Exhibit
10.2


AMENDMENT NO. 1


TO ASSET SALES AGREEMENT


This Amendment No. 1 is
made and entered into on July 31, 2007, to be effective as of
January 1, 2007 between Pacific Energy Resources Ltd. (“Pacific”) and
Forest Oil Corporation (“Forest”).


RECITALS


WHEREAS,
Pacific and Forest are parties to that certain Asset Sales Agreement dated
May 24, 2007, but effective as of January 1, 2007 (the “Agreement”);


WHEREAS,
among other things, certain inaccuracies and omissions have been discovered in
the Agreement, which Pacific and Forest desire to correct, as provided herein;
and


WHEREAS,
Pacific and Forest wish to proceed directly to Closing under the Agreement;


NOW,
THEREFORE, in consideration of the benefits hereunder for each party, Pacific
and Forest hereby amend the Agreement as follows:


1.               For
purposes of this Amendment No. 1, unless otherwise set forth herein,
capitalized terms or matters of construction deemed or established in the
Agreement shall be applied herein as defined or established therein.


2.               Exhibit
A-1 of the Agreement is hereby deleted in its entirety and replaced with the
Corrected Exhibit A-1 attached to this Amendment No. 1 and made a part hereof.


3.               Exhibit
C of the Agreement is hereby deleted in its entirety and replaced with the
Corrected Exhibit C attached to this Amendment No. 1 and made a part hereof.


4.               The transfer to
Pacific of Forest’s shares in CIPL and the transfer to Forest of the Stock
Consideration by Pacific shall be handled pursuant to that certain Letter
Agreement re: Shares in Cook Inlet Pipe Line Company Purchased from Mobil Pipe
Line Company by Forest Corporation (the “CIPL Side Letter”), which is attached
hereto as Annex 1 and shall be attached to the Agreement as Schedule 3.


5.               The text of Section
6 shall be deleted in its entirety and shall be replaced with the following:


6.             Closing.


(a)           The closing of the transactions
contemplated hereby (the “Closing”) shall occur at the Denver office of Seller
on August 24, 2007. If the transactions contemplated by the Membership
Interest Purchase Agreement among Buyer, Forest Alaska Holding LLC, Forest
Alaska Operating LLC and Seller have not closed prior to Closing, for any
reason,













then Buyer and Seller may
each elect to terminate this Agreement. 
At the Closing, the following shall occur:


(i)            Buyer shall deliver to the Seller
the Preliminary Sum, either in cash or in the form of a combination of cash and
the Stock Consideration.


(ii)           Seller shall execute and deliver such
instruments of assignment, bills of sale and other title transfer documents
with respect to the Assets to Buyer on forms reasonably satisfactory to Seller
and Buyer whereby Seller warrants the title to the Assets by, through and under
Seller, but not otherwise, subject to the remaining provisions of this
Agreement. Seller shall also deliver to Buyer stock certificates representing
the CIPL Shares, duly endorsed for transfer.


(iii)          If Stock Consideration is to be paid
to Seller, Buyer and Seller shall have executed a Share Acquisition and
Registration Rights Agreement.


(iv)          Seller shall execute and deliver such
other conveyances, assignments, instruments of transfer or forms required by
governmental agencies or such other instrument reasonably necessary to
accomplish the purposes of this Agreement.


(b)           If the Closing does not occur by
August 24, 2007 for any reason other than (i) Seller’s failure to meet its
Closing obligations, (ii) because the Agreement is terminated by mutual
agreement of the parties, or (iii) if the Membership Interest Purchase
Agreement does not close under conditions that result in the return of the
Deposit under the Membership Interest Purchase Agreement to Buyer, Seller shall
be entitled to retain the Performance Deposit, together with any interest
earned thereon. This shall be in the nature of liquidated damages for Buyer’s
breach, and not a penalty, and shall be Seller’s sole remedy against Buyer. If
the Closing does not occur by August 24, 2007 (i) due to Seller’s failure
to meet its Closing obligations, (ii) because the Agreement is terminated by mutual
agreement of the parties, or (iii) if the Membership Interest Purchase
Agreement does not close under conditions that result in the return of the
Deposit under the Membership Interest Purchase Agreement to Buyer, the
Performance Deposit, together with any interest earned thereon, shall be
delivered to Buyer.


6.               Pacific hereby
irrevocably waives any and all rights to postpone Closing under Section 7 of
the Agreement, regardless whether any such restrictions remain uncured,
although Forest agrees to honor all reasonable requests for assistance from
Pacific post-Closing in order to resolve any such Restrictions.  Should any such Restrictions remain in place
nine months following Closing, then the Asset encumbered by such Restriction
shall remain



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with Forest and
Forest shall within 15 days refund to Pacific the amount allocated to such
Asset on Exhibit B to the Agreement.


7.               Pacific hereby
irrevocably waives any and all title defects affecting the Assets under Section
8 of the Agreement.


8.               Pacific hereby
irrevocably waives any and all claims of breach by Forest of any Representation
or Warranty made under Section 10.1 of the Agreement, except if made under
subsections 10.1(d) or the first sentence of 10.1(c).


9.               Forest hereby
irrevocably waives any and all claims of breach by Pacific of any
Representation or Warranty made under Sections 10.2 (a), (b) and (f) of the
Agreement.


10.         Pacific hereby
irrevocably acknowledges that it has received all information it has requested
or requires under Section 11 of the Agreement.


11.         To the extent not
obtained prior to the Closing, after the Closing, Forest covenants and agrees
to use commercially reasonable best efforts to obtain releases of all liens and
security interests affecting the Assets. Forest shall indemnify Pacific and
Forest Alaska Operating LLC pursuant to the terms of Section 12.3 of the MIPA
from any Losses (as defined in the MIPA) resulting from the failure to obtain
such releases.


12.         Except as
expressly provided herein, the Agreement shall remain unchanged, is hereby
ratified and affirmed, and shall continue in full force and effect. Wherever
the terms of this Amendment No. 1 and the terms of the Agreement conflict, the
terms of this Amendment No. 1 shall be deemed to supersede the conflicting
terms of the Agreement. Any violation of an agreement or covenant contained in
this Amendment No. 1 shall be treated in the same manner as a violation of an
agreement or covenant in the Agreement.


13.         Any provision of this
Amendment No. 1 that is prohibited or otherwise unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provisions in any other
jurisdiction


14.         This Amendment No. 1 may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one instrument.


Except as amended herein, the Agreement
remains in full force and effect as originally written.


	
  FOREST OIL CORPORATION

  	
   

  	
  PACIFIC ENERGY
  RESOURCES 

  LTD.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  By:

  	
    /s/ H. CRAIG CLARK

  	
   

  	
  By:

  	
   

  	
   

  	 

	
  Name:

  	
    H. Craig Clark

  	
   

  	
  Name:

  	
   

  	
   

  	 

	
  Title:

  	
    Pres. & Chief Exec. Officer

  	
   

  	
  Title:

  	
   

  	
   

  	 

	
  Date:

  	
    July 31, 2007

  	
   

  	
  Date:

  	
   

  	
   

  	 




 



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