draft initial report regarding fee application of Pachulski for fifth interim period (1.8). 12/16/2010 AL Update database with Pachulski's July (.1), August (.1) and September (.1) electronic detail Update database with Pepper's September through November fee application (.2); Pepper's November monthly fee application (.2) Drafted final revisions to final report to Schully Roberts regarding the 5th interim period (3-5.10) (1.7); extended telephone conference with Lynn Wolf (Schully Roberts) regarding same (.3)

2.40

648.00

0.30

13.50

12/17/2010 AL

0.40

18.00

12/21/2010 ALP

2.00

345.00

MWS Draft e-mail to Alexa L. Parnell regarding status of final reports regarding fifth interim period. MWS Review amended fee application of Schully Roberts for fifth interim period (0.4); finish drafting final report regarding fee application of Schully Roberts for fifth interim period (1.4); forward draft to Alexa L. Parnell (0.1). MWS Draft final report regarding fee application of Pepper Hamilton for fifth interim period (1.3); forward draft to Alexa L. Parnell (0.1). ALP Drafted omnibus final report for those with no objections regarding the 5th interim period (3-5.10) (2.3)

0.10

27.00

1.90

513.00

1.40

378.00

2.30

396.75

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Hours 12/21/2010 MWS Draft final report regarding fee application of Rutan Tucker for fifth interim period (1.1); forward draft to Alexa L. Parnell (0.1). AL Receive and review email from A. Parnell re Schully's 5Q FR (.1); update database with same (.1); draft email to W. Smith re approval of Schully's 5Q FR (.1) Update database with Pachulski's October fee application (.2); Steptoe's November fee application (.2); Steptoe's November electronic detail (.1) 1.20

Amount 324.00

0.30

13.50

AL

0.50

22.50

12/22/2010 WHS detailed review of, and revisions to, FR Pepper 5th int 3-5.10 ALP Drafted final revisions to final report to Jensen Lunny regarding the 5th interim period (10.09-6.10) (2.1)

0.20 2.10

59.00 362.25

MWS E-mails with Alexa L. Parnell regarding Rutan Tucker final report for fifth interim period. MWS Email from Warren H. Smith regarding fees for preparation of fee application of Rutan Tucker for fifth interim period (0.1); draft responsive email (0.1); revise final report acordingly (0.6). MWS Draft final report regarding fee application of Jensen Lunney for fifth interim period (1.2); forward draft to Alexa L. Parnell (0.1); revise final report regarding per comments of Warren H. Smith (0.1) MWS Email from Warren H. Smith regarding final report regarding fee application of Schully Roberts for fifth interim period (0.1); revise final report (0.1); draft email to Warren H. Smith regarding issue raised in paragraph 5 of draft (0.3). ALP Drafted final revisions to final report to Rutan regarding the 5th interim period (3-5.10) (1.6) Drafted final revisions to final report to Pepper Hamilton regarding the 5th interim period (3-5.10) (1.3)

0.10

27.00

0.80

216.00

1.40

378.00

0.50

135.00

1.60

276.00

ALP

1.30

224.25

WHS detailed review of, and revisions to, FR Schully 5th int 3-5.10 WHS detailed review of FR re Application With No Objections 5Q 3-5.10 AL Receive and review email from A. Parnell re all sixth interim fee applications received (.1); update database with same (.1); draft email to M. Steirer re sixth interim fee applications (.1) Receive and review email from W. Smith re approved version of Pepper's 5Q FR (.1); update database with same (.1); electronic filing with the court of Pepper's 5Q FR(.3); prepare same for service (.1); draft email to A. Parnell re service of same (.1); Receive and review email from W. Smith re approved version of Schully's 5Q FR (.1); update database with same (.1);

0.30 0.30 0.30

88.50 88.50 13.50

AL

2.10

94.50

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Hours electronic filing with the court of Schully's 5Q FR(.3); prepare same for service (.1); draft email to A. Parnell re service of same (.1); Receive and review email from W. Smith re approved version of Omnibus' 5Q FR (.1); update database with same (.1); electronic filing with the court of Omnibus'5Q FR(.3); prepare same for service (.1); draft email to A. Parnell re service of same (.1) 12/22/2010 AL Receive and review email from A. Parnell re Rutan's 5Q FR (.1); update database with same (.1); draft email to W. Smith re approval of Rutan's 5Q FR (.1); Receive and review email from A. Parnell re Pepper's 5Q FR (.1); update database with same (.1); draft email to W. Smith re approval of Pepper's 5Q FR (.1); Receive and review email from A. Parnell re Jensen's 5Q FR (.1); update database with same (.1); draft email to W. Smith re approval of Jensen's 5Q FR (.1); Receive and review email from A. Parnell re Omnibus' 5Q FR (.1); update database with same (.1); draft email to W. Smith re approval of Omnibus' 5Q FR (.1) 1.20

Amount

54.00

12/23/2010 WHS detailed review of FR Jensen 5th int 10.09-6.10 WHS detailed review of FR Rutan 5th int 3-5.10 AL Receive and review email from W. Smith re approved version of Jensen's 5Q FR (.1); update database with same (.1); electronic filing with the court of Jensen's 5Q FR (.3); prepare same for service (.1); draft email to A. Parnell re service of same (.1); Receive and review email from W. Smith re approved version of Rutan's 5Q FR (.1); update database with same (.1); electronic filing with the court of Rutan's 5Q FR (.3); prepare same for service (.1); draft email to A. Parnell re service of same (.1) Drafted and responded to e-mails with Scotta McFarland (Pachulski) regarding status of final reports concerning 5th interim period (3-5.10) (.2) Drafted and responded to e-mails with Scotta McFarland (Pachulski) regarding Rutan and Jensen Lunny's final reports concerning 5th interim period (3-5.10) (.2) Update database with Schully's 5Q interim fee application Reviewed email from Gerry Tywoniuk regarding closing case (.2); reviewed confirmation and fee auditor orders (.4); drafted e-mail to Warren Smith regarding proposed time frame to close out case (.2); drafted email to Melanie White regarding same (.1).

0.20 0.20 1.40

59.00 59.00 63.00

ALP

0.20

34.50

12/27/2010 ALP

0.20

34.50

12/28/2010 AL 12/29/2010 ALP

0.20 0.90

9.00 155.25

MWS Receive and review confirmation order forwarded by Alexa L. Parnell. MW research PACER for objections to November fee application of WHS&A in preparation for drafting CNO (.7)

0.10 0.70

27.00 98.00

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Hours 12/29/2010 AL 12/30/2010 AL Update database with Rutan's 5Q electronic detail Draft CNO re November monthly fee application of WHS&A (.5); electronic filing with Court (.3); update database re same (.1) 0.20 0.90

Amount 9.00 40.50

For professional services rendered Additional Charges : 12/31/2010 Copying cost Third party copies & document prep/setup. PACER Charges Total additional charges

44.40

$7,933.25

4.00 159.30 12.96 $176.26

Total amount of this bill

$8,109.51

Timekeeper Summary Name Alexa L. Parnell Anthony Lopez James A. Wehrmann Mark W Steirer Melanie White Warren H Smith Hours 13.50 10.50 0.40 15.80 2.80 1.40 Rate 172.50 45.00 152.50 270.00 140.00 295.00 Amount $2,328.75 $472.50 $61.00 $4,266.00 $392.00 $413.00