<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>59
<FILENAME>per_s1-ex1009.txt
<TEXT>
<PAGE>

EXHIBIT 10.9

                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
                     ---------------------------------------

         This First Amendment to the Employment Agreement ("First Amendment") is
made and entered into as of December 10, 2007 to amend that certain Employment
Agreement dated July 27, 2006 ("Agreement") entered into by Pacific Energy
Resources Ltd., a Delaware corporation ("Company") and John L. Rainwater
("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 7.2 (Grant of Share Options) is hereby amended in its
entirety to read as follows:

                           "7.2 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
                  350,000 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 150,000 shares shall be
                                    vested upon grant shortly after the signing
                                    of this Agreement, and

                           (b)      Options to purchase 200,000 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 below.

COMPANY:                                         Pacific Energy Resources Ltd.,
                                                 a Delaware Corporation


                                                 By:  /s/ Darren Katic
                                                      --------------------------
                                                      Darren Katic
                                                      President
EMPLOYEE:
                                                 /s/ John L. Rainwater
                                                 -------------------------------
                                                 John L. Rainwater
</TEXT>
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