IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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

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

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:

The United States Bankruptcy Court

Date of Retention:

July 9, 2008

Period for which compensation and/or reimbursement is sought:

February 1, 2010 through February 28, 2010

Pac Energy February 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, 2010- January 31, 2010 February 1, 2010February 28, 2010

Fees
$825.50 $28,182.50 $9,335.00 $4,511.50 $13,755.00 $9,708.50 $20,058.50 $25,479.25

Expenses
$0.00 $42.93 $74.31 $132.52 $233.77 $178.19 $101.85 $177.44

Expenses Paid
$0.00 $42.93 $74.31 $132.52 $237.77 $178.19 $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 February 1, 2010 through February 28, 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 March 29, 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

Pac Energy February Invoice.doc

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: March 8, 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 February 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 Februady, 2010) was made March 8, 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 February 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 February Invoice.doc

Pac Energy February Invoice.doc

Warren H. Smith & Associates, P.C.

Invoice submitted to: Pacific Energy

March 04, 2010

Invoice #10381

Professional Services Hours 2/1/2010 ALP Drafted e-mail to Mark Clements (Millstream) regarding 2nd int IR (6-8.09) (.1) 0.10 Amount 17.00

ALP

Drafted and responded to e-mails to Vadim Rubinstein (Loeb) regarding 2nd int IR (6-8.09) (.2) Reviewed Pachulski's monthly and interim fee applications regarding the 3rd interim period (9-11.09) (3.7)

0.20

34.00

ALP

3.70

629.00

MWS draft initial report regarding fee application of Zolfo Cooper for second interim period. MWS draft initial report regarding fee application of Schully Roberts for second interim period ALP Drafted and responded to e-mails with Dianne Toth (Jensen Lunny) regarding 2nd int IR (6-8.09) (.2) Research database for all received applications in Pac Energy (.3); research PACER for all filed applications for 3rd interim (.7) Draft detailed status chart regarding received and missing applications (.9); send same to S. McFarland and A. Parnell for review (.1).

2.10

546.00

3.20

832.00

0.20

34.00

2/2/2010 MW

2.00

260.00

JAW Detailed review of Schully September 2009 fee application (1.1); draft summary of same (0.2)

1.30

195.00

214 698-3868

Pacific Energy

Page

Hours 2/2/2010 ALP Reviewed status of filed monthly and interim fee applications regarding the 3rd interim period (9-11.09) (.9) Continued reviewing Pachulski's monthly and interim fee applications regarding the 3rd interim period (9-11.09) (3.3) 0.90

Amount 153.00

ALP

3.30

561.00

DTW Telephone call with A. Parnell re Deloitte and Pepper 2nd interim final reports (.1); brief review of initial reports and responses for same (.4); drafting final report for Deloitte (1.1); drafting final report for Pepper (.7). MWS draft initial report regarding fee application of Schully Roberts for second interim period. MWS finish drafting initial report regarding fee application of Zolfo Cooper for second interim period. AL Draft and E-Filing of WHSA's December CNO

2.30

379.50

5.00

1,300.00

0.80

208.00

0.40

18.00

AL

Update database with Zolfo's June Summary

0.10

4.50

2/3/2010 ALP

Several extended telephone conferences with Lynn Wolf (Schully Roberts) regarding response to 2nd interim IR (6-8.09) (.3) Reviewed Rutan's monthly and interim fee applications regarding the 3rd interim period (9-11.09) (2.4)

0.30

51.00

ALP

2.40

408.00

DTW Review and revise 2nd interim initial report for Zolfo Cooper (.1); finish drafting Pepper 2nd interim final report (.6); brief review of S&J initial report and response (.3); drafting initial report re same (2.4); emails to K. Piper re additional information needed (.2). MWS finish drafting initial report regarding fee application of Schully Roberts for second interim. JAW Proofread WHSmith January 2010 fee notice and fee detail (0.2); e-mail to M. White regarding any revisions (0.1) ALP Drafted final revisions to Zolfo Cooper's initial report regarding the 2nd interim period (6-8.09) (1.3)

3.60

594.00

1.90

494.00

0.30

45.00

1.30

221.00

Pacific Energy

Page

Hours 2/3/2010 JAW detailed review of Pachulski September 2009 fee application (2.7) 2.70

Amount 405.00

JAW detailed review of Zolfo Cooper September 2009 fee application (2.0); draft summary of same (0.1) AL Update database with Lazard's October through December Fee Application (Hard Copy) Draft of WHSA's January Invoice

2.10

315.00

0.20

9.00

AL

0.40

18.00

AL

receive, review, finalize, and serve Zolfo's 2Q IR

0.30

13.50

2/4/2010 AL

receive, review, finalize, and serve Schully's 2Q IR

0.30

13.50

AL

Update database with Schully's 2Q IR Response

0.10

4.50

DTW Continue drafting Steptoe's 2nd interim final report (.7).

0.70

115.50

DTW Review and revise 2nd interim initial report for Schully (.1)

0.10

16.50

ALP

Drafted e-mail to S. Winn (Zolfo Cooper) regarding initial report for 2nd interim period (6-8.09) (.1) Drafted final revisions to Schully Roberts initial report regarding 2nd interim period (6-8.09) (1.7) Reviewed Deloitte's monthly and interim fee applications regarding 3rd interim interim period (9-11.09) (5.6)

0.10

17.00

ALP

1.70

289.00

ALP

5.60

952.00

2/5/2010 WHS detailed review of FR Pepper 2nd int 6-8.09

0.20

59.00

DTW Telephone call with A. Parnell re Steptoe and Rutan final reports (.2); revisions to Steptoe final report prior to forwarding to A. Parnell (.7).

0.90

148.50

Pacific Energy

Page

Hours 2/5/2010 AL Electronic filing with court of Hamilton's 2Q FR 0.40

Amount 18.00

AL

E-Filing of WHSA's January Fee Application

0.40

18.00

ALP

Drafted final revisions to Steptoe's final report regarding the 2nd interim period (6-8.09) (.7) Reviewed Jensen Lunny's monthly and interim fee applications regarding the 3rd interim period (9-11.09) (2.9) Drafted final revisions to Deloitte's final report regarding the 2nd interim period (6-8.09) (1.1) Drafted final revisions to Pepper Hamilton's final report regarding the 2nd interim period (6-8.09) (1.3) Electronic filing with court of Steptoe's 2Q FR

0.70

119.00

ALP

2.90

493.00

ALP

1.10

187.00

ALP

1.30

221.00

AL

0.30

13.50

AL

Update database with Steptoe's 2Q FR

0.10

4.50

WHS detailed review of, and revisions to, FR Steptoe 2nd int 6-8.09

0.30

88.50

2/8/2010 JAW Draft summary of Pachulski's September 2009 fee application (1.1)

1.10

165.00

AL

Update database with Pachulski's November Fee Detail

0.10

4.50

DTW Drafting 2nd interim final report for Rudnick (1.1).

1.10

181.50

AL

Update database with Pachulski's December Fee Detail

0.10

4.50

AL

Update database with Pachulski's October Fee Detail

0.10

4.50

Pacific Energy

Page

Hours 2/8/2010 AL Update database with Pachulski's September Fee Detail 0.10

Amount 4.50

MWS Received and review email from Alexa R. Parnell forwarding Scotta MacFarland email regarding Zolfo Cooper 2/10/2010 MWS telephone conference with Alexa R. Parnell regarding review of Zolfo Cooper fees (0.3); draft email analyzing issues regarding review of Zolfo fees (0.7). ALP Reviewed Pepper Hamilton's monthly and interim fee applications regarding the 3rd interim period (9-11.09) (2.9) Reviewed Lazard's monthly and interim fee applications regarding the 3rd interim period (9-11.09) (2.4) Continued reviewing Lazard's monthly and interim fee applications regarding the 3rd interim period (9-11.09) (3.6) Update database with Pepper's September through November Fee Application (Hard Copy) Reviewed Pachulski's monthly and interim fee applications regarding the 3rd interim period (9-11.09) (4.6) Drafted final revisions to Rutan's final report regarding the 2nd interim period (6-8.09) (1.3)

0.20

52.00

1.00

260.00

2.90

493.00

2/11/2010 ALP

2.40

408.00

2/12/2010 ALP

3.60

612.00

2/15/2010 AL

0.10

4.50

2/16/2010 ALP

4.60

793.50

ALP

1.30

224.25

MWS review emails of Alexa L. Parnell and Scotta MacFarland regarding Zolfo response (0.1); emails with Alexa L. Parnell regarding final reports (0.1). ALP Drafted final revisions to Deloitte's final report regarding the 2nd interim period (6-8.09) (1.7) Drafted omnibus final report regarding those with no objections regarding the 2nd interim period (6-8.09) (1.8) Continued drafting final revisions to Rutan's final report regarding the 2nd interim period (6-8.09) (.7) Update database with Schully's December Fee Application (Hard Copy)

0.20

54.00

1.70

293.25

ALP

1.80

310.50

2/17/2010 ALP

0.70

120.75

AL

0.10

4.50

Pacific Energy

Page

Hours 2/17/2010 MWS receive and review Loeb & Loeb's response to initial report regarding fee application for second interim period AL Update database with Zolfo's September Summary 0.20

Amount 54.00

0.10

4.50

AL

Update database with Schully's September Summary

0.10

4.50

ALP

Reviewed Pachulski's response to initial report regarding the 2nd interim period (6-8.09) (2.1) Reviewed Loeb & Loeb's response to initial report regarding the 2nd interim period (6-8.09) (1.4) Continued reviewing Pachulski's monthly and interim fee applications regarding the 3rd interim period (9-11.09) (2.0)

2.10

362.25

ALP

1.40

241.50

ALP

2.00

345.00

2/18/2010 MWS review email from Alexa L. Parnell to Jensen Lunny along with attached initial report regarding fee application for second interim period (0.2); receive and review Millstream Energy's response to initial report regarding fee application for second interim period (0.2) MW Receive and review Lazard's 3rd interim fee applications (.2); Loeb & Loeb's email regarding missing applications for 3rd interim (.2); Schully's September, October and November applications (.5); confer with Lynn Wolf re formatting issues of same (.1).

0.40

108.00

1.00

140.00

DTW Telephone call with A. Parnell re Lazard and Pachulski's final reports (.2); drafting final report for 2nd interim Lazard (1.9); drafting final report for Pachulski 2nd interim (3.1); telephone call with A. Parnell re Pachulski travel charges (.1). ALP Drafted e-mail to Dianne Toth (Jensen Lunny) regarding response needed to initial report concerning 2nd interim period (6-8.09) (.1) Continued drafting revisions to omnibus final report regarding the 2nd interim period (6-8.09) (1.1) Update database with Jensen's 2Q IR Response

5.30

874.50

0.10

17.25

ALP

1.10

189.75

2/19/2010 AL

0.10

4.50

Pacific Energy

Page

Hours 2/19/2010 ALP Drafted final revisions to Lazard's final report regarding the 2nd interim period (6-8.09) (.8) Drafted e-mail to Scotta McFarland (Pachulski) regarding further response needed to initial report questions regarding the 2nd interim period (6-8.09) (.2); telephone conference with Doreen Williams regarding same (.1) 0.80

Amount 138.00

ALP

0.30

51.75

DTW Email to A. Parnell re Lazard final report for the 2nd interim period (.1); drafting final report for Pachulski 2nd interim (2.4); drafting detailed email to Pachulski re airfares (.5); two phone calls with A. Parnell re Pachulski (.2). AL Update database with Lazard's 2Q FR

3.20

528.00

0.20

9.00

2/20/2010 MWS review files for applicant's responses (0.1); email Alexa L. Parnell regarding same (0.1) 2/21/2010 WHS detailed review of FR Lazard 2nd int 6-8 09.

0.20

54.00

0.20

59.00

2/22/2010 AL

Electronic filing with court of Lazard's 2Q FR

0.30

13.50

DTW Review documents on server re summaries completed for the 3rd interim period and email to A. Parnell re same (.3). 2/23/2010 AL Update database with Schully's 34Q Fee Detail

0.30

49.50

0.10

4.50

AL

Update database with Pepper's January Fee Detail

0.10

4.50

AL

Update database with Pepper's December Fee Detail

0.10

4.50

MW

Receive and review multiple emails from Lynn Wolf regarding Schully Robert's 3rd interim fee detail (.3).

0.30

42.00

DTW Several calls with A. Parnell re summaries available and Pachulski 2nd final report (.5); research Pachulski air fares (.7); drafting Pachulski final report (1.6).

2.80

462.00

Pacific Energy

Page

Hours 2/23/2010 MW receive, review, and respond to email regarding Notice of Hearing (.2) 0.20

Amount 28.00

2/24/2010 MWS work on final report regarding fee application of Schully Roberts for second interim period ALP Drafted and responded to e-mails to all professionals regarding fee auditor's new meal allowances beginning 1/1/10 (.3) Update database with Schully's 3Q Fee Application (Hard Copy)

4.30

1,161.00

0.30

51.75

2/25/2010 AL

0.10

4.50

AL

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

0.10

4.50

MWS draft final report regarding compensation of Zolfo Cooper for second interim period. AL Update database with Millstream's 2Q FR

2.80

756.00

0.10

4.50

ALP

Drafted final revisions to Millstream's final report regarding the 2nd interim period (6-8.09) (1.1)

1.10

189.75

MWS draft final report regarding fee application of Millstream for second interim period (1.5); draft final report regarding fee application of Jensen Lunny for second interim period (1.2); review email from Warren H. Smith regarding revisions to Millstream final report (0.2); work on revisions re same (0.4); review judges letter regarding cellphone allocations and consider issue for Millstream final report (0.3); email Lisa Hamm and Alexa L. Parnell regarding Millstream airfare expense issue (0.1); review response re same (0.3); respond to Alexa L. Parnell regarding Y fares and Y-up fares (0.3); draft final report regarding fee application of Schully Roberts for second interim period (1.1). 2/26/2010 WHS detailed review of, and revisions to, FR Millstream 2nd int 6-8.09

5.40

1,458.00

0.20

59.00

WHS detailed review of FR Jensen 2nd int 6-9.09

0.20

59.00

MWS review email from Lisa Hamm regarding airfare differentials (0.2); emails with Warren H. Smith regarding Millstream airfare and cellphone issues (0.3); revise Millstream final report (0.4); draft final report regarding fee application

5.80

1,566.00

Pacific Energy

Page

Hours of Loeb & Loeb for second interim period (1.1); draft final report regarding fee application of Schully Roberts for second interim period (2.6); receipt and preliminary review of response of Zolfo Cooper to initial report regarding second interim period (0.2); begin work on final report (1.0). 2/26/2010 LMH receive, review, and respond to e-mail from M. Steirer re: airfare charges in Millstream's second interim period application. ALP Drafted final revisions to Loeb & Loeb's final report regarding the 2nd interim period (6-8.09) (.7) Reviewed Zolfo Cooper's response to initial report regarding the 2nd interim period (6-8.09) (1.1) Drafted final revisions to Pachulski's final report regarding the 2nd interim period (6-8.09) (3.3) Drafted final revisions to Jensen Lunny's final report regarding the 2nd interim period (6-8.09) (1.3) Update database with Steptoe's January Fee Application (Hard Copy) 0.80

Amount

120.00

0.70

120.75

ALP

1.10

189.75

ALP

3.30

569.25

ALP

1.30

224.25

AL

0.10

4.50

AL

Update database with Jensen's 2Q FR

0.10

4.50

AL

Electronic filing with court of Jensen's 2Q FR

0.30

13.50

AL

Electronic filing with court of Millstreams' 2Q FR

0.30

13.50

AL

Draft and E-file with the Court of WHSA's January CNO

0.40

18.00

AL

Update database with Zolfo's 2Q IR Response

0.10

4.50

AL

Update database with Pachulski's 2Q FR

0.10

4.50

LMH Receive and review e-mail from W. Smith re: Millstream's second interim period final report.

0.10

15.00

Pacific Energy

Page

10

Hours 2/28/2010 ALP Reviewed Schully Roberts' monthly and interim fee applications regarding the 3rd interim period (9-11.09) (3.2) 3.20

Amount 552.00

For professional services rendered Additional Charges : 2/2/2010 Copying cost

136.80 $25,479.25

10.50

Third party copies & document prep/setup.

166.94

Total additional charges

$177.44

Total amount of this bill

$25,656.69

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

Hours 28.90 34.70 6.40 20.30 7.50 0.90 19.30 14.20 1.50 2.00 1.10

Rate 172.50 170.00 45.00 165.00 150.00 150.00 270.00 260.00 140.00 130.00 295.00

Amount $4,985.25 $5,899.00 $288.00 $3,349.50 $1,125.00 $135.00 $5,211.00 $3,692.00 $210.00 $260.00 $324.50