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: 06/24/10 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

May 1, 2010 - May 31, 2010

1 Pac Energy May 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 02/05/10 03/08/10 04/06/10 05/07/10 06/04/10

Paid Fees Paid

$660.40 $22,546.00 $7,468.00 $3,609.20 $11,004.00 $7,766.88 $16,046.80 $0.00 $14,009.00 $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 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

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

Expenses
$0.00 $42.93 $74.31 $132.52 $233.77 $178.19 $101.85 $177.44 $419.10 $106.00 $28.44

Expenses Paid
$0.00 $42.93 $74.31 $132.52 $237.77 $178.19 $101.85 $0.00 $419.00 $0.00 $0.00

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 May 1, 2010 through May 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 June 24, 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.

2 Pac Energy May Invoice.doc

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. Dated: June 4, 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

3 Pac Energy May 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 May, 2010) was made June 4, 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

4 Pac Energy May 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

5 Pac Energy May 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

June 02, 2010

Invoice #10483

Professional Services Hours 5/4/2010 MW Draft Application for Compensation of WHSA for April 2010 (.8); preliminary review of same (.2); send invoice to J. Wehrmann for final review (.1); revise per J. Wehrmann's comments (.2); update database with docket numbers, fees and expense amounts (.1). 1.40 Amount 196.00

5/6/2010 MWS Receive and review Zolfo Cooper's response to initial report for third interim period. JAW proofread WHSmith's April 2010 fee notice and detail (0.2); e-mail to M. White re: any revisions needed to same (0.1) AL Update database with Zolfo's 3Q IR Response (.1); Zolfo's December Summary (.2) Electronic filing with the court of WHSA's April Fee Application

0.30

81.00

0.30

45.75

0.30

13.50

5/7/2010 AL

0.40

18.00

5/10/2010 AL

Update database with Pachulski's 3Q IR Response

0.10

4.50

ALP

Briefly reviewed Pachulski's response to initial report concerning 3rd interim period (9-11.09) (.4) Brief review of Lazard's response to initial report regarding the 3rd interim period (9-11.09) (.3)

0.40

69.00

5/11/2010 ALP

0.30

51.75

214 698-3868

Pacific Energy

Page

Hours 5/11/2010 AL Update database with Schully's March Fee Application (Hard Copy) (.2); Lazard's 3Q IR Response (.1) 0.30

Amount 13.50

MWS draft final report regarding fee application of Lazard for third interim period (1.2); draft final report regarding fee application of Rutan & Tucker (0.4); review file and prior analysis regarding Loeb application (0.2); draft final report regarding fee application of Schully Roberts Slattery & Marino for third interim period (1.1); work on status summary for final reports for third interim period (0.9); draft final report regarding fee application of Steptoe for third interim period (0.8); draft final report regarding compensation report of Zolfo Cooper for third interim period (0.8). 5/12/2010 ALP Drafted omnibus final report for those with no objections regarding the 3rd interim period (9-11.09) (.7) Draft email to A. Parnell re Pachulski's IR response

5.40

1,458.00

0.70

120.75

5/13/2010 AL

0.10

4.50

AL

Update database with Schully's March Fee Application (hard copy)

0.20

9.00

5/14/2010 AL

Electronic filing with the court of Steptoe & Johnson's 3Q FR

0.40

18.00

ALP

Drafted final revisions to Steptoe & Johnson's final report regarding the 3rd interim period (9-11.09) (.7) Update database with Steptoe's 3Q FR

0.70

120.75

AL

0.10

4.50

MWS Draft final report regarding fee application of Steptoe & Johnson for third interim period. WHS detailed review of FR Steptoe 3rd int 9-11.09.

1.00

270.00

0.20

59.00

5/19/2010 MWS telephone conference with Alexa L. Parnell regarding completion of final reports (0.2); meet with Alexa L. Parnell regarding same (0.1). AL Update database with Rutan's non pdf 3Q IR Response

0.30

81.00

0.10

4.50

Pacific Energy

Page

Hours 5/19/2010 ALP Drafted and responded to several e-mails with Matt Grimshaw (Rutan) regarding Rutan's response to initial report concerning 3rd interim period (9-11.09) (.2) Draft initial report of third interim fee application of Rutan Tucker. 0.20

Amount 34.50

5/20/2010 JPG

0.80

144.00

5/22/2010 JPG

Draft final report of third interim fee application of Zolfo Cooper.

2.90

522.00

5/24/2010 JPG

Draft final report of third interim fee application of Pepper Hamilton.

0.30

54.00

JPG

Draft final report of third interim fee application of Pachulski Stang.

1.10

198.00

ALP

Drafted final revisions to Rutan's final report regarding 3rd interim period (9-11.09) (1.3). Drafted final revisions to Zolfo Cooper's final report regarding 3rd interim period (9-11.09) (1.5). Electronic filing with the court of Rutan's 3Q FR

1.30

224.25

ALP

1.50

258.75

AL

0.40

18.00

AL

Update database with Rutan's 3Q FR

0.10

4.50

WHS detailed review of FR Rutan Tucker 3rd int 9-11.09

0.20

59.00

5/25/2010 JPG

Continue Draft final report of third interim fee application of Pachulski Stang.

4.00

720.00

JPG

Draft final report of third interim fee application of Zolfo Cooper.

0.40

72.00

ALP

Drafted final revisions to Pepper Hamilton's final report regarding 3rd interim period (9-11.09) (.7). Update database with Zolfo's 3Q FR (.1); Hamilton's 3Q FR (.1); Hamilton's April electronic detail (.1); Steptoe's April electronic detail (.1)

0.70

120.75

AL

0.40

18.00

Pacific Energy

Page

Hours 5/25/2010 AL Electronic filing with the court of Hamilton's 3Q FR 0.40

Amount 18.00

WHS detailed review of FR Pepper Hamilton 3rd int 9-11.09

0.20

59.00

5/26/2010 ALP

Continued drafting final revisions to Zolfo Cooper's final report regarding 3rd interim period (9-11.09) (.5). Electronic filing with the court of Zolfo's 3Q FR

0.50

86.25

AL

0.40

18.00

AL

Update database with Rutan's April fee application (electronic version) (.1); Steptoe's April fee application (hard copy) (.2)

0.30

13.50

WHS detailed review of, and revisions to, FR Zolfo 3rd int 9-11.09

0.30

88.50

5/27/2010 ALP

Drafted final revisions to Pachulski's final report regarding 3rd interim period (9-11.09) (1.2).

1.20

207.00

DTW Review and revise Pachulski 3rd interim final report (1.9); detailed email to J. Garner re same (.3); several telephone calls to A. Parnell re same (.1). AL Update database with Pepper's April fee application (hard copy) (.2)

2.30

379.50

0.20

9.00

5/28/2010 AL

Prepare and electronic filing with the court of WHSA's April CNO

0.40

18.00

ALP

Continued drafting final revisions to Pachulski's final report regarding 3rd interim period (9-11.09) (.6). Electronic filing with the court of Pachulski's 3Q FR (.4)

0.60

103.50

AL

0.40

18.00

AL

Update database with Pachulski 3Q FR (.1); Pachulski's Amended 3Q FR (.1)

0.20

9.00

WHS detailed review of, and revisions to, FR Pachulski Stang 3rd int 9 -11.09

0.30

88.50

For professional services rendered

35.00 $6,206.50

Pacific Energy

Page

Additional Charges : Amount 5/31/2010 Third party copies & document prep/setup. 7.90

Copying cost

7.90

PACER Charges

12.64

Total additional charges

$28.44

Total amount of this bill

$6,234.94

Timekeeper Summary Name Alexa L. Parnell Anthony Lopez Doreen Williams James A. Wehrmann Jennifer Garner Mark W Steirer Melanie White Warren H Smith

Hours 8.10 5.20 2.30 0.30 9.50 7.00 1.40 1.20

Rate 172.50 45.00 165.00 152.50 180.00 270.00 140.00 295.00

Amount $1,397.25 $234.00 $379.50 $45.75 $1,710.00 $1,890.00 $196.00 $354.00