Exhibit 10.11

EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement") is entered into effective as of March 28, 2007 by and between Venoco, Inc., a
Delaware corporation ("Company"), and Edward J. O'Donnell ("Employee").

WHEREAS,
the Company desires to employ Employee as a Senior Vice President and Employee desires to accept such employment;

NOW,
THEREFORE, in consideration of the mutual covenants, representations, warranties, and agreements contained herein, and for other valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:

1.Employment.The Company hereby employs Employee and Employee hereby accepts employment by the Company,
effective March 28, 2007 as a Senior Vice President on the terms and conditions set forth in this Agreement.

2.Term of Employment.Subject to the provisions for earlier termination provided in the Agreement, the term of
this Agreement (the "Term") shall commence on the effective date of this Agreement as stated above and shall terminate on December 31, 2008;provided,
however,commencing on January 1, 2008 and on each January 1 thereafter, the term of this Agreement shall automatically be extended one additional year unless,
not later than September 30 of the preceding year, the Board of Directors of the Company (the "Board") shall give written notice to Employee that the Term of the Agreement shall cease to be so
extended;provided, further,that if a Change in Control, as defined in Section 8, shall have occurred during the original or extended Term of
this Agreement, the Term shall continue in effect for a period of not less than 36 months beyond the date of such Change in Control. In no event, however, shall the Term of this Agreement
extend beyond the end of the calendar month in which Employee's 65th birthday occurs. Notwithstanding any provision of this Agreement to the contrary, termination of this Agreement shall not
alter or impair any rights or benefits of Employee (or Employee's estate or beneficiaries) that have arisen under this Agreement on or prior to such termination, including, without limitation, the
provisions of Sections 9(c), 15 and 18.

3.Employee's Duties.During the Term of this Agreement, Employee shall serve as a Senior Vice President of the
Company, based in Carpinteria, California, and with such customary duties and responsibilities as may from time to time be assigned to him by the Chief Executive Officer, President, Chief Operating
Officer and the Board, provided that such duties are at all times consistent with the duties of such position.

Employee
agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the duties and
responsibilities assigned to Employee hereunder, to use reasonable best efforts to perform faithfully and efficiently such duties and responsibilities.

4.Base Compensation.For services rendered by Employee under this Agreement, the Company shall pay to Employee
a base salary ("Base Compensation") of $227,000 per annum, payable in accordance with the Company's customary payroll practice for its executive officers. The amount of Base Compensation shall be
reviewed periodically and may be increased to reflect inflation or such other adjustments as the Board may deem appropriate but Base Compensation, as increased, may not be decreased thereafter.

5.Signing Bonus/Annual Bonuses.Employee shall be paid a signing bonus of $30,000 on or before April 2,
2007. Employee shall be eligible to participate in the Company's incentive compensation plan; under which cash bonuses are paid to employees based upon the performance of both the Company and the
employee. The target annual bonus for the position of Senior Vice President shall be

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40%
of Base Compensation. The annual bonus award will be determined by the Company's Compensation Committee each year for performance during the prior year and paid on April 1 of the
year in which it is determined. The amount of the bonus shall be based on performance of the Employee and the Company as measured against goals established by the Compensation Committee.

6.Restricted Stock/Stock Options.

(a)   Upon
final approval of the Company's 2007 Long Term Incentive Program, Employee shall be granted 7000 shares of restricted stock, with vesting subject to achievement of
performance goals as determined by Compensation Committee which in no event shall be less favorable than the vesting conditions applicable to other senior executives of the Company.

(b)   On
August 26, 2005 Employee, in his capacity as a director of the Company, was granted options on 45,000 shares of Company stock at an exercise price of $10.67
per share, with vesting to occur over a four year period (the "Director Options"). As of the effective date Employee shall resign from the Board of Directors of the Company and unvested Director
Options shall be deemed vested. Pursuant to the award agreement for the Director Options, Employee shall have until March 27, 2009 to exercise Director Options. If on March 26, 2009 any
Director Options remain unexercised Employee shall be issued new options on such date in an amount equivalent to the number of unexercised options as of that date, as may have been adjusted for stock
splits (the "Replacement Options"). The granting of Replacement Options shall not affect Employee's right to exercise expiring Director Options on March 27, 2009. The Replacement Options shall
be fully vested on the date of grant. The exercise price for the Replacement Options shall be the greater of the closing price of the Company's stock on the day preceding the date of the grant
(March 25, 2009) or $10.67 (as adjusted for stock splits). The exercise period for the Replacement Options shall terminate on August 25, 2015.

7.Additional Benefits.In addition to the other compensation and benefits provided for in this Agreement,
Employee shall be entitled to receive all fringe benefits and perquisites offered by the Company to its executive officers. Such benefits shall include, without limitation, four weeks paid vacation
per year; participation in the Company's 401(k) Plan; participation in other incentive and benefit plans offered generally to key employees; participation in various employee benefit plans or programs
provided to the employees of the Company in general, subject to the regular eligibility requirements with respect to each of such benefit plans or programs; and such other benefits or perquisites as
may be approved by the Board during the Term of this Agreement. In addition, Employee shall be entitled to receive mortgage assistance in the amount of $2050.00 per month commencing on April 1,
2007 and continuing for the first 24 months of this Agreement. Nothing in this paragraph shall be deemed to prohibit the Company from making any changes in any plans, programs or benefits
described in this Section 7, provided the change similarly affects all executives of the Company similarly situated.

8.Change in Control.

For
purposes of this Agreement, a "Change in Control" shall mean the occurrence of one of the following events:



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9.Termination.This Agreement may be terminated prior to the end of its Term as set forth below.



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Notwithstanding
anything in this Agreement to the contrary, if Employee's employment with the Company terminates prior to, but within six months of, the date on which a Change in Control
occurs and it is reasonably demonstrated by Employee that such termination of employment was (i) by the Company in connection with or anticipation of the Change in Control or (ii) by
Employee under circumstances which would have constituted Good Reason if the circumstances arose on or after the Change in Control, then, for purposes of this Agreement, Employee shall be deemed to
have continued employment with the Company until the date of the Change in Control and then terminated his employment on such date for Good Reason.

Employee's
right to terminate employment pursuant to this subsection shall not be affected by Employee's incapacity due to physical or mental illness. In addition, Employee's continued
employment following any event, act or omission, regardless of the length of such continued employment, shall not constitute Employee's consent to, or a waiver of Employee's rights with respect to,
such event, act or omission constituting a Good Reason circumstance hereunder.



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10.Non-exclusivity of Rights.Nothing in this Agreement shall prevent or limit Employee's
continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company or any of its affiliated companies and for which Employee may qualify, nor shall
anything herein limit or otherwise adversely affect such rights as Employee may have under any stock option or other agreements with the Company or any of its affiliated companies.

11.Assignability.The obligations of Employee hereunder are personal and may not be assigned or delegated by
him or transferred in any manner whatsoever, nor are such obligations subject to involuntary alienation, assignment or transfer. The Company shall have the right to assign this Agreement and to
delegate all rights, duties and obligations hereunder, either in whole or in part, to any parent, affiliate, successor or subsidiary organization or company of the Company, so long as the obligations
of the Company under this Agreement remain the obligations of the Company.

12.Notice.For the purpose of this Agreement, notices and all other communications provided for in the
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 Company
at its principal office address, directed to the attention of the Board with a copy to the Secretary of the Company, and to Employee at Employee's residence address on the records of the Company or to
such other address as either party may have furnished to the other in writing in accordance herewith except that notice of change of address shall be effective only upon receipt.

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

14.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 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 it 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 Employee to compensation from the Company
in the same amount and on the same terms as he would be entitled to hereunder if he 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 herein, the term "Company" shall include any successor to its business and/or assets as aforesaid which executes
and delivers the Agreement provided for in this Section 14 or which otherwise becomes bound by all terms and provisions of this Agreement by operation of law.

(b)   This
Agreement and all rights of Employee hereunder shall inure to the benefit of and be enforceable by Employee's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If Employee should die while any amounts would be payable to him hereunder if he had continued to live, all such amounts, unless
otherwise provided herein, shall be paid

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in
accordance with the terms of this Agreement to Employee's devisee, legatee, or other designee or, if there be no such designee, to Employee's estate.

15.Indemnification.In consideration of the premises and of the mutual agreements set forth in this Agreement,
the parties hereto further agree as follows:



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16.Miscellaneous.No provision of this Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and signed by Employee and such officer as may be specifically authorized by the Board. No waiver by either party hereto at any time of any breach by
the other party hereto of, or in 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. This Agreement is an integration of the parties agreement; no agreement or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. The validity, interpretation, construction and performance of this Agreement
shall be governed by the laws of the State of Delaware.

17.Counterparts.This Agreement may be executed in one or more counterparts, each of which shall be deemed to
be an original but all of which together will constitute one and the same instrument.

18.Arbitration.Employee shall be permitted (but not required) to elect that any dispute or controversy arising
under or in connection with this Agreement be settled by arbitration in Denver, Colorado or in the city in which Employee then resides in accordance with the rules of the American Arbitration
Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction. Reasonable legal fees and costs incurred by Employee in connection with the resolution
of any dispute or controversy under or in connection with this Agreement shall be paid by the Company as bills for such services are presented by Employee to the Company.

19.Prior Agreements.This agreement supersedes and replaces in full any previously existing employment
agreement (written or oral) between the parties.

20.Knowledge of Terms and Conditions.Employee has received a copy of this Agreement in advance of his
execution hereof and has consulted with his own attorney with respect to the terms and conditions hereof and the transactions contemplated under this Agreement. Employee has executed this

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Agreement
with full knowledge of the terms and conditions contained herein and acknowledges that he has had the opportunity to obtain information regarding the Company and concerning the terms and
conditions of this Agreement. In making his decision to enter into this Agreement, Employee has relied solely upon independent investigations he made and acknowledges that he is not relying on the
Company, any affiliate of the Company or any officer, director or employee of the Company for advice with respect to any tax or other economic considerations involved in the transactions contemplated
under this Agreement, including those arising under Section 409A of the Internal Revenue Code of 1986, as amended.

IN
WITNESS WHEREOF, the parties have executed this Agreement effective for all purposes as of March 28, 2007.

Venoco, Inc.By:

/s/ Timothy M. Marquez Timothy M. Marquez
Chief Executive OfficerEmployeeBy:

/s/ Edward J. O'Donnell Edward J. O'Donnell


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