Exhibit 10.13

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT(the "Agreement") is made and entered
into as of the 1st day of November, 2002 by and between Pacific Energy GP, Inc., a Delaware corporation, having its principal executive offices in Long Beach, California (the
"Company") and Gerald A. Tywoniuk, residing at Englewood, Colorado (the "Executive").

WHEREAS,the Company and the Executive have agreed that the Executive will be employed as the Company's Senior Vice President and Chief
Financial Officer; and

WHEREAS,the Company and the Executive mutually desire to formalize the employment arrangement of the Executive and to agree upon the
terms of the Executive's employment by the Company and, in addition, to agree as to certain benefits of said employment.

NOW, THEREFORE,in consideration of the mutual promises and agreements set forth below, the Company and the Executive hereby agree as
follows:

1.TERM OF EMPLOYMENT:Subject to the terms of this Agreement, the Company hereby
employs the Executive, and the Executive hereby accepts such continuing employment, for the period beginning on December 2, 2002 and ending as provided herein in Paragraph 4 (the
"Term"). The Executive and the Company acknowledge that, except as may otherwise be provided under this Agreement, the employment of the Executive by
the Company is "at will", and the Executive's employment and/or this Agreement may be terminated by either the Executive or the Company at any time. The consequences of termination of employment are
as set forth in this Agreement. Portions of this Agreement that by their terms provide or imply that they survive the end of the Term shall survive the end of the Term.

2.POSITION AND DUTIES:



3.COMPENSATION AND BENEFITS:During the Term, while the Executive is employed by the
Company, the Company shall compensate the Executive for his services as set forth in this Paragraph 3. The Executive recognizes that during the Term, the Company reserves the right to change
from time to time the terms and benefits of any welfare or fringe benefit plan of the Company, including the right to change any service provider, so long as such changes are also generally applicable
to all executives of the Company.



4.TERMINATION:The Executive's employment with the Company during the Term may be
terminated by the Company or the Executive only under the circumstances described in this Paragraph 4, and subject to the provisions of Paragraph 5:



5.OBLIGATIONS OF THE COMPANY AND THE EXECUTIVE UPON TERMINATION:



Provided,
however, that Executive may not terminate his employment for "Good Reason" as defined herein, unless and until he has given the Company written notice of the reason or reasons
why he believes there is "Good Reason" to terminate his employment, and thereafter gives the Company a minimum of forty-five (45) days to cure the alleged act or failure which the
Executive believes constitutes "Good Reason" for termination. In the absence of such written notice and opportunity by the Company to cure, there can be no termination by Executive for "Good Reason"
as defined herein.

If
an event constituting Good Reason occurs prior to a Change of Control but after there is knowledge of a potential Change of Control, it shall be deemed to constitute Good Reason for
purposes of this Agreement, provided notice is given and the Company is given an opportunity to cure.



6.CONFIDENTIAL INFORMATION:During and after the Term, the Executive shall not use or
disclose any secret, confidential, and/or proprietary information, knowledge, or data relating to the Company, any of its subsidiaries or any of the other affiliates of the Company, present and
future, and their respective businesses, which shall have been obtained by the Executive during his employment by the Company, any of its subsidiaries or any of the other affiliates of the Company and
which shall not be or become public knowledge (other than by acts by the Executive or his representatives in violation of this Agreement) provided that the Executive may, (a) while employed by
the Company, disclose such information, knowledge, or data as he in good faith deems appropriate and (b) otherwise comply with legal process, so long as Executive gives prompt notice to the
Company of any required disclosure and
reasonably cooperates (without being required to incur any expense or subject himself to sanction or penalty) with the Company if the Company determines to oppose, challenge, or quash the legal
process.

7.NONSOLICITATION:The Executive agrees that during the Term of this Agreement and for
a period of one (1) year following the termination of the Term, he will not, directly or indirectly, knowingly solicit on behalf of any such entity any employee of the Company, any of its
subsidiaries or any of its other affiliates, present or future (while an affiliate), who is being compensated at a rate of Fifty Thousand Dollars ($50,000.00) or more per year as an employee of the
Company, any of its subsidiaries, or any of its other affiliates, present or future, to work for any individual or firm then in competition with the business of the Company, any of its subsidiaries or any other affiliate of the Company, present or future. The Executive may give references with respect to such employees.

8.SUCCESSORSHIP:This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and permitted assigns and any such successor or permitted assignee shall be deemed substituted for the Company under the terms of this Agreement for all purposes. As used
herein, "successor" and "assignee" shall be limited to any person, firm, corporation, or other business entity which at any time, whether by purchase, merger, or otherwise, directly or indirectly
acquires the stock of the Company or to which the Company assigns this Agreement by operation of law or otherwise in connection with any sale of all or substantially all of the assets of the Company, providedthat any successor or permitted assignee promptly assumes in a writing delivered to the Executive this Agreement and, in no event, shall any
such succession or assignment release the Company from its obligations thereunder. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as herein before defined and
any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

9.ARBITRATION:Any and all controversies, claims, or disputes arising out of or in any
way relating to this Agreement or the termination thereof shall be resolved by final and binding arbitration in Los Angeles, California before a single arbitrator in accordance with the Commercial
Arbitration Rules of the American Arbitration Association (the "AAA"). The arbitration shall be commenced by filing a demand for arbitration with the
AAA within eighteen (18) months after the occurrence of the facts giving rise to any such controversy, claim, or dispute. The arbitrator shall decide all issues relating to arbitrability. The
costs of such arbitration, including the arbitrator's fees, shall be paid by the Company, except for a filing fee to be paid by Executive not to exceed $150.00. Each party to the arbitration shall be
responsible for the payment of its own attorneys' fees,providedthat, if the Executive prevails as to any matter in any such arbitration, the Company
shall pay the reasonable attorneys' fees incurred by the Executive in connection with those matters on which he prevails, in an amount to be determined by the arbitrator.

10.GOVERNING LAW:The provisions of this Agreement shall be construed in accordance
with, and governed by, the laws of the State of Colorado without regard to principles of conflict of laws.

11.SAVINGS CLAUSE:If any provision of this Agreement or the application thereof is
held invalid, the invalidity shall not affect other provisions or applications of the Agreement which can be given effect without the invalid provisions or applications and to this end the provisions
of this Agreement are declared to be severable.

12.WAIVER OF BREACH:No waiver of any breach of any term or provision of this Agreement
shall be construed to be, nor shall be, a waiver of any other breach of this Agreement. No waiver shall be binding unless in writing and signed by the party waiving the breach.

13.MODIFICATION:No provision of this Agreement may be amended, modified, or waived
except by written agreement signed by the parties hereto.

14.ASSIGNMENT OF AGREEMENT:The Executive acknowledges that his services are unique and
personal. Accordingly, the Executive may not assign his rights or delegate his duties or obligations under this Agreement to any person or entity;provided,
however, that payments may be made to the Executive's estate or beneficiaries as expressly set forth herein.

15.ENTIRE AGREEMENT:This Agreement is an integrated document and constitutes and
contains the complete understanding and agreement of the parties with respect to the subject matter addressed herein, and supersedes and replaces all prior negotiations and agreements, whether written or oral, concerning the subject matter hereof, including, without limitation, that certain
Memorandum Governing Employment of Gerald A. Tywoniuk, dated November 1, 2002.

16.CONSTRUCTION:Each party has cooperated in the drafting and preparation of this
Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against any party on the basis that the party was the drafter. The captions of this Agreement are
not part of the provisions and shall have no force or effect.

17.NOTICES:Notices and all other communications provided for in this Agreement shall
be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, or sent by facsimile or prepaid overnight courier to the parties at
the addresses set
forth below (or at such other addresses as shall be specified by the parties by like notice). Such notices, demands, claims, and other communications shall be deemed given:



Communications
that are to be delivered by the United States mail or by overnight service are to be delivered to the addresses set forth below:



Each
party, by written notice furnished to the other party, may modify the acceptable delivery address, except that notice of change of address shall be effective only upon receipt. In the event that
the Company is aware that the Executive is not at the location when notice is being given, notice shall be
deemed given when received by the Executive, whether at the aforementioned location or at another location.

18.TAX WITHHOLDING:The Company may withhold from any amounts payable under this
Agreement such federal, state, or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

19.REPRESENTATION:The Executive represents that he is knowledgeable and sophisticated
as to business matters, including the subject matter of this Agreement, that he has read this Agreement and that he understands its terms. The Executive acknowledges that, prior to assenting to the
terms of this Agreement, he has been given a reasonable time to review it, to consult with counsel of his choice, and to negotiate at arm's-length with the Company as to its contents. The Executive
and the Company agree that the language used in this Agreement is the language chosen by the parties to express their mutual intent, and that they have entered into this Agreement freely and
voluntarily and without pressure or coercion from anyone.

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IN
WITNESS WHEREOF, the Company and the Executive, intending to be legally bound, have executed this Agreement as of the day and year first above written.

| |  | PACIFIC ENERGY GP, INC.                
| |  | ---------------------------------------
| |  | By:                                    
| |  | EXECUTIVE                              
| |  | /s/GERALD A. TYWONIUKGerald A. Tywoniuk



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