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                                                                   EXHIBIT 10.32


To:      Madison Energy France S.C.S.
         (formerly Madison/Chart Energy S.C.S.) ("MEF")
         (the "BORROWERS' AGENT")

To:      Madison Oil Company Europe ("MOCE")
         Madison Oil France S.A. ("MOF")
         Madison Energy France S.C.S.
         (the "BORROWERS")

To:      Madison Oil Company ("MOC")
         Madison Petroleum Inc. ("MPI")
         Madison Oil Company Europe
         Madison Oil France S.A.
         Madison Energy France S.C.S.
         Madison (Turkey) Inc ("MADISON TURKEY")
         Madison Oil Turkey Inc ("MOTI")
         (the "GUARANTORS")

To:      Toreador Resources Corporation
         ("TOREADOR")

                                                                 11th April 2003


WAIVER AND CONSENT - VARIOUS ISSUES

We refer to the Revolving Credit Facility Agreement dated 30th March, 2001
between the Borrowers, the Guarantors, Barclays Capital as Arranger, the Banks
(as defined therein) and Barclays Bank PLC as Facility Agent, Technical Agent,
Ancillary Bank and US Security Trustee as amended (the "CREDIT AGREEMENT"). We
also refer to a waiver and consent letter dated 8th November, 2001 relating to
the merger of MOC with Toreador (the "MERGER WAIVER LETTER"), to a waiver and
consent letter dated 21st March, 2002 relating to various issues (the "MARCH
WAIVER LETTER") and a waiver and consent letter dated 31st December, 2002
relating to various issues (the "DECEMBER WAIVER LETTER").

All of the Banks, the Ancillary Bank and the Hedging Bank, have authorised the
Facility Agent to enter into this letter on their behalf.

1.       INTERPRETATION

         In this letter, unless otherwise defined or the context otherwise
         requires:

         (a)      terms defined or used in the Credit Agreement have the same
                  meaning in this letter;

         (b)      references to specific numbered clauses are clauses of the
                  Credit Agreement;

         (c)      references to paragraphs are, unless stated otherwise,
                  references to paragraphs of this letter;

         (d)      "ALLEN & OVERY INVOICE" means the invoice for L 44,768.52
                  delivered by Allen & Overy to Barclays Capital dated 29th
                  January, 2003 in respect of work done in

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                  connection with the December Waiver Letter, the First Warrant
                  Letter, the Toreador Guarantee and the related subordination
                  agreement.

         (e)      "BANK OF TEXAS LOAN AGREEMENT" means the loan agreement dated
                  16th February, 2001 between Toreador Resources Corporation,
                  Toreador Exploration and Production Inc, Toreador Acquisition
                  Corporation, Tormin Inc and the Bank of Texas National
                  Association, as amended from time to time.

         (f)      "BEST ENDEAVOURS" means, promptly at the written request of
                  the Facility Agent, Toreador shall make a written request of
                  the Bank of Texas N.A.;

         (g)      "EQUITY ISSUE PROCEEDS" means the proceeds (whether in cash or
                  in kind) of any equity or capital issue (to include, without
                  limitation, share placement, the issue of preferred stock or
                  subordinated loan stock or any other similar instrument) (the
                  "EQUITY ISSUE");

         (h)      "FIRST WARRANT LETTER" means the warrant letter dated 21st
                  March, 2002 between Toreador and the Arranger, as amended.


         (i)      "MERGER AGREEMENT" means the merger agreement dated as of 3rd
                  October, 2001 between MOC, Toreador and MOC Acquisition
                  Corporation (a wholly-owned subsidiary of Toreador) pursuant
                  to which, subject to the satisfaction of certain conditions,
                  MOC and MOC Acquisition Corporation will merge and MOC shall
                  be the surviving corporation;

         (j)      "MOC GROUP" means MOC and all of its subsidiaries.

         (k)      "SECOND WARRANT LETTER" means the warrant letter dated on or
                  about the date of this letter between Toreador and the
                  Arranger.

         (l)      "STRATEGIC PLAN" means the strategic plan submitted to the
                  Facility Agent by Toreador on 12th December, 2002;

         (m)      "SUBORDINATION AGREEMENT" means the Subordination Agreement
                  dated 30th March, 2001 between members of the Madison Group as
                  debtors, the Facility Agent and MOF, MOC, MOCE and MPI.

         (n)      "SUBORDINATION AND SUPPORT AGREEMENT" means the subordination
                  and support agreement between Toreador, MOC and the Facility
                  Agent dated November, 2001 entered into in connection with the
                  Merger Waiver Letter;

         (o)      "SURPLUS SALE PROCEEDS" means, in relation to any US asset of
                  the Toreador Group, the net sale proceeds paid to or to the
                  order of any member of the Toreador Group from the sale of
                  that asset which Bank of Texas, N.A., in its sole and absolute
                  discretion, permits to be paid to the Facility Agent;

         (p)      "TOREADOR GROUP" means, at any time Toreador and all of its
                  Subsidiaries for the time being;

         (q)      "TOREADOR GUARANTEE" means a Toreador subordinated guarantee
                  of all of the obligations of the Obligors under the Finance
                  Documents;

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         (r)      "TOREADOR SUBORDINATED REVOLVING CREDIT AGREEMENT" means the
                  subordinated revolving credit agreement dated as of 3rd
                  October, 2001 between MOC and Toreador pursuant to which
                  Toreador agrees to advance by way of loan certain monies to
                  MOC;

         (s)      "TOREADOR SUBORDINATED REVOLVING CREDIT NOTE" means the
                  subordinated revolving credit note dated as of 3rd October,
                  2001 between MOC and Toreador;

         (t)      "TRINIDADIAN ASSETS" means:

                  (i)      all of the shares in Trans Dominion Holdings Limited;

                  (ii)     all of Trans Dominion Holdings Limited's present and
                           future shares in Trinidad Exploration and Development
                           Ltd; and

                  (iii)    any present and future interest of Trans Dominion
                           Holdings Limited in the Bonasse oil field in Trinidad
                           and Tobago and the related Southwest Cedros
                           Peninsular Exploration Licence;

         (u)      "TRINIDADIAN REVENUE" means all monies arising, received from
                  and in relation to the Trinidadian Assets to be applied in
                  accordance with Clause 7.4, except for monies received from
                  the sale of all, or part of the Trinidadian Assets, which
                  shall be applied in accordance with Clause 4.5.

         (v)      "TRINIDADIAN REVENUE ACCOUNTS" means the revenue accounts to
                  be opened with the Account Bank in London and maintained by
                  Trans Dominion Holdings Limited, which shall be maintained in
                  accordance with the directions of the Facility Agent;

         (w)      "TURKISH CAPITAL REPATRIATION" means any amounts paid to
                  Toreador or any Obligor in relation to the repatriation of the
                  registered capital of any member of the Toreador Group in
                  Turkey;

         (x)      "TURKISH PERMITTED PAYMENTS" means:

                  (i)      the costs referred to in paragraphs (a)(i) and
                           (a)(ii) of the definition of "Permitted Payment" in
                           the Credit Agreement except that reference to
                           Borrower Borrowing Asset, Borrowing Base Petroleum or
                           Borrowing Base Interest in that definition shall be
                           construed as a reference to Turkish Interest, Turkish
                           Petroleum and Turkish Asset);

                  (ii)     any taxes payable by MOTI and Madison Turkey;

                  (iii)    any:

                           (a)      exploration and appraisal expenditure;

                           (b)      general and administrative expenditure; or

                           (c)      capital expenditure not falling within
                                    paragraph (i) above,

                           payable by MOTI and Madison Turkey, as applicable, to
                           the extent the Majority Banks expressly agree or
                           require in writing (but not further or otherwise);
                           and

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                  (iv)     any other expenditure that the Majority Banks agree
                           may be a Turkish Permitted Payment;

         (y)      "TURKISH REVENUE" means:

                  (i)      the gross proceeds (without any deductions
                           whatsoever) of any disposal of Turkish Petroleum;

                  (ii)     any sales tax payable on the amount referred to in
                           paragraph (i) above;

                  (iii)    any other amount payable to MOTI, Madison Turkey and
                           MOC in respect of any Turkish Petroleum, Turkish
                           Interest or Turkish Asset.

         (z)      "TURKISH REVENUE ACCOUNTS" means the revenue accounts to be
                  opened with the Account Bank in London, which shall be
                  maintained in accordance with the directions of the Facility
                  Agent;

         (aa)     "TURKISH ASSET" means:

                  (A)      the Cendere oil field in Turkey;

                  (B)      the Zeynel oil field in Turkey;

                  (C)      the Boyabet oil field in Turkey; and

                  (D)      the Thrace Basin in Turkey;

         (bb)     "TURKISH INTEREST" means: all of the Obligors' present and
                  future interest in a Turkish Asset and all agreements,
                  facilities or insurances relative to that Turkish Asset or to
                  Turkish Petroleum;

         (cc)     "TURKISH PETROLEUM" means in respect of a Turkish Asset, all
                  petroleum won and saved from that Turkish Asset that accrues
                  to the Turkish Interest in that Turkish Asset (including,
                  without limitation, any such petroleum that is royalty
                  petroleum);

         (dd)     "VOTING AGREEMENT" means the voting agreement dated as of 3rd
                  October, 2001 between Toreador, Herbert L. Brewer, David M.
                  Brewer and PHD Partners, LP;

         (ee)     "WARRANT" means the warrants issued or to be issued pursuant
                  to the Warrant Letters; and

         (ff)     "WARRANT LETTER" means the First Warrant Letter or the Second
                  Warrant Letter.

2.       WAIVERS AND CONSENTS

2.1      WAIVER OF BREACHES OF FINANCE DOCUMENTS

         Subject to the terms and conditions of this letter, Barclays Bank PLC,
         as Facility Agent confirms that the Banks have agreed to waive the
         following breaches of the Finance Documents:

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         (a)      all currently outstanding breaches of Clause 6.1 (Repayment),
                  as amended by the December Waiver Letter;

         (b)      failure by Toreador to provide the Toreador Guarantee in
                  accordance with Clause 7.4 of the December Waiver Letter;

         (c)      any breach of Clause 20.14 (Cover Ratios) as a consequence of
                  the Forecast re-determination dated 30th January, 2003;

         (d)      failure by Toreador and the Obligors to procure that, by 31st
                  January, 2003, all of the Toreador Group's shares in Trinidad
                  Exploration and Development Limited and Trans Dominion
                  Holdings Limited are pledged to the Facility Agent in
                  accordance with Clause 7.6 of the December Waiver Letter.

2.2      MERGER WAIVER AND CONSENT

         Barclays Bank PLC, as Facility Agent, consents to the merger of
         Toreador and MOC and confirms that the Banks have agreed to waive the
         following Events of Default:

         (a)      under Clauses 19.12(a) (Mergers and acquisitions) and 20.3
                  (Breach of other obligations) and Clause 20.20(d) (Change of
                  control) constituted by MOC entering into and performing the
                  Merger Agreement and the Voting Agreement and by the
                  occurrence of the Effective Time (as that term is defined in
                  the Merger Agreement);

         (b)      under Clauses 19.13 (Other Financial Indebtedness) and 20.3
                  (Breach of other obligations) constituted by MOC incurring any
                  of the indebtedness referred to in paragraph 8
                  (Characterisation of Toreador Payments) below;

         (c)      under Clauses 19.14 (Loans) and 20.3 (Breach of other
                  obligations) constituted by MOC making loans to the Borrower
                  referred to in paragraph 8 (Characterisation of Toreador
                  Payments) below; and

         (d)      under Clauses 19.13 (Other Financial Indebtedness) and 20.3
                  (Breach of other obligations) constituted by the Borrowers
                  being deemed to have borrowed from MOC as referred to in
                  paragraph 8 (Characterisation of Toreador Payments) below.

3.       CONSOLIDATION OF WAIVER LETTERS

         Subject to the terms and conditions of this letter, Barclays Bank PLC,
         as Facility Agent, confirms that the Banks have agreed to permanently
         waive any and all Events of Default that have arisen under the Merger
         Waiver Letter, the March Waiver Letter and the December Waiver Letter
         and all the parties to this letter agree that the Merger Waiver Letter,
         the March Waiver Letter and the December Waiver Letter shall be
         terminated and of no further effect (save in relation to the waivers
         granted under those letters).

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4.       REPAYMENT

4.1      REPAYMENT

         Clause 6.1 (Repayment) shall be suspended in accordance with paragraph
         4.2 (Term of Suspension) below and, during the term of suspension,
         shall be replaced with the following provisions:

         The Borrowers shall, on the last Business Day of each of month until
         (and including) December 2003, repay an amount of the Loans equal to
         the greater of:

                  (i)      $400,000; and

                  (ii)     the aggregate of:

                           (A)      French Revenue, less any Permitted Payments;
                                    and

                           (B)      Turkish Revenue, less Turkish Permitted
                                    Payments, and Trinidadian Revenue as
                                    determined in accordance with the terms of
                                    this Waiver Letter.

4.2      TERM OF SUSPENSION

         Clause 6.1 (Repayment) shall be suspended until the earlier of:

         (a)      the first Business Day of January, 2004; or

         (b)      such time as (i) the ratio of the Relevant NPV derived from
                  the Forecast prepared as of 30th April, 2003 in accordance
                  with paragraph 5 (Forecasts) of this letter to Total
                  Indebtedness is not less than 1.5:1; and (ii) the outstanding
                  Loans do not exceed the Total Commitments.

4.3      TURKISH CAPITAL REPATRIATION PREPAYMENT

         If, during the suspension of Clause 6.1 (Repayment) in accordance with
         paragraph 4.2 (Term of Suspension) above, either of Madison Turkey,
         MOTI or any other Obligor receives any Turkish Capital Repatriation
         (the relevant company that receives such monies being referred to in
         this paragraph 4.3 as the "recipient"):

         (i)      the recipient shall immediately notify the Facility Agent of
                  all amounts of Turkish Capital Repatriation received;

         (ii)     the recipient shall ensure that no money received as Turkish
                  Capital Repatriation is transferred to any other member of the
                  Toreador Group; and

         (iii)    on demand by the Facility Agent the recipient shall
                  immediately pay to the Facility Agent the balance of the
                  Turkish Capital Repatriation (less any amount thereof that is
                  reinvested in Turkey solely for the purposes of maximising
                  future Turkish Capital Repatriations as detailed in the
                  Strategic Plan) in performance of the prepayment obligation
                  (if the recipient is a Borrower) or in performance of that
                  Guarantor's guarantee of the prepayment obligation (if the
                  recipient is a Guarantor) (and Clause 7.7(b) (Miscellaneous
                  provisions) shall apply to any such prepayment).

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4.4      ASSET SALE PROCEEDS PREPAYMENT

         Subject to paragraph 7.8(a)(iii) (Restrictions under Bank of Texas Loan
         Agreement), if, during the suspension of Clause 6.1 of the Credit
         Agreement in accordance with paragraph 4.2 (Term of Suspension) above,
         any member of the Toreador Group sells any of its US assets, Toreador
         agrees to pay to the Facility Agent an amount equal to the Surplus Sale
         Proceeds, but only if Bank of Texas N.A. expressly consents, in its
         sole and absolute discretion, and such payment shall be deemed to be a
         prepayment of Loans by the Borrowers in an aggregate principal amount
         equal to the Surplus Sale Proceeds (and Clause 7.7(b) (Miscellaneous
         provisions) shall apply to any such prepayment).

4.5      TRINIDADIAN ASSET SALES PREPAYMENT

         (a)      Subject to sub paragraph (b) below and subject to any relevant
                  consents required under Trinidadian laws and (if required) the
                  consent of the Trinidad Exploration and Development Ltd.
                  Shareholders (which consents the Obligors undertake to use
                  their best endeavours to obtain), if MOC or any Obligor sells
                  or transfers any of its interest in the Trinidadian Assets
                  (either directly or indirectly, including by way of share
                  sale) (the relevant company that receives such monies being
                  referred to in this paragraph 4.5 as the "recipient"):

                  (i)      the recipient shall immediately notify the Facility
                           Agent of all amounts realised from such sale or
                           transfer;

                  (ii)     the recipient shall ensure that no money received
                           from such sale or transfer is transferred to any
                           other member of the Toreador Group; and

                  (iii)    on demand by the Facility Agent, the recipient shall
                           immediately pay to the Facility Agent the net sale
                           proceeds of such sale in performance of the
                           prepayment obligation (if the recipient is a
                           Borrower) or in performance of that Guarantor's
                           guarantee of the prepayment obligation (if the
                           recipient is a Guarantor) (and Clause 7.7(b)
                           (Miscellaneous provisions) shall apply to any such
                           prepayment).

         (b)      No member of the MOC Group will sell or transfer (either
                  directly or indirectly, including by way of share sale or
                  intra group transfer) any of its interest in the Trinidadian
                  Assets without the prior written consent of the Facility
                  Agent, except in the event of dilution pursuant to the
                  Shareholders Agreement between Anglo-African Energy, Inc. and
                  Trans-Dominion Holdings Limited.

4.6      MISCELLANEOUS

         (a)      The following amendments to the Credit Agreement effected by
                  paragraph 4 of the Merger Waiver Letter and paragraph 13 of
                  the March Waiver Letter remain effective and are restated as
                  follows:

                  (i)      if the Borrowers repay or prepay any outstanding
                           Loan, then the Total Commitments shall, immediately
                           upon that repayment or prepayment being made,
                           automatically be reduced by an amount equal to the
                           principal so repaid or prepaid;

                  (ii)     Clause 6.2 shall be amended so the words "Tranche A"
                           is inserted before "Tranche B" and the words ", but
                           any amount repaid under Tranche A may

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                           subsequently be re-borrowed on and subject to the
                           provisions of the Agreement" are deleted; and

                  (iii)    Clause 7.7(c) shall be amended so that the words "Any
                           amount prepaid under Tranche A may subsequently be
                           re-borrowed on and subject to the terms of this
                           Agreement but" are deleted and the words "Tranche A,"
                           are inserted before "Tranche B".

         (b)      The Borrowers shall ensure that the last day of an Interest
                  Period for one or more Loans coincides with the date
                  repayments or prepayments are to be made under this letter,
                  and shall select Interest Periods accordingly and for this
                  purpose (but not otherwise) the Borrowers may select an
                  Interest Period of less than one month.

         (c)      Amounts prepaid in accordance with paragraphs 4.3 (Turkish
                  Capital Repatriation Prepayment) to 4.5 (Trinidadian Asset
                  Sales Prepayment) shall not be applied against or reduce the
                  repayment obligations under paragraph 4.1 (Repayment).

5.       FORECASTS

         The calculation of the Relevant NPV on each Calculation Date in
         accordance with Clause 16.1(d)(i) (General) shall be suspended for the
         duration of the suspension of Clause 6.1 (Repayment) in accordance with
         paragraph 4 (Repayment) above, except that the Relevant NPV shall be
         calculated as of a 30th April, 2003 Calculation Date in accordance with
         the provisions of Clause 16 (Forecasts), subject to the following
         revisions:

         (i)      references to 45 days in Clause 16.2(a) shall be to 16 days;

         (ii)     references to 28 days in Clause 16.2(b) shall be to 9 days;

         (iii)    references to 7 days in Clause 16.2(c) shall be to 5 days.

6.       INFORMATION COVENANTS

6.1      STRATEGIC PLAN

         (a)      On 30th March, 2003 and on the 15th and 30th of each month
                  thereafter, Toreador shall provide to the Facility Agent an
                  update of the Strategic Plan incorporating the following
                  information in reasonable detail:

                  (i)      details of the progress achieved in relation to each
                           of the options outlined in the Strategic Plan and the
                           updates thereto;

                  (ii)     Toreador's assessment of the likelihood of each
                           option referred to above coming to fruition by 30th
                           April, 2003;

                  (iii)    details of any other option being pursued by Toreador
                           with a view to restoring the January 2003 NPV to
                           Total Indebtedness to not less than 1.5:1 by 30th
                           April, 2003; and

                  (iv)     full details of any tax advice received by Toreador
                           in relation to the sale of any Obligor or any of the
                           Borrowing Base Assets.

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                                       9


         (b)      Toreador shall immediately notify the Facility Agent if it
                  becomes aware that any of the options outlined in the
                  Strategic Plan is no longer being pursued by Toreador or the
                  proposed counterparty or, as a result of any other event or
                  circumstance, is unlikely to come to fruition by 30th April,
                  2003, providing reasonable detail of the particular event or
                  circumstances.

6.2      CASHFLOW FORECASTS

         (a)      Toreador shall immediately notify the Facility Agent of any
                  events or circumstances that are likely to cause a deviation
                  from the cashflow forecast provided by Toreador to the
                  Facility Agent on 5th January, 2003 to the extent that it is
                  likely to prevent the Borrowers complying with the repayment
                  schedule in paragraph 4.1 (Repayment) or cause liquidity
                  problems in the Toreador Group, providing details of the
                  particular events or circumstances and a revised forecast.

         (b)      Toreador shall provide to the Facility Agent, on a weekly
                  basis, a certificate signed by the Chief Financial Officer of
                  Toreador certifying that that the Toreador Group has
                  sufficient working capital to continue trading and that the
                  Toreador Group's cashflow situation is manageable.

6.3      OTHER INFORMATION

         Toreador shall promptly notify the Facility Agent:

         (a)      of the receipt by any member of the Toreador Group of any
                  Surplus Sale Proceeds; and

         (b)      if any creditor of any member of the Toreador Group takes any
                  enforcement action, or notifies any member of the Toreador
                  Group of its intention to take enforcement action, in relation
                  to any amounts owing to it.

7.       COVENANTS

7.1      CAPITAL EXPENDITURE RESTRICTIONS

         (a)      The Obligors shall procure that no Obligor (excluding Toreador
                  and any other borrower under the Bank of Texas Loan Agreement)
                  shall make, nor incur any obligation or liability for or in
                  respect of any capital expenditure except for any capital
                  expenditure that a prudent operator would expend to maintain
                  (rather than develop) the relevant assets.

         (b)      Toreador shall within fifteen days of the end of each month
                  provide to the Facility Agent a cashflow reconciliation for
                  that month for all of the members of the Toreador Group (in
                  the form of the Schedule 1 to this letter), reconciling the
                  sources of funds and uses of funds and including details of
                  that month's capital expenditures.

         (c)      Paragraph (i) of Clause 19.22 (Capital expenditure), shall not
                  apply.

         (d)      Toreador shall, within fifteen days of the end of each month,
                  provide to the Facility Agent a translation and cashflow
                  reconciliation of the account statements for that month in
                  relation to the Turkish Assets with full details of all income
                  and expenditure items.

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                                       10


7.2      TURKISH CAPITAL REPATRIATION

         Toreador and the Obligors shall use best endeavours to maximise Turkish
         Capital Repatriation proceeds within as short a time frame as is
         reasonably practicable.

7.3      TOREADOR EQUITY ISSUES

         (a)      Toreador shall use best endeavours to maximise Equity Issue
                  Proceeds in the period to 30th April, 2003 and shall pay such
                  portion of such Equity Issue Proceeds to the Facility Agent to
                  the extent consented to by Bank of Texas, N.A. in its sole and
                  absolute discretion.

         (b)      Toreador undertakes to and shall procure that its subsidiaries
                  shall, in connection with any Equity Issue, make full and
                  proper disclosure in accordance with all applicable laws
                  and/or requirements of any regulatory authority

7.4      TURKISH AND TRINIDADIAN CASHFLOW

         (a)      Without prejudice to the Obligors' obligations under the
                  Credit Agreement and subject to the following provisions of
                  this paragraph 7.4 (Turkish and Trinidadian Cashflow), MOTI
                  and Madison Turkey and MOC shall pay, and MOC shall procure
                  that MOTI and Madison Turkey pay all Turkish Revenue (to the
                  extent permitted by Turkish law), less Turkish Permitted
                  Payments, and all Trinidadian Revenue directly to the Facility
                  Agent, unless any such amount is received in another currency,
                  in which case (where applicable) MOTI, Madison Turkey and MOC
                  shall, and MOC shall procure that MOTI and Madison Turkey
                  shall, immediately upon receipt convert that amount to Dollars
                  and pay them directly to the Facility Agent, in both cases to
                  be applied in repayment of the Loans and in performance of
                  that Guarantor's guarantee of the repayment obligation as
                  contemplated in Clause 4.1(a)(ii).

         (b)      Subject in each case with regard to the Turkish Revenue
                  Accounts to the extent permitted by Turkish law;

                  (i)     MOC shall procure that, by no later than 30th April,
                          2003, Madison Turkey and MOTI shall open the Turkish
                          Revenue Accounts and Trans Dominion Holdings Limited
                          shall open the Trinidadian Revenue Accounts.

                  (ii)    Subject to the opening of the Turkish Revenue Accounts
                          and the Trinidadian Revenue Accounts in accordance
                          with sub-paragraph (b)(i) above, MOC shall procure
                          that, from the first Business Day of May, 2003, all
                          Turkish Revenue is paid into the Turkish Revenue
                          Accounts and all Trinidadian Revenue is paid into the
                          Trinidadian Revenue Accounts.

                  (iii)   MOTI and Madison Turkey shall be permitted to make
                          such Turkish Permitted Payments from the Turkish
                          Revenue Accounts as approved in writing by the
                          Facility Agent.

         (c)      To the extent permitted by Turkish law, MOC shall no later
                  than 30th April, 2003:

                  (i)      procure that the Facility Agent is granted a Security
                           Interest over the Turkish Revenue Accounts by way of
                           agreements in form and substance satisfactory to the
                           Facility Agent (the "TURKISH REVENUE ACCOUNTS
                           SECURITY DOCUMENTS"); and

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                                       11


                  (ii)     deliver a legal opinion from a reputable law firm in
                           respect of all relevant jurisdictions in a form and
                           substance satisfactory to the Facility Agent in
                           relation to the Turkish Revenue Accounts Security
                           Documents.

         (d)      MOC shall no later than 30th April, 2003:

                  (i)      procure that the Facility Agent is granted a Security
                           Interest over the Trinidadian Revenue Accounts by way
                           of agreements in form and substance satisfactory to
                           the Facility Agent (the "TRINIDADIAN REVENUE ACCOUNTS
                           SECURITY DOCUMENTS"); and

                  (ii)     deliver a legal opinion from a reputable law firm in
                           respect of all relevant jurisdictions in a form and
                           substance satisfactory to the Facility Agent in
                           relation to the Trinidadian Revenue Accounts Security
                           Documents.

         (e)      Without limiting the Facility Agent's rights under Clause
                  19.3(d) (Borrowing Base Asset and similar information), the
                  Borrower's Agent shall supply to the Facility Agent (in
                  sufficient copies for all of the Banks unless the Facility
                  Agent agrees otherwise) the information described in Clause
                  19.3(a)(i), (ii) and (iii) (Borrowing Base Asset and similar
                  information), provided that the wording of that Clause shall
                  be deemed amended for these purposes such that each reference
                  to "Borrowing Base Asset" shall be deemed to be a reference to
                  Turkish Asset.

         (f)      Toreador undertakes to deliver promptly to the Facility Agent
                  such information and evidence as it may from time to time
                  require in order to check and verify the amount of any Turkish
                  Revenue, Trinidadian Revenue, or Turkish Permitted Payment.

         (g)      Each Obligor shall do all things required by the Facility
                  Agent for the granting, perfecting or protecting of any
                  security intended to be granted under the Turkish Revenue
                  Accounts Security Document and the Trinidadian Revenue
                  Accounts Security Document.

7.5      TRANS DOMINION HOLDINGS LIMITED

         Subject to obtaining any relevant consents under Trinidadian laws and
         (if required) the consent of the Trinidad Exploration and Development
         Ltd. Shareholders, and (if required) the consent of Petroleum Company
         of Trinidad and Tobago Limited (which consents MOC and the Obligors
         agree to use best endeavours to obtain):

         (a)      to procure that, by 30th April, 2003, (i) all of the MOC
                  Group's shares in Trans Dominion Holdings Limited and (ii) all
                  of Trans Dominion Holdings Limited's shares in Trinidad
                  Exploration and Development Ltd. are pledged to the Facility
                  Agent on behalf of the Finance Parties by way of a security
                  agreement in form and substance satisfactory to the Facility
                  Agent and that by the same date legal opinions relating
                  thereto are delivered to the Facility Agent from reputable law
                  firms in all relevant jurisdictions in each case in form and
                  substance satisfactory to the Facility Agent; and

         (b)      to procure that Trans Dominion Holdings Limited:

                  (i)      promptly notifies the Facility Agent when Trans
                           Dominion Holdings Limited enters into any agreement
                           relating to the Trinidadian Assets ("RELEVANT
                           AGREEMENT");

<PAGE>
                                       12


                  (ii)     after notice by the Facility Agent to the Borrower's
                           Agent that the Facility Agent requires security to be
                           granted to it for the benefit of the Finance Parties,
                           enters into an agreement granting a Security Interest
                           over that Relevant Agreement above in form and
                           substance satisfactory to the Facility Agent
                           ("SECURITY DOCUMENT"); and

                  (iii)    delivers a legal opinion from a reputable law firm in
                           respect of all relevant jurisdictions in a form and
                           substance satisfactory to the Facility Agent in
                           relation to each of the Security Documents,

                  and each Obligor shall do all things reasonably required by
                  the Facility Agent for the granting, perfecting or protecting
                  of any security intended to be granted under a Security
                  Document.

7.6      THE MERGER AGREEMENT

         (a)      MOC undertakes not to agree to any waiver, amendment,
                  termination or cancellation of, or of any term of, the Merger
                  Agreement or the Voting Agreement.

         (b)      Toreador agrees to waive any default, event of default or
                  breach of representation or warranty under the Merger
                  Agreement, the Voting Agreement, the Toreador Subordinated
                  Revolving Credit Agreement and the Toreador Subordinated
                  Revolving Credit Note constituted by MOC issuing shares to
                  Barclays Nominees (Branches) Limited, and the Obligors
                  undertaking to deliver shares, in accordance with paragraph
                  3(a)(ii) of the Merger Waiver Letter.

7.7      TURKEY

         Toreador and MOCE undertake to procure that, by no later than
         forty-five days after Madison Turkey has received all Turkish Capital
         Repatriations that it is entitled to:

         (a)      Madison Turkey shall have transferred all of its assets,
                  liabilities, business and undertakings to MOTI and shall be
                  wound up and dissolved; and

         (b)      that MOTI shall have discharged in full all of the
                  consideration for that transfer.

7.8      RESTRICTIONS UNDER BANK OF TEXAS LOAN AGREEMENT

         (a)      Toreador undertakes to use Best Endeavours to obtain any
                  necessary waiver of or amendment (if any) to the provisions of
                  the Bank of Texas Loan Agreement so as to enable:

                  (i)      Toreador and the other borrowers under the Bank of
                           Texas Loan Agreement to provide financial support to
                           the MOC Group as set out in Schedule 2;

                  (ii)     Toreador to enter into the Toreador Guarantee; and

                  (iii)    Toreador to make any payments to the Facility Agent
                           that may arise in accordance with paragraph 4.4
                           (Asset Sales Proceeds Prepayment).

<PAGE>
                                       13


                  and in the absence of such express amendment, waiver or
                  consent of Bank of Texas, N.A., neither Toreador nor any
                  member of the Toreador Group shall take any of these actions.

         (b)      On obtaining such waiver to, or amendment of, the provisions
                  of the Bank of Texas Loan Agreement as is required to enable
                  Toreador and the other borrowers under that agreement to
                  provide financial support to the MOC Group in accordance with
                  paragraph 7.8(a)(i) above, Toreador shall use its best
                  endeavours to procure that the Outstanding Target Repayments
                  of the Loans, as defined and set out in Schedule 2 to this
                  letter, are promptly paid to the Facility Agent.

         (c)      On obtaining such waivers to, or amendments of, the provisions
                  of the Bank of Texas Loan Agreement as are required to enable
                  Toreador to enter into the Toreador Guarantee in accordance
                  with paragraph 7.8(a)(ii) above, Toreador shall immediately:

                  (i)      enter into the Toreador Guarantee; and

                  (ii)     deliver a legal opinion from a reputable law firm in
                           respect of all relevant jurisdictions in a form and
                           substance satisfactory to the Facility Agent in
                           relation to its entry into the Toreador Guarantee.

         (d)      Except for such further consent as is required in paragraphs
                  4.4, 7.3 and 7.8(a), Toreador expressly confirms that the
                  performance of its obligations under this letter does not
                  require the consent of Bank of Texas, N.A. or, if required,
                  such consent has been obtained.

7.9      TURKISH CAPITAL REPATRIATION

         MOC shall procure that the Obligors comply with their obligations under
         paragraph 4.3 (Turkish Capital Repatriation Prepayment).

7.10     BANK OF TEXAS LOAN AGREEMENT

         (a)      Subject to sub-paragraph (b) below, in the event that the Bank
                  of Texas Loan Agreement is repaid, immediately prior to such
                  repayment Toreador agrees to notify the Facility Agent and
                  immediately after such repayment, Toreador agrees to provide
                  such guarantees and financial support as required by the
                  Facility Agent.

         (b)      Sub-paragraph (a) above will not apply in the event that Bank
                  of Texas N.A. transfers or novates any of its interest in the
                  Bank of Texas Loan Agreement to another entity.

8.       CHARACTERISATION OF TOREADOR PAYMENTS

         (a)      Toreador agrees that any payment made or deemed made to MOC by
                  Toreador pursuant to this letter, the December Waiver Letter,
                  the March Waiver Letter or the Merger Waiver letter shall be
                  "Junior Debt" for the purposes of the Subordination and
                  Support Agreement. MOC agrees that any payment made or deemed
                  made by MOC to any of the Borrowers pursuant to this letter,
                  the December Waiver Letter, the March Waiver Letter or the
                  Merger Waiver Letter shall be "Junior Debt" for the purposes
                  of the Subordination Agreement.

         (b)      An amount equal to each payment made by Toreador to the
                  Facility Agent in accordance with this letter or the December
                  Waiver Letter and for the avoidance of

<PAGE>
                                       14


                  doubt, any amounts previously paid by Toreador under paragraph
                  7(b) of the Merger Waiver Letter or 12(b) of the March Waiver
                  Letter shall be deemed to be:

                  (i)      a non-interest bearing loan made by Toreador to MOC
                           repayable (subject to the Subordination and Support
                           Agreement on demand (or a loan on such other terms as
                           are agreed by MOC and Toreador (in any case subject
                           to the Subordination and Support Agreement)); and

                  (ii)     a non-interest bearing loan made by MOC to the
                           Borrowers repayable (subject to the Subordination
                           Agreement on demand (or a loan on such other terms as
                           are agreed by MOC and the Borrowers (in any case
                           subject to the Subordination Agreement)).

9.       AMENDMENT TO THE CREDIT AGREEMENT

         The amendments to the Credit Agreement effected by paragraph 4 of the
         Merger Waiver Letter and paragraph 13 of the March Waiver Letter remain
         effective and are restated as follows:

         (a)      paragraph (d) in the definition of "Permitted Payment" in
                  Clause 1.1 (Definitions) shall be deleted and shall be
                  replaced with:

                  "(d)     [Not used];";

         (b)      Clause 19.25(a)(iii) (Turkish business) shall be deleted and
                  shall be replaced with:

                  "(iii)   in any event, does not make any payment to any other
                           member of the Toreador Group except for payment of
                           the kind contemplated by paragraph (ii)(B) above;";

         (c)      for the purposes of 20.3 (Breach of other obligations), 20.4
                  (Misrepresentation), 20.12 (Unlawfulness), 20.13
                  (Effectiveness of Security), 20.22 (U.S. Bankruptcy Laws) and
                  20.23 (ERISA) the word "Obligor" shall be deemed to include
                  Toreador;

         (d)      for the purposes of Clauses 20.5 (Cross-default), 20.6
                  (Insolvency), 20.7 (Insolvency proceedings), 20.8 (Appointment
                  of receivers and managers), 20.9 (Creditor's processes), 20.10
                  (Analogous proceedings), 20.11 (Cessation of business) and
                  20.17 (Litigation) the phrase "member of the Group" shall be
                  deemed to include Toreador;

         (e)      Clause 20.20(d) (Change of Control) shall be deleted and shall
                  be replaced with:

                  "(d)     MOC is not, or ceases to be, a wholly-owned
                           subsidiary of Toreador Resources Corporation; or";
                           and

         (f)      a new Clause 20.20(e) (Change of Control) of the Credit
                  Agreement shall be inserted as follows:

                  "(e)     any single person, or group of persons acting in
                           consort (as defined in the City Code on Takeovers and
                           Mergers) acquires control (as defined in Section 416
                           of the Income and Corporation Taxes Act 1998) of
                           Toreador Resources Corporation.".

<PAGE>
                                       15


10.      CONFIRMATIONS

10.1     GUARANTEES

         Each Guarantor agrees, and represents and warrants to each Finance
         Party as at the date it executes this letter:

         (a)      that the arrangements contemplated by this letter, the Merger
                  Agreement and the Voting Agreement and the entry into and
                  performance of the Merger Agreement and the occurrence of the
                  Effective Time (as defined in the Merger Agreement) do not in
                  any way affect the guarantee and undertakings given by it
                  under Clause 15 (Guarantee); and

         (b)      that the guarantee given by it under Clause 15 (Guarantee) is
                  a continuing guarantee, in full force and effect, and will
                  extend to the ultimate balance of all sums payable by the
                  Obligors under the Finance Documents, regardless of the
                  arrangements contemplated by this letter, the entry into and
                  performance of the Merger Agreement and the occurrence of the
                  Effective Time (as defined in the Merger Agreement) and any
                  intermediate payments or discharge in whole or in part
                  (including, without limitation, the prepayments contemplated
                  by this letter).

10.2     MOC

         MOC agrees, and represents and warrants to each Finance Party as at the
         date it executes this letter:

         (a)      that the arrangements contemplated by this letter and the
                  entry into and performance of the Merger Agreement and the
                  occurrence of the Effective Time (as defined in the Merger
                  Agreement) do not in any way affect any of the Finance
                  Documents; and

         (b)      that its obligations under the Finance Documents are in full
                  force and effect and are binding on, and enforceable against,
                  MOC regardless of the arrangements contemplated by this letter
                  or the entry into and performance of the Merger Agreement and
                  the occurrence of the Effective Time (as defined in the Merger
                  Agreement)).

11.      REPRESENTATIONS AND WARRANTIES

         (a)      Toreador and each Obligor makes the following representations
                  and warranties to each Finance Party in respect of those of
                  this letter, the Merger Agreement and the Voting Agreement to
                  which it is a party:

                  (i)      that it has the power to enter into and perform this
                           letter, the Merger Agreement and the Voting Agreement
                           and it has taken all necessary action to authorise
                           the entry into, performance and delivery of this
                           letter, the Merger Agreement and the Voting
                           Agreement; and

                  (ii)     that this letter, the Merger Agreement and the Voting
                           Agreement constitutes its legal, valid and binding
                           obligation enforceable in accordance with its terms.

         (b)      Toreador represents and warrants as at the date it executes
                  this letter and each time it issues a Warrant, that:

<PAGE>
                                       16


                  (i)     that it has the power to enter into and perform this
                          letter, the Warrants and the Warrant Letters and it
                          has taken all necessary action to authorise the issue,
                          performance and delivery of those Warrants; and

                  (ii)    this letter, the Warrants and the Warrant Letters
                          will, when issued, constitutes its legal, valid and
                          binding obligation enforceable in accordance with its
                          terms.

         (c)      Toreador and each Obligor represents and warrants that
                  Trans-Dominion Holdings Limited, Madison (Turkey) Inc. and
                  Madison Oil Turkey Inc. are the legal and beneficial owners of
                  the Trinidadian Assets and the Turkish Assets respectively.

12.      LEGAL FEES

         (a)      For the avoidance of doubt, MEF acknowledges and agrees that
                  the Facility Agent's costs and expenses incurred in connection
                  with this letter, the Warrant Letters and any other
                  arrangement, new agreement or document contemplated by this
                  letter fall within Clause 23.1 (Initial and special costs),
                  and as such, MEF shall immediately on demand pay those costs
                  and expenses.

         (b)      The Facility Agent confirms that the payment of the legal fees
                  of Allen & Overy (the Facility Agent's legal adviser) incurred
                  in relation to this letter, the Warrant Letters and any other
                  arrangement, new agreement or document contemplated by this
                  letter shall constitute a Permitted Payment.

         (c)      The Obligors shall pay the Permitted Payment referred to in
                  paragraph (b) above as soon as possible after execution of
                  this letter from Gross Revenues to the extent any such amount
                  is available after the payment of any other Permitted Payments
                  (other than any referred to in paragraph (c)(i) of the
                  definition of Permitted Payment in Clause 1.1 (Definitions)).

         (d)      Toreador undertakes to pay the Allen & Overy Invoice by 31st
                  March, 2003 at the latest.

13.      EVENT OF DEFAULT

         If:

         (a)      any of the provisions of this letter are not complied with;

         (b)      any shares are not issued in accordance with the Warrants
                  issued and delivered in accordance with the Warrant Letters;

         (c)      Toreador does not issue, deliver and amend the strike price of
                  any of the Warrants in accordance with the Warrant Letters;

         (d)      the Merger Agreement or the Toreador Subordinated Revolving
                  Credit Agreement is terminated;

         (e)      the Voting Agreement is breached;

<PAGE>
                                       17


         (f)      the Forecast prepared as of 30th April, 2003 in accordance
                  with paragraph 5 (Forecasts) of this letter indicates that the
                  ratio of Relevant NPV to Total Indebtedness is less than
                  1.5:1;

         (g)      any representation and warranty in this letter is incorrect
                  when made or repeated; or

         (h)      there is any breach of the repayment schedule in paragraph 4
                  (Repayment) of this letter; or

         (i)      the Turkish Revenue Accounts (to the extent permitted by
                  Turkish law) and the Trinidadian Revenue Accounts are not
                  opened and/or Security Interests are not granted over those
                  accounts (to the extent permitted by Turkish law with regard
                  to the Turkish Revenue Accounts) in favour of the Facility
                  Agent by 30th April, 2003 in accordance with the provisions of
                  paragraph 7.4 (Turkish and Trinidadian Cashflow);

         then that event shall constitute an Event of Default under Clause 20
         (Default) and the Finance Parties may thereafter exercise all of their
         rights in respect thereof under the Finance Documents.

14.      DESIGNATION OF FINANCE DOCUMENTS

         Each of this letter, the Subordination and Support Agreement, each of
         the Warrants, the Warrant Letters and, if entered into in accordance
         with paragraph 7.8(c), the Toreador Guarantee is a Finance Document
         (and each is hereby designated as such by the Facility Agent and the
         Borrowers' Agent).

15.      CONDITIONS PRECEDENT

         (a)      The letter and the waivers set out herein shall only take
                  effect on the date on which the Agent has received an original
                  of this letter and the Second Warrant Letter duly executed by
                  all parties and has received (or waived receipt of):

                  (i)      board resolutions of each of the Obligors and
                           Toreador authorising the transactions contemplated by
                           and execution of this letter and the Second Warrant
                           Letter; and

                  (ii)     specimen signatures of the persons authorised to sign
                           this letter, the Second Warrant Letter and any other
                           documents connected to the Finance Documents on
                           behalf of the Obligors,

                  (all in form and substance satisfactory to the Facility Agent)
                  (such date being the "EFFECTIVE DATE").

         (b)      Toreador and each Obligor represents and warrants as at the
                  Effective Date that there is no Default outstanding.

16.      OTHER PROVISIONS

         (a)      Nothing in this letter shall affect any right of any Finance
                  Party, or any obligation of any Obligor, except as expressly
                  stated above, and each Obligor expressly confirms that all
                  such rights and obligations shall continue in full force and
                  effect except to the extent so stated.

<PAGE>
                                       18


         (b)      This letter does not create any right under the Contracts
                  (Rights of Third Parties) Act 1999 which is enforceable by any
                  person who is not a party to this letter.

         (c)      The Facility Agent acknowledges that Bank of Texas, N.A. has
                  the right to withhold any consents or approvals requested of
                  it by Toreador in its sole discretion for any or no reason and
                  on any or no grounds and that there is no third party
                  beneficiary relationship between the Facility Agent and Bank
                  of Texas, N.A.

         (c)      Toreador acknowledges and agrees to the provisions of Clause
                  28.3(b) (Changes to the Parties) - Procedures for Novations)
                  and irrevocably authorises the Facility Agent to execute any
                  duly completed Novation Certificate on its behalf.

         (d)      If a provision of this letter is or becomes illegal, invalid
                  or unenforceable in any jurisdiction, that shall not affect:

                  (i)      the legality, validity or enforceability in that
                           jurisdiction of any other provision of this letter;
                           or

                  (ii)     the legality, validity or enforceability, in other
                           jurisdictions of that or any other provision of this
                           letter.

         [(e)     Clauses 1.2 (Construction), 28.1 (Transfers by Obligors) and
                  32-37 (inclusive) shall apply to this letter as though set out
                  in full in this letter, except that:

                  (i)      references in those Clauses to the Credit Agreement
                           are to be construed as references to this letter;

                  (ii)     each reference to "Obligor" in Clauses 1.2
                           (Construction), 28.1 (Transfers by Obligors), 35
                           (Jurisdiction) and 37 (Waiver of Jury Trial) shall be
                           deemed to include Toreador; and

                  (iii)    the reference to "the Guarantor" in Clause 35.2(f)
                           (Service of Process) shall be deemed to include
                           Toreador.

Please countersign this letter (or a copy of it) where marked below to confirm
your agreement to its terms.

Yours faithfully,



/s/ Steven Funnell
------------------------------
ON BEHALF OF BARCLAYS BANK PLC
AS FACILITY AGENT



We agree with the above.


<PAGE>
                                       19




BORROWERS' AGENT



/s/ Douglas W. Weir
-----------------------------------------
ON BEHALF OF MADISON ENERGY FRANCE S.C.S.
Date:  April 11, 2003



BORROWERS




/s/ Douglas W. Weir
-----------------------------------------
ON BEHALF OF MADISON OIL COMPANY EUROPE
Date:  April 11, 2003



/s/ Douglas W. Weir
-----------------------------------------
ON BEHALF OF MADISON OIL FRANCE S.A.
Date:  April 11, 2003




/s/ Douglas W. Weir
-----------------------------------------
ON BEHALF OF MADISON ENERGY FRANCE S.C.S.
Date:  April 11, 2003


GUARANTORS



/s/ Douglas W. Weir
-----------------------------------------
ON BEHALF OF MADISON OIL COMPANY
Date:  April 11, 2003




/s/ Douglas W. Weir
-----------------------------------------
ON BEHALF OF MADISON PETROLEUM INC
Date:  April 11, 2003


<PAGE>
                                       20


/s/ Douglas W. Weir
-----------------------------------------
ON BEHALF OF MADISON OIL COMPANY EUROPE
Date:  April 11, 2003




/s/ Douglas W. Weir
-----------------------------------------
ON BEHALF OF MADISON OIL FRANCE S.A.
Date:  April 11, 2003




/s/ Douglas W. Weir
-----------------------------------------
ON BEHALF OF MADISON ENERGY FRANCE S.C.S.
Date:  April 11, 2003




/s/ Douglas W. Weir
-----------------------------------------
ON BEHALF OF MADISON (TURKEY) INC
Date:  April 11, 2003




/s/ Douglas W. Weir
-----------------------------------------
ON BEHALF OF MADISON OIL TURKEY INC
Date:  April 11, 2003



TOREADOR


/s/ Douglas W. Weir
-----------------------------------------
ON BEHALF OF TOREADOR RESOURCES CORPORATION
Date:  April 11, 2003


<PAGE>
                                       21



                  SCHEDULE 1 - FORM OF CASHFLOW RECONCILIATION


SOURCES OF FUNDS                                                     DESCRIPTION
          French Operations
          Turkish Operations
          Trinidadian Operations
          US (Toreador) Operations
          Other
                                                            =============

          Total

USES OF FUNDS

          FRENCH           OPEX

                           CAPEX

                           G&A

                           Madison Loan

                           Other

          TOTAL FRANCE

          TURKISH          OPEX

                           CAPEX

                           G&A

                           Madison Loan

                           Other

          TOTAL TURKEY

          TRINIDADIAN      OPEX

                           CAPEX

                           G&A

                           Madison Loan

                           Other

          TOTAL TRINIDAD

          US               OPEX

                           CAPEX

                           G&A

                           Madison Loan

                           Other

          Total US (Toreador)

          TOTAL USES OF FUNDS



<PAGE>
                                       22


                                   SCHEDULE 2

OUTSTANDING TARGET REPAYMENTS


<Table>
<Caption>
                                                                OUTSTANDING
                               TARGET           ACTUAL             TARGET
                              REPAYMENT        REPAYMENT         REPAYMENTS
MONTH                           (USD)            (USD)             (USD)
-----                         ---------        ---------        -----------
<S>                           <C>              <C>              <C>

November 2002                  450,000          300,000           150,000

December 2002                  450,000          150,000           300,000

January 2003                   400,000          150,000           250,000

February 2003                  500,000          400,000           100,000
</Table>