EXHIBIT 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT

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EXHIBIT 10.4

                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this 030th day of July
2005, between PACIFIC ENERGY RESOURCES LTD., a Delaware corporation ("PERL" or
the "Company"), and VLADIMIR KATIC ("Employee") (collectively the "Parties")
with reference to the following facts:

     A. PERL is engaged in the acquisition and development of oil gas
properties. The Company's principal offices are located at 1065 West Pier E
Street, Long Beach, CA 90802-1015.

     B. The Company desires to employ Employee as the Chief Executive Officer
"CEO" of the Company and as Chairman of the Company's Board of Directors
("Chairman"), and Employee desires to accept such employment subject to the
terms and conditions of this Agreement.

     NOW, THEREFORE, in consideration of the facts recited above, the covenants
contained in this Agreement, and other valuable consideration, the parties agree
as follows:

1.    EMPLOYMENT.

     The Company hereby employs the Employee, and the Employee accepts such
employment, in the capacity of CEO and Chairman of the Company in accordance
with the terms of this Agreement, the bylaws of the Company and applicable law.

2.    SERVICES AND DUTIES.

     Employee shall perform all services, acts or other things necessary or
advisable, and as may be determined and assigned from time to time by the Board
of Directors, to manage the business of the Company and have general
supervision, direction and control over the business and affairs of the Company
and its employees, subject to the control and direction of the Board of
Directors. In addition, prior to the 2005 Annual Shareholders' Meeting, upon
appointment by the Board of Directors, Employee agrees to serve on the Company's
Board of Directors as the Chairman of the Board. Employee's continued service on
the Board of Directors shall be subject to election by the Company's
shareholders in accordance with the by-laws of the Company and applicable laws
and regulations.

3.    STANDARD OF PERFORMANCE.

     Employee agrees that at all times during the Employment Term (as defined
herein) he will diligently, competently, and to the best of his ability and
experience, perform all of the services and duties that are required as the CEO
an Chairman of the Company.

4.    EXCLUSIVE EMPLOYMENT.

     Employee shall not, while employed by the Company, render services of any
kind to others for compensation, or engage in any other business activity
without the prior written consent of the Board of Directors of the Company (in
the event Employee is a member of the Board of Directors at such time, he shall
not participate in the vote concerning such consent). During the Employment


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Term, Employee shall not, directly or indirectly, whether as a partner,
employee, creditor, shareholder, or otherwise, promote, participate, or engage
in any activity or business competitive with the Company's business. However,
nothing in this Agreement shall be deemed to prevent or limit the right of the
Employee to invest any of his funds in the capital stock or other securities of
any entity whose stock or securities are publicly owned or are regularly traded
on any public exchange, so long as (i) such entity does not engage in a business
that is in competition with the Company's business as of the date of such
investment; (ii) the investment does not exceed 2% of the outstanding voting
equity interests of such entity; and (iii) the management of that investment
does not materially interfere with the performance of his duties hereunder.

5.    TERM OF EMPLOYMENT.

     Unless terminated earlier pursuant to this Section or Sections 9 or 10 of
this Agreement, Employee shall be employed for a term commencing as of July
_30_, 2005 and ending on June 30, 2010 (the "Employment Term"). Thereafter, the
Employment Term shall continue on an at-will basis until terminated at the
option of either party upon sixty (60) days prior written notice to the other
party.

     This Agreement may be terminated at any time by written agreement of the
parties, or as provided in Sections 9 or 10. If Employee is terminated by the
Company other than pursuant to this Section or Sections 9 or 10 of this
Agreement, Employee shall be entitled to continued payment of all of the
compensation due under Section 6 for the remainder of the Employment Term; in
addition, the Company shall pay Employee an early termination penalty equal to
$500,000 within thirty (30) days of the date of termination. This Agreement will
terminate immediately upon Employee's death.

6.    COMPENSATION.

     6.1 BASE SALARY. Company shall pay Employee a base annual salary of Two
Hundred Fifty Thousand Dollars ($250,000) (the "Base Salary") which annual Base
Salary shall increase (but not decrease) as of June 1st (the "Adjustment Date")
of each subsequent employment year (commencing June 1, 2005) during the
Employment Term by the percentage increase, if any, in the "Current Index" over
the "Base Index."

     The adjustments described above shall be calculated on the basis of the
United States Department of Labor, Bureau of Labor Statistics, "Consumer Price
Index For All Urban Consumers, Los Angeles-Anaheim-Riverside Area" (the
"Index"). The Index for April preceding the immediately prior employment year
shall be considered the "Base Index," and the April preceding the employment
year for which the adjustment shall become effective shall be the "Current
Index." Salary shall be payable in accordance with the Company's usual payroll
method for corporate executives.

     6.2 ADDITIONAL COMPENSATION. Employee shall be entitled to an annual bonus
equal to 25% of his Base Salary (the "Bonus"), payable at the end of each
Company fiscal year.


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7.    BENEFITS.

     7.1 BENEFIT PLAN PARTICIPATION. Employee shall be entitled to participate
in, on the same basis as all other eligible employees, in any profit sharing,
pension or other incentive plan adopted by the Company, subject to the terms,
conditions and overall administration of any such plan.

     7.2 ILLNESS. Employee shall be entitled to five (5) days of sick leave with
pay during each employment year.

     7.3 VACATIONS. Employee shall be entitled to three (3) weeks vacation with
pay during each employment year, to be taken at such times as may be convenient
to both the Company and Employee.

     7.4 INSURANCE. Employee shall be entitled to participate in the following
insurance plans:

          (a) participation for Employee in the Company's group medical and
     dental insurance plan;

          (b) participation for Employee in an executive medical reimbursement
     plan if later adopted by the Company and under the terms and conditions of
     any such plan if so adopted;

          (c) such life insurance as is associated with the group medical policy
     described above; and

          (d) participation in the Company's group disability plan, as well as
     the supplemental disability coverage as shall be made available to Company
     executives.

8.    BUSINESS EXPENSES.

     Employee will be required to incur travel, entertainment and other business
expenses on behalf of the Company in the performance of Employee's duties
hereunder. Employee shall submit expense reports and supporting documentation
for all such expenses and be reimbursed for all reasonable and necessary
expenses paid by him. Use of a personal automobile shall be reimbursed on a
mileage basis. The Company shall make available a corporate credit card to pay
business expenses that Employee shall reasonably incur in the performance of
Employee's duties under this Employment Agreement. Employee shall reimburse
Employer for any business expenses disallowed for deduction under the Internal
Revenue Code of 1986, as amended, unless approved in writing by the Board of
Directors of the Company (in the event Employee is a member of the Board of
Directors at such time, he shall not participate in the vote concerning such
approval).

9.    TERMINATION.

     The Company may, in writing and without prior notice, terminate Employee's
employment under this Agreement at any time but shall be liable for and shall
pay Employee's compensation earned to date under Section 6 herein, in addition
to payment of the early termination penalty of $500,000.


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10.   CHANGE IN CONTROL.

     For purposes of this Section 10, "Change in Control" shall mean any one of
the following: (i) when any "person," as such term is used in Sections 13(d) and
14(d) of the United States Securities Exchange Act of 1934, as amended
("Exchange Act") (other than (A) a greater than 5% shareholder of the Company on
the date of this Agreement, (B) a subsidiary or (C) a Company employee benefit
plan, (including any trustee of such plan acting as trustee)) becomes, after the
date of this Agreement, the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company
representing 35% or more of the combined voting power of the Company's then
outstanding voting equity securities; or (ii) the occurrence of a transaction
requiring stockholder approval and involving the sale of all or substantially
all of the assets of the Company or the merger of the Company with or into
another corporation.

     This Agreement may be terminated by Employee upon sixty (60) days notice if
any of the events described above constituting a Change of Control shall have
occurred; such notice may be given for a period of up to one (1) year from the
date of such Change of Control or to the end of the Employment Term, whichever
is sooner. Employee shall be entitled to (i) continued payment of all of the
compensation due under Section 6 for the remainder of the Employment Term, and
(ii) to the extent permitted by the Company's insurance policies, continued
insurance benefits described in Section 7.4 of this Agreement during the
remainder of the Employment Term. In the event such insurance coverage is not
available, then Employee shall be provided reimbursement for the acquisition of
a policy or policies providing substantially similar coverage for such period.

11.   OPTION VESTING UPON TERMINATION OR CHANGE IN CONTROL.

     In the event Employee's employment under this Agreement is terminated other
than pursuant to Section 9 or if a Change in Control occurs, all stock options
held by Employee shall automatically vest in full and be exercisable for a
period of one (1) year following the date of termination or Change in Control,
or such lesser time period as is or may be required under the rules or policies
of the stock exchange on which the Company's shares are listed and/or trading at
the date of termination or Change in Control.

12.   NON-SOLICITATION.

     Employee hereby acknowledges and agrees that he will be exposed to a
significant amount of confidential information concerning the Company's business
methods, operations, and customers while employed under this Agreement, that
such information might be retained by Employee in tangible form, or simply
retained in Employee's memory, and that the protection of the Company's
exclusive rights to such confidential information, trade secrets, and customer
or client relationships can best be ensured by means of a restriction on
Employee's activities after termination of employment.


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     Therefore, Employee agrees that for a period of two (2) years after the
termination of his employment with the Company, he shall not directly or
indirectly solicit the employment of or hire any employee of the Company, and
shall not attempt to persuade any employee to leave the employment of the
Company.

13.   INJUNCTIVE RELIEF.

     Employee hereby acknowledges and agrees that any violation of Section 12
above will cause damage to the Company in an amount difficult to ascertain.
Accordingly, in addition to any other relief to which the Company may be
entitled, the Company shall be entitled to temporary and/or permanent injunctive
relief for any breach or threatened breach by Employee of the terms of such
sections without proof of actual damages that have been or may be caused to the
Company as a result of such breach.

14.   INDEMNIFICATION.

     The Company shall indemnify Employee pursuant to the terms and conditions
of the Indemnification Agreement attached hereto as Exhibit A, which was
executed and made effective on the date hereof.

15.   POLICIES, RULES AND REGULATIONS.

     Employee at all times during the Employment Term shall strictly adhere to
and obey all policies, rules and regulations in effect, or as subsequently
modified governing the conduct of employees of the Company.

16.   GENERAL PROVISIONS.

     16.1 FURTHER ASSURANCES. The Parties agree that, at any time and from time
to time during the Employment Term, they will take any action and execute and
deliver any document which any other party reasonably requests in order to carry
out the purposes of this Agreement.

     16.2 AMENDMENT TO AGREEMENT. This Agreement may be amended or supplemented
only in writing, and no amendment or supplement will be effective unless
executed by all of the Parties.

     16.3 NOTICES. Any notice, consent, waiver, demand, or other communications
required or permitted to be given by or to any person pursuant to this Agreement
(collectively, "Notice") will be in writing, and will be given either by
personal service, by certified mail (return receipt requested), or by Federal
Express or similar commercial overnight courier service, to a party at the
address set forth below:

     If to the Company:       Pacific Energy Resources Ltd.
                             1065 West Pier E Street
                             Long Beach, CA 90802-1015
                             Attention:   Chief Financial Officer


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     If to the Employee:      Vladimir Katic
                             c/o Pacific Energy Resources Ltd.
                             1065 West Pier E Street
                             Long Beach, CA 90802-1015

In the case of personal service, Notice will be deemed effective on the date of
service. In all other cases, Notice will be deemed effective on the date of
delivery, as shown on the return receipt or other written evidence of delivery,
if any, or three (3) days after dispatch if there is no return receipt or
written evidence of delivery. A party may change the address at which Notice is
to be given, at any time and from time to time, by giving Notice of the new
address to the other parties in accordance with this Section.

     16.4 ENTIRE AGREEMENT. This Agreement and the Stock Option Agreements
entered into from time to time between Employee and the Company, contain the
entire understanding between the parties concerning the employment of Employee,
and supersede all prior understanding and agreements between them regarding its
subject matter. There are no oral or written representations, agreements,
arrangements, or understandings between the parties relating to the subject
matter of this Agreement which are not fully set forth herein.

     16.5 BINDING EFFECT: ASSIGNMENT AND DELEGATION. This Agreement is binding
upon and inures to the benefit of the parties and their personal respective
heirs, executors, administrators, personal representatives, successors, and
assigns. Company may assign its rights or delegate its duties under this
Agreement at any time and from time to time. However, the parties acknowledge
that the availability of Employee to perform services was a material
consideration for Company to enter this Agreement. Accordingly, Employee may not
assign any of his rights or delegate any of his duties under this Agreement,
either voluntarily or by operation of law, without the prior written consent of
Company, which may be given or withheld by Company in its sole and absolute
discretion.

     16.6 APPLICABLE LAW: CHOICE OF FORUM. This Agreement has been executed
under, and will be construed and interpreted in accordance with, the laws of the
State of California. The parties consent to the jurisdiction of the Superior
Court of the State of California and the United States District court located in
the State of California in any action or proceeding arising out of this
Agreement, and agree that in those actions or proceedings venue will be proper
in Orange County, California (if the action proceeding is brought in the
California Superior Court) or in the United States District Court for the
District in which Orange County is located (if the action is brought in the
United States District Court)

     16.7 ATTORNEYS' FEES. In any action or proceeding to enforce or interpret
this Agreement, or arising out of this Agreement, the prevailing party or
parties are entitled to recover a reasonable allowance for fees and
disbursements of counsel and costs of suit to be determined by the court in
which the action or proceeding is brought.

     16.8 PROVISIONS SEVERABLE. Every provision of this Agreement is intended to
be severable from every other provision of this Agreement. If any provision of
this Agreement is held to be void or unenforceable, in whole or in part, the
remaining provisions will remain in full force and effect. If any provision of
this Agreement is held to be unreasonable or excessive in scope or in duration,
that provision will be enforced to the maximum extent permitted by law.


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     16.9 WAIVER. The waiver by either party of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any subsequent
breach of this Agreement.

     16.10 COMPUTATION OF TIME. If any period of time in this Agreement for the
performance of any action ends on a Saturday, Sunday, or legal