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                                                                   EXHIBIT 10(o)

                              EMPLOYMENT AGREEMENT

     EMPLOYMENT AGREEMENT ("Agreement"), made as of the 23rd day of November,
1998 (the "Effective Date"), between Plains Resources Inc., a Delaware
corporation (the "Company"), and Harry N. Pefanis ("Employee").

                              W I T N E S S E T H:
                              - - - - - - - - - -  

     1.   Employment and Term of Employment.  The Company hereby employs the
Employee, and the Employee hereby agrees to serve the Company, on the terms and
conditions set forth herein. Subject to the provisions of Sections 7 and 8, the
term of this Agreement shall be for an initial period of three years from the
Effective Date hereof.  Not more than 90 days and not less than 60 days prior to
the first anniversary of the Effective Date hereof and again during the same
period prior to each subsequent anniversary of the Effective Date hereof (each a
"Contract Anniversary Date"), the Employee may provide written notice (an
"Extension Notice") to the President and Chief Executive Officer of the Company
stating that he wishes to extend the remaining term of this Agreement for one
year.  Unless the Employee receives, prior to the Contract Anniversary Date
immediately following delivery of such Extension Notice, a written response from
the Chairman of the Board of Directors of the Company (the "Board") (or, if
applicable, the Chairman of the Compensation Committee) to the effect that the
Board has voted not to extend the remaining term of this Agreement, then the
term of this Agreement shall be automatically extended for such one-year period.
Failure of the Employee to provide a timely Extension Notice as contemplated by
this Section 1 shall automatically cause the term of this Agreement to conclude
two years following the Contract Anniversary Date prior to which the Extension
Notice would have otherwise been provided.  Notwithstanding the foregoing, on
the effective date of a "Change in Control of the Company", as defined in
Section 7(d), or on the Disposition Date, as defined in Section 7(e), the term
of this Agreement  automatically shall be extended for three years from such
effective date or Disposition Date, as the case may be.

     2.   Position and Duties.  The Employee shall serve as an Executive Vice
President of the Company and the President and Chief Operating Officer of Plains
All American Inc. ("PAAI"), shall report to the President and Chief Executive
Officer of the Company, and shall have supervision and control over and
responsibility for (i) the marketing operations of the Company and its
subsidiaries, and (ii) the overall operations of PAAI, with such other powers
and duties as may from time to time be  prescribed by the President and Chief
Executive Officer of the Company, provided that such duties are consistent with
the Employee's positions.  The Employee shall, during the term of this
Agreement, devote such of his entire working time, attention, energies and
business efforts to his duties and responsibilities hereunder as are reasonably
necessary to carry out the duties and responsibilities generally appertaining to
such offices, it being agreed that the Employee's principal 
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duties and responsibilities shall be serving as President and Chief Operating
Officer of PAAI and that the Company shall not require the Employee to engage in
activities that materially detract from the Employee's ability to satisfactorily
discharge his duties and responsibilities as President and Chief Operating
Officer of PAAI. The Employee shall not, during the term of this Agreement,
engage in any other business activity (regardless of whether such business
activity is pursued for gain, profit or other pecuniary advantage) without the
prior written approval of the President and Chief Executive Officer of the
Company (which approval shall not be unreasonably withheld). Nothing in this
Section 2 shall be deemed to restrict the Employee from investing his personal
assets as a passive investor in the publicly traded securities of other
companies.

     3.   Place of Performance.  Subject to such business travel from time to
time as may be reasonably required in the discharge of his duties and
responsibilities under this Agreement, the Employee shall perform his
obligations hereunder at the Company's principal place of business in Houston,
Texas.

     4.   Compensation.

          (a) Base Salary and Bonus.  Subject to the provisions of Section 7 and
8, during the period of the Employee's employment hereunder, the Company shall
pay the Employee an aggregate base salary at an annual rate which shall be
determined from time to time by the Board or its Compensation Committee.  The
Employee's initial base salary as of the date hereof, shall be $235,000 per
annum.  Such initial base salary as the same may be increased from time to time
as provided herein shall be hereinafter referred to as the "Base Salary."  The
Base Salary shall be paid in equal installments pursuant to the Company's
customary payroll policies in force at the time of payment (but in no event less
frequently than semi-monthly), less required payroll deductions.  The Base
Salary shall be reviewed in January of each year and may be increased as of each
January 1st to reflect the Employee's performance and contribution, such
increases, if any, to be in such amounts as the Board or the Compensation
Committee shall determine is reasonable.  During the term of this Agreement, the
Employee's Base Salary shall not be reduced below its then-current rate unless
the Board shall implement across-the-board salary reductions for all executive
officers of the Company, in which event the Employee's Base Salary shall not,
without his consent, be reduced to an amount which is less than the greater of
(i) $200,000 or (ii) 85% of the Base Salary in effect immediately prior to such
reduction.  In addition to Base Salary, the Employee shall be entitled to
receive such incentive compensation payments as the Board or its Compensation
Committee may determine, including an annual bonus.  Factors to be considered in
determining the amount of any such bonus will include the Employee's
contributions to the Company's upstream activities, the performance of Plains
All American Pipeline, L.P. and the correlation of the Employee's bonus to the
bonuses paid by PAAI to its other key employees pursuant to its annual incentive
programs.

          (b) Expenses.  During the term of his employment hereunder, the
Employee shall be entitled to receive prompt reimbursement for all reasonable
expenses incurred by him (in accordance with the policies and procedures
established by the Company) in performing services hereunder.

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          (c) Fringe Benefits.  The Employee shall be entitled to participate in
or receive benefits under any pension plan, profit-sharing plan, savings plan,
stock option plan, life insurance, health-and-accident plan or arrangement made
available by the Company to its executives and key management employees, subject
to and on a basis consistent with the terms, conditions, and overall
administration of such plans and arrangements.  The Employee shall be entitled
to prompt payment or reimbursement by the Company for monthly dues and Company-
related charges at such social club or clubs as may be approved during the term
of this Agreement by the President and Chief Executive Officer of the Company or
his delegate.  Except for proceeds from key-man life insurance purchased and
maintained by the Company, if applicable, for the purpose, among others, of
funding its obligations to the Employee or his estate under Section 8, nothing
paid to the Employee under any plan or arrangement presently in effect or made
available in the future shall be deemed to be in lieu of compensation to the
Employee hereunder.

          (d) Working Facilities.  The Company shall furnish the Employee with a
private office, secretary and such other facilities and services suitable to his
position and adequate for the performance of his duties.

          (e) Vacations.  The Employee shall be entitled to the number of paid
vacation days in each calendar year determined by the Company from time to time
for its senior executive officers, but not less than 15 business days in any
calendar year (prorated in any calendar year during which the Employee is
employed hereunder for less than the entire such year in accordance with the
number of days in such calendar year during which he is so employed).  All such
vacation days shall accumulate from calendar year to calendar year during the
term of this contract (or any predecessor or successor contracts or
arrangements) in the event that the Employee shall be unable to utilize the full
allotment to which he may become entitled in any calendar year.  The Employee
shall also be entitled to all other paid holidays given by the Company to its
senior executive officers.

     5.   Offices.  In addition to his duties as set forth hereunder, the
Employee agrees to serve without additional compensation, if elected or
appointed thereto, in one or more offices or as a director of any of the
Company's subsidiaries, provided, however, that the Employee shall not be
required to serve as an officer or director of any such subsidiary if such
service would expose him to adverse financial consequences.

     6.   Confidential Information; Non-solicitation.  During the period of his
employment hereunder and, except as provided below, for the two-year period
following the termination of employment, the Employee shall not, without the
written consent of the Board or a person authorized thereby, (i) disclose to any
person, other than an employee of the Company or PAAI or a person to whom
disclosure is reasonably necessary or appropriate in connection with the
performance by the Employee of his duties as an executive of the Company and
PAAI, any confidential information obtained by him while in the employ of the
Company or PAAI with respect to the Company's or PAAI's business, including but
not limited to technology, know-how, processes, maps, geological and geophysical
data, information regarding any of PAAI's or its affiliates' pipeline
terminalling and marketing customers, practices, or operations, and other
proprietary information, the disclosure of which he knows or should know will be
damaging to the Company or PAAI; provided however, that 

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confidential information shall not include any information known generally to
the public (other than as a result of unauthorized disclosure by the Employee),
any information of a type not otherwise considered confidential by persons
engaged in the same business or a business similar to that conducted by the
Company, or any information which the Employee may be required to disclose by
any applicable law, order, or judicial or administrative proceeding, (ii)
associate in any capacity whatsoever, whether as a promoter, owner, officer,
director, employee, partner, lessee, lessor, lender, agent, consultant, broker,
commission salesman or otherwise, in any business engaged in the marketing
business conducted by the Company or its subsidiaries of a type competitive,
directly or indirectly, with the business of the Company or its subsidiaries,
other than passive ownership of up to 5% of the outstanding shares of a publicly
traded company, or (iii) directly or indirectly, for whatever reason, whether
for his own account or for the account of any other person, firm, corporation or
other organization solicit, take away, hire, employ or endeavor to employ any
person who is an employee of the Company or any of its subsidiaries.
Notwithstanding the foregoing, if the Employee is terminated by the Company
other than for Cause prior to January 1, 2001, the noncompetition restrictions
in clause (ii) above shall terminate on the first anniversary of the Date of
Termination. If any portion of this Section 6 shall be invalid or unenforceable,
such invalidity or unenforceability shall in no way be deemed or construed to
affect in any way the enforceability of any other portion of this Section 6. If
any court in which the Company seeks to have the provision of this Section 6
specifically enforced determines that the activities, time or geographic area
hereinabove specified are too broad, such court may determine a reasonable
activity, time or geographic area.

     7.   Termination.

          (a) Death.  The Employee's employment hereunder shall terminate upon
his death.

          (b) Disability.  If, as a result of the Employee's incapacity due to
physical or mental illness, the Employee shall have been absent from his duties
hereunder on a full time basis for twelve consecutive months, and, within 30
days after Notice of Termination is given, shall not have returned to the
performance of his duties hereunder on a full-time basis, the Company may
terminate the Employee's employment hereunder.

          (c) Cause.  The Company may terminate the Employee's employment
hereunder for Cause.  For the purpose of this Agreement, the Company shall have
"Cause" to terminate the Employee's employment hereunder only upon (i) the
willful engaging by the Employee in gross misconduct, or (ii) the nonappealable
conviction of the Employee of a felony involving moral turpitude.  For purposes
of this paragraph, no act, or failure to act, on the Employee's part shall be
considered "willful" unless done, or omitted to be done, by him not in good
faith and without reasonable belief that his act or omission was in the best
interests of the Company or PAAI or otherwise likely to result in no material
injury thereto.  Notwithstanding the foregoing, the Employee shall not be deemed
to have been terminated for Cause unless and until there shall have been
delivered to the Employee a copy of a resolution, duly adopted by the
affirmative vote of the Board at a meeting duly called and held for the purpose
(after reasonable notice to the Employee and an opportunity for him, together
with his counsel, to be heard before the Board), finding that in the good 

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faith opinion of the Board, the Employee was guilty of conduct set forth above
in clause (i) or (ii) and specifying the particulars thereof in detail.

          (d) Termination by the Employee.  The Employee may terminate his
employment hereunder (i) for Good Reason, provided that a Notice of Termination
shall have been given by the Employee to the Company within 90 days following
the occurrence of the event constituting such Good Reason, (ii) if his health
should become impaired to an extent that makes the continued performance of his
duties hereunder hazardous to his physical or mental health or his life, or
(iii) at any time by giving three months' written notice to the Company of his
intention to terminate.  For purposes of this Agreement, "Good Reason" shall
mean the occurrence of any of the following circumstances: (A) any removal of
the Employee from, or any failure to re-elect the Employee to, the positions
indicated in Section 2 hereof, except in connection with termination of the
Employee's employment either for Cause or as provided in Section 7(e), or (B) a
reduction in the Employee's rate of Base Salary other than as permitted by
Section 4(a), a material reduction in the Employee's fringe benefits, or any
other material failure by the Company to comply with Section 4 hereof, or (C)
failure of the Company to obtain the express assumption of and the agreement to
perform this Agreement by any successor as contemplated in Section 9 hereof.
Under certain circumstances set forth in Section 8, if the Employee terminates
employment on or following a Change in Control of the Company, he may be
entitled to additional benefits.  A "Change in Control of the Company" shall
conclusively be deemed to have occurred (i) on the date when any person,
including any partnership, limited partnership, syndicate or other group deemed
a "person" for purposes of Section 13(d) or 14(d) of the Securities Exchange Act
of 1934, as amended, (A) becomes the beneficial owner, directly or indirectly,
of shares of the Company's capital stock having 25% or more of the total number
of votes that may be cast in the election of directors of the Company and (B)
seeks to elect or cause to be elected two or more members of the Board or
otherwise exerts or attempts to exert a controlling influence on the management
of the Company, or (ii) on the date the individuals who are Directors of the
Company on the date hereof constitute less than a majority of the Board unless
the election, or the nomination for election by the Company's stockholders, of
each new Director has been approved by a majority of the Directors still then in
office who are Directors of the Company on the date hereof; provided, however,
that a restructuring of the Company as a wholly-owned subsidiary of another
corporation in a transaction in which the owners of shares of capital stock of
the Company become the owners, in substantially identical proportions, of all or
substantially all of the shares of capital stock of such other corporation shall
not be deemed to be a "Change in Control of the Company" for purposes of the
foregoing clause (ii); and provided further that no "Change in Control of the
Company" shall be deemed to have occurred solely as a result of the issuance of
the authorized and unissued capital stock of the Company or of any parent of the
Company in connection with a financing or acquisition initiated by the Company
or such parent.

          (e) Disposition of Marketing Operations.  If a Marketing Operations
Disposition (hereinafter defined) is consummated involving the Company's
principal marketing subsidiary, currently Plains Marketing & Transportation Inc.
and, effective upon the initial public offering of Common Units of Plains All
American Pipeline, L.P. ("PAAP"), PAAI (the "Principal Marketing Subsidiary"),
and an entity or person other than an entity or person of which more than 50% of
the equity interests are owned, directly or indirectly, by the Company (the
"Acquirer"), and as a condition 

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to the Marketing Operations Disposition, the Acquirer requires that the Employee
be employed exclusively by the Acquirer or an affiliate of the Acquirer, the
Employee's termination of employment with the Company on the date of
consummation of the Marketing Operations Disposition (the "Disposition Date")
shall not entitle the Employee to any further payments or benefits from the
Company pursuant to this Agreement, provided the Acquirer expressly assumes this
Agreement pursuant to Section 9 hereof on the Disposition Date "as if" it were a
successor to the Company and all obligations of the Company hereunder.
Notwithstanding anything in this Agreement to the contrary, a removal of the
Employee from, or failure to re-elect the Employee to, the positions indicated
in Section 2 hereof on or in connection with a Marketing Operations Disposition
and the assumption of this Agreement by the Acquirer shall not constitute a Good
Reason event provided the Employee's status, responsibilities and duties,
including reporting responsibilities, with the Acquirer and its affiliate, if
applicable, are substantially comparable to those positions indicated in Section
2. As used herein, "Marketing Operations Disposition" shall mean (i) the sale or
transfer of 50% or more of the capital stock of the Principal Marketing
Subsidiary, (ii) a merger or consolidation of the Principal Marketing
Subsidiary, (iii) the sale or transfer of all or substantially all of the assets
of the Principal Marketing Subsidiary or of PAAP, or (iv) the Principal
Marketing Subsidiary and any other 50% or more owned entity of the Company
ceasing to be the general partner of PAAP. If the Acquirer either does not
require the Employee to be employed exclusively by the Acquirer or an affiliate
of the Acquirer, or it fails to assume this Agreement on the Disposition Date as
provided above, a termination of the Employee's employment on or within one year
following the Disposition Date either by the Company, other than pursuant to
Sections 7(a), 7(b) or 7(c), or by the Employee for a Good Reason shall be
deemed a termination pursuant to this Section 7(e).

          (f) Notice of Termination.   Any termination by the Company pursuant
to subsection (b) or (c) above or by the Employee pursuant to subsection (d) or
(e) above shall be communicated by written Notice of Termination to the other
party hereto.  For purposes of the Agreement, a "Notice of Termination" shall
mean a notice which shall indicate the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Employee's
employment under the provision so indicated.

          (g) Date of Termination.  The "Date of Termination" shall mean (i) if
the Employee's employment is terminated by his death, the date of his death,
(ii) if the Employee's employment is terminated pursuant to subsection (b)
above, 30 days after Notice of Termination is given (provided that the Employee
shall not have returned to the performance of his duties on a full-time basis
during such 30-day period), (iii) if the Employee's employment is terminated
pursuant to subsection (c) or (d)(iii) above, the date specified in the Notice
of Termination, (iv) if the Employee's employment is terminated pursuant to
subsection (e) above, the Disposition Date, and (v) if the Employee's employment
is terminated for any other reason, the date on which a Notice of Termination is
given.

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     8.   Compensation Upon Termination or During Disability.

          (a) If the Employee's employment shall be terminated by reason of his
death, the Company shall pay to such person as the Employee shall designate in a
notice filed with the Company, or, if no such person shall be designated, to his
estate as a lump sum death benefit, an amount equal to the highest annual rate
at which his Base Salary hereunder was paid prior to the date of death,
multiplied by the lesser of (i) two years or (ii) the number of days remaining
in the term of this Agreement as provided in Section 1 divided by 360 days per
year.  So long as the Employee is employed hereunder, subject to availability at
a cost which does not reflect any abnormal health or other risks, the Company
may purchase and maintain insurance on the life of the Employee with death
benefits thereunder payable to the Employee's designated beneficiary or estate
which are at least equal to the death benefit provided for in the preceding
sentence.  Such death benefit shall be exclusive of and in addition to any
payments the Employee's widow, beneficiaries or estate may be entitled to
receive pursuant to any pension or employee benefit plan maintained by the
Company for its executive officers generally.

          (b) During any period that the Employee fails to perform his duties
hereunder as a result of incapacity due to physical or mental illness, the
Employee shall continue to receive his full Base Salary at the rate in effect
prior to the date of such incapacity until the Date of Termination if the
Employee's employment is terminated pursuant to Section 7(b) hereof.

          (c) If the Employee's employment shall be terminated for Cause as
provided in Section 7(c) hereof, the Company shall pay the Employee his full
Base Salary through the Date of Termination at the rate in effect at the time
Notice of Termination is given and the Company shall have no further payment
obligations to the Employee under this Agreement.

          (d) If the Company shall terminate the Employee's employment other
than pursuant to Sections 7(a), 7(b), 7(c) or 7(e) hereof or if the Employee
shall terminate his employment pursuant to Section 7(d)(i) or 7(d)(ii) hereof,
then

              (i) the Company shall pay the Employee his full Base Salary plus
          any accumulated vacation pay through the Date of Termination at the
          rate in effect at the time Notice of Termination is given; and

              (ii) in lieu of any further payments to the Employee for periods
          subsequent to the Date of Termination, the Company shall make a
          severance payment to the Employee not later than the tenth business
          day following the Date of Termination, in a lump sum amount equal to
          the highest annual rate at which his Base Salary hereunder was paid
          prior to the Date of Termination multiplied by the lesser of (A) two
          years or (B) the number of days remaining in the term of this
          Agreement as provided in Section 1 divided by 360 days per year;
          provided, however, that if the Employee shall terminate his employment
          pursuant to Section 7(d)(i) on or within one year following a Change
          in Control of the Company, then such lump sum amount shall equal three
          times the aggregate of (x) the highest annual rate at which the
          Employee's Base Salary was paid prior to Date
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of Termination plus (y) the highest amount of any annual bonus paid to the
Employee during the three years prior to the Date of Termination.

The Employee shall not be required to mitigate the amount of any payment
provided for in this Section 8 by seeking other employment or otherwise.

          (e) If the Employee terminates this Agreement pursuant to Section
7(d)(iii) hereof, the Employee shall receive his full Base Salary through the
Date of Termination including any accrued vacation days at the rate then in
effect and the Company shall have no further payment obligations to the Employee
under this Agreement.

          (f) If the Employee's employment with the Company is terminated
pursuant to Section 7(e), then the Company shall make a severance payment to the
Employee not later than the tenth business day following the Date of Termination
in a lump sum amount equal to three times the aggregate of (x) the highest
annual rate at which the Employee's Base Salary was paid prior to Date of
Termination plus (y) the highest amount of any annual bonus paid to the Employee
during the three years prior to the Date of Termination.

          (g) Unless the Employee is terminated for Cause or the Employee's
employment is terminated pursuant to Section 7(a) or 7(d)(iii) hereof, the
Employee shall be entitled to continue to participate, for a period which is the
lesser of two years from the Date of Termination or the remaining term of this
Agreement, in such health and accident plan or arrangement as is made available
by the Company to its executive officers generally.  The Employee shall not be
entitled to participate in any other employee benefit plan or arrangement of the
Company following the Date of Termination except as expressly provided by the
terms of any such plan.

          (h) The Company will reimburse the Employee for the federal excise
tax, if any, which is due pursuant to Section 4999 of the Internal Revenue Code
of 1986, as amended, on the compensation payments (but not this reimbursement
payment) described in this Agreement.

     9.   Successors; Binding Agreement.

          (a) 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, by agreement in
form and substance reasonably satisfactory to the Employee, to expressly assume
and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform if no such succession had taken
place.  Failure of the Company to obtain such agreement prior to the
effectiveness of any such succession shall be a breach of this Agreement and
shall entitle the Employee to compensation from the Company in the same amount
and on the same terms as he would be entitled to hereunder if he had terminated
his employment for Good Reason, except that for purposes of implementing the
foregoing, the date on which any such succession becomes effective shall be
deemed the Date of Termination.  As used in this Agreement, "Company" shall mean
the Company as hereinbefore defined and any successor to its business and/or
assets as aforesaid, and shall also include any Acquirer as defined in Section
7(e), 

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which executes and delivers the agreement provided for in this Section 9 (or
Section 7(e), if applicable) or which otherwise becomes bound by all the terms
and provisions of this Agreement by operation of law.

          (b) This Agreement and all rights of the Employee hereunder shall
inure to the benefit of and be enforceable by the Employee's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.  If the Employee should die while any amounts would still
be payable to him hereunder if he had continued to live, all such amounts,
unless otherwise provided herein, shall be paid in accordance with the terms of
this Agreement to the Employee's devisee, legatee, or other designee or, if
there be no such designee, to the Employee's estate.

     10.  Indemnification.  The Company shall, to the fullest extent permitted
by law, indemnify and hold harmless the Employee against any loss, liability,
claim, damage and expense, including the cost of defense, incurred in the course
of the Employee's employment hereunder.  The Company's liability hereunder shall
be reduced by the amount of insurance proceeds paid to or on behalf of the
Employee with respect to an event giving rise to indemnification hereunder.
This indemnification shall survive the death or other termination of employment
of the Employee and the termination of this Agreement.  Any legal fees incurred
by the Employee in the enforcement of this or any other provision of this
Agreement shall be promptly reimbursed by the Company as the same are incurred.

     11.  Survival.  The provisions of Sections 6, 8, and 10 shall survive the
termination of employment of the Employee.  In addition, all obligations of the
Company to make payments hereunder shall survive any termination of this
Agreement.

     12.  Notice.  For the purpose of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed to the
parties at their addresses set forth below, or to such other addresses as either
party may have furnished to the other in writing in accordance herewith except
that notices of change of address shall be effective only upon receipt.

               If to the Company:

               Plains Resources Inc.
               500 Dallas Street, Suite 700
               Houston, Texas 77002
               Attention: General Counsel

               If to the Employee:

               Harry N. Pefanis
               4103 University Blvd.
               Houston, Texas 77005

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     13.  Miscellaneous.  No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing.  No waiver by either party hereto at any time of any breach by the
other party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.  The validity, interpretation, construction and performance of
this Agreement shall be governed by the laws of the State of Texas.

     14.  Entire Agreement.  This Agreement contains the entire understanding of
the parties in respect of its subject matter and supersedes all prior oral and
written agreements and understandings between the parties with respect to such
subject matter and supersedes all subsequent agreements or understandings
between the parties with respect to all employee benefit plans or arrangements
in effect on the date hereof or hereafter adopted to the extent that such plans
or arrangements conflict with the terms of this Agreement.

     15.  Validity.  The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of
any provision of this Agreement, which shall remain in full force and effect.

     16.  Headings.  The headings contained in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of this
Agreement.

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          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                              PLAINS RESOURCES INC.

                              By:  /s/ John H. Lollar
                                   -------------------
                                   Chairman of the Compensation
                                   Committee of the Board of Directors


                              HARRY N. PEFANIS

                              /s/ Harry N. Pefanis
                              --------------------
                              Employee

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