First Amendment to Consulting Agreement between Pacific Energy Resources Ltd. and Jerett Creed

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Summary

Pacific Energy Resources Ltd. and Jerett Creed have amended their original Consulting Agreement to clarify the terms of share option grants. Under the revised terms, Jerett Creed will receive options to purchase a total of 200,000 company shares, with 100,000 options vesting immediately after signing and the remaining 100,000 vesting one year later. All other terms of the original agreement remain unchanged.

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EX-10.11 61 per_s1-ex1011.txt EXHIBIT 10.11 FIRST AMENDMENT TO CONSULTING AGREEMENT --------------------------------------- This First Amendment to the Consulting Agreement ("Second Amendment") is made and entered into as of December 10, 2007 to amend that certain Consulting Agreement dated February 23, 2007, and Addendum thereto , (collectively the "Agreement") entered into by Pacific Energy Resources Ltd., a Delaware corporation ("Company") and Jerett Creed ("Employee"). WHEREAS, the parties wish to amend the Agreement to clarify the terms of the Share Option Grants contained in the Agreement. WHEREAS, the parties wish to amend the Agreement in the following respects only: 1. Section 1.5 (Grant of Share Options) is hereby amended in its entirety to read as follows: "1.5 Grant of Share Options. With the prior approval of the Company's Compensation Committee, the Employee shall be granted under and pursuant to the terms of the Company's 2006 Share Option Plan, options to purchase in the aggregate 200,000 shares of stock of the Company and subject to the following vesting schedule contained in the Company's Stock Option Agreement: (a) Options to purchase 100,000 shares shall be vested upon grant shortly after the signing of this Agreement, and (b) Options to purchase 100,000 shares shall be vested to the Employee upon the one year anniversary of this Agreement." Except as otherwise provided herein the Agreement remains in full force and effect. IN WITNESS WHEREOF, the parties have executed this First Amendment as of the date indicated above. COMPANY: Pacific Energy Resources Ltd., a Delaware Corporation By: /S/ DARREN KATIC -------------------------------- Darren Katic President EMPLOYEE: /S/ JERETT CREED -------------------------------- Jerett Creed