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                                                                   EXHIBIT 10.27


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

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

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

To:      Toreador Resources Corporation
         (the "TOREADOR")

                                                                  21 March, 2002


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 November, 2001 relating to the
merger of MOC with Toreador (the "MERGER 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.       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)      references to the Merger Agreement, the Voting Agreement, the
                  Toreador Subordinated Revolving Credit Agreement, the Toreador
                  Subordinated Revolving Credit Note and the Subordination and
                  Support Agreement are as each of those terms are defined in
                  the Merger Waiver Letter;

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         (e)      "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");

         (f)      "EQUITY ISSUE PROCEEDS RECEIPT DATE" means the date on which
                  Toreador or any of its subsidiaries has, since the date of
                  this letter, received Equity Issue Proceeds which in aggregate
                  equal or exceed $5,000,000;

         (g)      "FRENCH PERMITTED PAYMENTS" means:

                  (i)      the costs referred to in paragraphs (a)(i) and (b) of
                           the definition of "Permitted Payment" in the Credit
                           Agreement; and

                  (ii)    any general and administrative expenditure relating to
                          any Borrowing Base Interest, Borrowing Base Petroleum
                          or Borrowing Base Asset.

          (h)     "TRINIDADIAN PERMITTED PAYMENTS" means

                  (i)      the costs referred to in paragraph (a)(i) 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 Trinidadian Interest, Trinidadian
                           Petroleum and Trinidadian Asset);

                  (ii)     any taxes payable by Trans Dominion Holdings Ltd; and

                  (iii)    any general and administrative expenditure relating
                           to any Trinidadian Interest, Trinidadian Petroleum
                           and Trinidadian Asset.

         (i)      "TURKISH PERMITTED PAYMENTS" means:

                  (i)      the costs referred to in paragraph (a)(i) 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; and

                  (iii)    any general and administrative expenditure relating
                           to any Turkish Interest, Turkish Petroleum and
                           Turkish Asset.

         (j)      "TURKISH/TRINIDADIAN ASSET" means:

                  (i)     (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,


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                          (each a "TURKISH ASSET"); and

                  (ii)    the Bonasse oil field in Trinidad and Tobago and the
                          related Southwest Cedros Peninsular Exploration
                          Licence (the "TRINIDADIAN ASSET");

         (k)      "TURKISH/TRINIDADIAN INTEREST" means:

                  (i)     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 (the "TURKISH INTEREST"); and

                  (ii)    all of the Obligors' present and future interest in a
                          Trinidadian Asset and all agreements, facilities or
                          insurances relative to that Trinidadian Asset or to
                          Trinidadian Petroleum (the "TRINIDADIAN INTEREST");

         (l)      "TURKISH/TRINIDADIAN PETROLEUM" means:

                  (i)     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) ("TURKISH PETROLEUM"); and

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

         (m)      "WARRANT" means the warrants to be issued pursuant to the
                  Warrant Letter; and

         (n)      "WARRANT LETTER" means the warrant letter dated on or about
                  the date hereof between Toreador and the Arranger.

2.       Subject to the terms and conditions of this letter, Barclays Bank PLC,
         as Facility Agent confirms its consent to the merger of Toreador and
         MOC detailed in paragraph 2 of the Merger Waiver Letter and confirms
         that the Banks have agreed to waive the following Events of Default:

         (a)      the Events of Default detailed in paragraph 2 of the Merger
                  Waiver Letter;

         (b)      under paragraphs 12(f) and 12(C) of the Merger Waiver Letter
                  constituted by:

                  (i)     failure by the Obligors to deliver, in accordance with
                          paragraph 3(b) of the Merger Waiver Letter, evidence
                          satisfactory to the Facility Agent that the agreements
                          referred to in paragraph 3(b)(i) of the Merger Waiver
                          Letter have been duly executed by each party (other
                          than the Finance Parties) to the relevant agreement,
                          and a legal opinion in a form and substance
                          satisfactory to the Facility Agent in relation to each
                          of those agreements, on or before 15th January, 2002;
                          and

                  (ii)    failure by MOC to deliver, in accordance with
                          paragraph 9(a) of the Merger Waiver Letter, a
                          certified copy of each of the documents referred to
                          that paragraph within 2 Business Days of the date of
                          the Merger Waiver Letter;


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         (c)      the Event of Default detailed in paragraph 10(a) of the Merger
                  Waiver Letter; and

         (d)      under paragraph 13(b) of the Merger Waiver Letter, constituted
                  by failure by MOCE to procure, in accordance with paragraph
                  10(b) of the Merger Waiver Letter, that Madison Turkey has
                  transferred all of its assets, liabilities, business and
                  undertakings to MOTI, and that Madison Turkey has been wound
                  up and dissolved, by 15th January, 2002.

3.       The Obligors undertake to deliver to the Facility Agent, on or before
         31st March 2002:

         (a)      evidence satisfactory to the Facility Agent that the Merger
                  Agreement, the Voting Agreement, the Toreador Subordinated
                  Revolving Credit Agreement, the Toreador Subordinated
                  Revolving Credit Note and the Subordination and Support
                  Agreement have each been duly executed by each party (other
                  than the Finance Parties) to the relevant agreement; and

         (b)      a legal opinion from a reputable law firm in a form and
                  substance satisfactory to the Facility Agent in relation to
                  each of the agreements mentioned in paragraph (a) above.

4.       MOC undertakes to deliver to the Facility Agent, on or before 31st
         March 2002, a certified copy of each of the Merger Agreement, the
         Voting Agreement, the Toreador Subordinated Revolving Credit Agreement
         and the Toreador Subordinated Revolving Credit Note.

5.       MOCE undertakes to procure that, by no later than 31st October, 2002:

         (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.

6.       The Calculation Dates due to occur (in accordance with paragraph 6(a)
         of the Merger Waiver Letter) on 28th February, 2002 and (in accordance
         with the Credit Agreement) on 30th June, 2002 shall be consolidated and
         amended to be the earlier of:

         (a)      the date which is 21 days after the Facility Agent notifies
                  the Borrower's Agent that there has been an Event of Default
                  and that it requires a new Forecast to be prepared;

         (b)      the date which is 21 days after the date on which Toreador
                  fails to pay an amount in accordance with paragraph 12(b)
                  below;

         (c)      the date which is 21 days after the Equity Issue Proceeds
                  Receipt Date; and

         (d)      if by 10th October, 2002, none of the events in paragraphs
                  (a), (b) or (c) above have occurred, 31st October, 2002.

7.       The Repayment Dates due to occur (in accordance with paragraph 6(b)(i)
         of the Merger Waiver Letter) on 7th March, 2002 and (in accordance with
         Clause 6.1) on 7th July, 2002 shall be consolidated and amended to be:

         (a)      if paragraph 6(a), (b) or (c) above applies, 7 days after the
                  Calculation Date as determined in accordance with paragraph
                  6(a), (b) or (c) above (as the case may be); and


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         (b)      if paragraph 6(d) above applies, 7th November, 2002.

8.       If paragraph 6(a), (b) or (c) above apply, the Credit Agreement shall
         be deemed to be amended for that Calculation Date only as follows:

         (i)      the reference to "45 days" in Clause 16.2(a) (Preparation and
                  approval of Forecasts) shall be deemed to be a reference to
                  "21 days";

         (ii)     the reference to "28 days" in Clause 16.2(b) (Preparation and
                  approval of Forecasts) shall be deemed to be a reference to
                  "12 days";

         (iii)    in Clause 16.2(c) (Preparation and approval of Forecasts), the
                  words "7 days after the notification" shall be deleted and the
                  following words inserted in their place:

                  "5 days after the notification"; and

          (iv)    in Clause 16.2(c) (Preparation and approval of Forecasts), the
                  words "7 days after receipt of the draft Forecast" shall be
                  deleted and the following words inserted in their place:

                  "4 days after receipt of the draft Forecast".

 9.       (a)     For the Repayment Date arising after a Calculation Date
                  determined in accordance with paragraph 6(a), (b) and (d)
                  above only, the Credit Agreement shall be deemed to be amended
                  as follows in Clause 6.1(a)(ii)(B) (Repayment), the words "the
                  6-months' period ending on the last Calculation Date before
                  that Repayment Date" shall be deleted and the following words
                  inserted in their place:

                           "the period beginning on 31st July, 2001 and ending
                           on the last Calculation Date before that Repayment
                           Date"; and

         (b)      If, from the date of this letter until the next Calculation
                  Date, any amounts are received as contemplated under Clause
                  7.2(c) then Clause 7.2(d)(iii) (Mandatory prepayment), shall
                  be amended so that the words "the 6 months' period ending on
                  the next Calculation Date" shall be deleted and the following
                  words inserted in their place:

                           "the period beginning on 31st July, 2001 and ending
                           on the next Calculation Date".

         (c)      For the Calculation Date determined in accordance with
                  paragraph 6(c) above only, Clause 6.1 of the Credit Agreement
                  shall be deemed to be amended so that the amount the Borrowers
                  are required to repay pursuant to that Clause is the amount
                  required (if any) to ensure that Total Indebtedness does not
                  exceed the Borrowing Base Amount for the time being ("EQUITY
                  PREPAYMENT AMOUNT").

10.      (a)      Toreador undertakes in favour of the Banks and MOC to pay to
                  MOC (and for the avoidance of doubt MOC undertakes to pay to
                  the Facility Agent) and the Banks an amount equal to the
                  Equity Prepayment Amount so that the Obligors may comply with
                  their repayment obligations under the Credit Agreement (as
                  amended by this letter and in particular paragraph 9(c)
                  above).


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         (b)      Toreador agrees that any payment made to MOC pursuant to
                  paragraphs 10(a) above and 14(g) below shall be "Junior Debt"
                  for the purposes of the Subordination and Support Agreement.
                  MOC agrees that any payment made pursuant to paragraphs 10(a)
                  above and 14(g) below shall be "Junior Debt" for the purposes
                  of the Subordination Agreement dated 30th March, 2001 between
                  members of the Madison group as debtors, the Facility Agent
                  and MOF, MOC, MOCE and MPI.

11.      Paragraph 7 of the Merger Waiver Letter shall not apply on and from the
         date of this letter.

12.      (a)      Subject to paragraphs (c) and (d) below, MOC agrees not to
                  deliver a Notice of Borrowing (as that term is defined in the
                  Toreador Subordinated Revolving Credit Agreement) to Toreador
                  for an Advance (as that term is defined in the Toreador
                  Subordinated Revolving Credit Agreement) under Clauses 2.1(a)
                  and (c) of the Toreador Subordinated Revolving Credit
                  Agreement of an amount which would cause the aggregate of all
                  Advances (as that term is defined in the Toreador Subordinated
                  Revolving Credit Agreement) then outstanding to Toreador under
                  Clause 2.1(c) to exceed $2,000,000.

         (b)      Subject to paragraphs (c) and (d) below, Toreador agrees to
                  pay to the Facility Agent on each date set out in Part A of
                  Schedule 1 to this letter (each a "PAYMENT DATE") an amount
                  equal to or exceeding the amount set out opposite the relevant
                  Payment Date in Part A of Schedule 1 to this letter (each a
                  "REQUIRED PAYMENT").

         (c)      Paragraphs (a) and (b) above shall not apply after the date on
                  which a Calculation Date determined in accordance with
                  paragraph 6(a), (b), (c) or (d) above has occurred and if on
                  the Repayment Date after that Calculation Date Total
                  Indebtedness (after any payments to be made under the Finance
                  Documents on that Repayment Date have been made) does not
                  exceed the Borrowing Base Amount for the time being.

         (d)      Paragraphs (a) and (b) above shall not apply after the date on
                  which the aggregate of all amounts paid to the Facility Agent
                  in accordance with paragraph (b) above exceeds $3,000,000 less
                  amounts received by the Facility Agent up till the date of
                  this letter under the Toreador Subordinated Revolving Credit
                  Facility.

         (e)      Toreador and MOC agree that no Notice of Borrowing (as that
                  term is defined in the Toreador Subordinated Revolving Credit
                  Agreement) shall be required in respect of Required Payments.

         (f)      An amount equal to each Required Payment paid by Toreador to
                  the Facility Agent in accordance with paragraph (b) above
                  shall be deemed to be:

                  (i)      an Advance (as that term is defined in the Toreador
                           Subordinated Revolving Credit Agreement) by Toreador
                           to MOC under Clauses 2.1(a) and (b) of the Toreador
                           Subordinated Revolving Credit Agreement; and

                  (ii)     a non-interest bearing loan repayable (subject to the
                           Subordination Agreement dated 30th March, 2001
                           between the Borrowers (as Debtors), Barclays Bank PLC
                           (as Facility Agent) and MOC, Madison Oil Company
                           Europe, Madison Petroleum Inc and Madison Oil France
                           S.A. (as Junior Creditors)) on demand shall be deemed
                           to have been made by MOC to the Borrowers (or a loan
                           on such other as are terms agreed by MOC and the
                           Borrowers (in any case subject to the Subordination
                           Agreement dated 30th March, 2001 referred to above).


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         (g)      Notwithstanding Clause 7.7(e) (Miscellaneous provisions),
                  payment of each Required Payment shall be deemed to be a
                  prepayment of Loans by the Borrowers in an aggregate principal
                  amount equal to the relevant Required Payment, to be applied
                  against firstly Tranche B Loans and secondly Tranche A Loans
                  (and Clauses 7.7(b) and (c) (Miscellaneous provisions) shall
                  apply to any such prepayment).

13.      The Credit Agreement is deemed to be amended as follows:

         (a)      if the Borrowers repay or prepay any loan outstanding under
                  Tranche A or Tranche B, 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;

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

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

14.

         (a)      Without prejudice to the Obligors obligations under the Credit
                  Agreement, MOTI, Madison Turkey, Madison Oil Company Inc and
                  MCE shall pay, and Toreador shall procure that MOTI, Madison
                  Turkey, Madison Oil Company Inc and MCE pay:

                  (i)      the gross proceeds (without any deductions
                           whatsoever) of any disposal of Turkish/Trinidadian
                           Petroleum and Borrowing Base Petroleum;

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

                  (iii)   any other amount payable to MOTI, Madison Turkey,
                          Madison Oil Company Inc and MCE in respect of any
                          Turkish/Trinidadian Petroleum or any Borrowing Base
                          Petroleum, Turkish/Trinidadian Interest or Borrowing
                          Base Interest or Turkish/Trinidadian Asset or
                          Borrowing Base Asset except to the extent it is
                          payable under insurances in respect of liabilities to
                          third parties, seepage, pollution or the cost of
                          control of wells,

                  (the amounts being attributable to Borrowing Base Petroleum,
                  Borrowing Base Interest or Borrowing Base Asset being "French
                  Revenue", Turkish Petroleum, Turkish Interest and Turkish
                  Asset being "Turkish Revenue" and the amounts being
                  attributable to Trinidadian Petroleum, Trinidadian Interest
                  and Trinidadian Asset being "Trinidadian Revenue",

                  LESS

                  (A) in the case of Trinidadian Revenue, Trinidadian Permitted
                  Payments for that month ("NET TRINIDADIAN REVENUE"); and


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                  (B) in the case of Turkish Revenue, Turkish Permitted Payments
                  for that month ("NET TURKISH REVENUE"),

                  directly to the Dollar Revenue Account, unless any such amount
                  is received in another currency, in which case (where
                  applicable) MOTI, Madison Turkey, MCE and Madison Oil Company
                  Inc shall, and Toreador shall procure that MOTI, Madison
                  Turkey, MCE or Madison Oil Company Inc. shall, immediately
                  upon receipt convert that amount to Dollars and pay them
                  directly to the Dollar Revenue Account;

         (b)      The Borrowers shall on the last day of each month apply an
                  amount equal to the aggregate of French Revenue less French
                  Permitted Payments, Net Trinidadian Revenue and Net Turkish
                  Revenue received during that month paid during that month in
                  prepayment of the Loans (to be applied against first, Tranche
                  B Loans and secondly, against Tranche A Loans);

         (c)      It shall constitute an Event of Default if in any Quarter
                  Period (as specified in Schedule 3) the amounts applied in
                  prepayment of the Loans under this paragraph 14 is less than
                  the amount specified in Schedule 3 for that Quarter Period;

         (d)      The Borrowers obligations to prepay the Loans under this
                  paragraph 14 shall cease on the later to occur of the date on
                  which (i) an amount equal to the Total Minimum Cashflow Amount
                  (as referred to in Schedule 3) is applied in prepayment of the
                  Loans under and in accordance with this paragraph 14 and (ii)
                  Total Indebtedness does not exceed the Borrowing Base Amount
                  for the time being;

         (e)      paragraph (i) of Clause 19.22 (Capital expenditure), shall not
                  apply;

         (f)      the Obligors shall procure that no Obligor shall make, nor
                  incur any obligation or liability for or in respect of any
                  capital expenditure except for capital expenditure detailed in
                  Schedule 2 to this letter and then only to the extent that
                  amounts are received from Toreador to fund such expenditure in
                  accordance with paragraph (g) below;

         (g)      Toreador agrees to pay to MOC in each of the periods permitted
                  for payment referred to in Schedule 2 an amount equal to that
                  specified for such period permitted for payment. MOC shall and
                  shall procure that an amount equal to those amounts so
                  received shall be applied towards the item of expenditure to
                  which such amount relates. MOC shall provide to the Facility
                  Agent all information that it may request to verify such
                  application. MOC may request that the Facility Agent agree to
                  an amendment to the period permitted for payment if it
                  provides reasonable evidence demonstrating that an amount
                  relating an item of expenditure is not required in the
                  specified period permitted for payment;

         (h)      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):

                  (i)     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/Trinidadian Asset;
                          and


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                  (ii)    any other information relating to a
                          Turkish/Trinidadian Asset that could change the
                          expected capital expenditures detailed in Schedule 2
                          to this letter or impose any additional material
                          liability on the Obligors; and.

         (i)      promptly deliver 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, Trinidadian Permitted Payment or Turkish Permitted
                  Payment.

15.      The Obligors agree to procure that Trans Dominion Holdings Ltd:

         (a)      promptly notifies the Facility Agent when Trans Dominion
                  Holdings Ltd enters into any agreement relating to the
                  Trinidadian Asset, the Trinidadian Interest or any Trinidadian
                  Petroleum ("RELEVANT AGREEMENT");

         (b)      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

         (c)      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.

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

                  (i)      that the arrangements contemplated by this letter do
                           not in any way affect the guarantee and undertakings
                           given by it under Clause 15 (Guarantee); and

                  (ii)     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 and any intermediate
                           payments or discharge in whole or in part (including,
                           without limitation, the prepayments deemed under
                           paragraph 12(h) above).

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

                  (i)      that the arrangements contemplated by this letter do
                           not in any way affect any of the Finance Documents;
                           and

                  (ii)     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.

         (c)      Each Obligor makes the following representations and
                  warranties to each Finance Party in respect of this letter:


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

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

         (d)

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

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

                  (B)      this letter, the Warrants and the Warrant Letter
                           will, when issued, constitutes its legal, valid and
                           binding obligation enforceable in accordance with its
                           terms; and

         (ii)     (A)      Toreador undertakes to and shall procure that is
                           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; and

                  (B)      Toreador shall not incur any expenditure in
                           connection with the Black Sea Seismic Project without
                           the Arranger's prior written consent.

         (iii)    The obligations of Toreador to make payments under and in
                  connection with this letter are absolute, irrevocable and
                  unconditional and shall not be affected by:

                  (A)      the existence of any dispute, claim, counter-claim,
                           set-off, defence or other right which Toreador may
                           have at any time against any Finance Party or MOC,
                           whether in connection herewith or otherwise;

                  (B)      the bankruptcy, insolvency, reorganisation, winding
                           up, dissolution or liquidation, or any change in the
                           status, function, control or ownership of any Obligor
                           or Toreador or the occurrence of any other proceeding
                           as a result of such bankruptcy;

                  (C)      any sale, transfer or other disposition by Toreador
                           of any direct or indirect interest it may have in any
                           Obligor; and

                  (D)      any of the obligations of Toreador under or in
                           connection with this letter being or becoming
                           illegal, invalid or unenforceable in any respect.

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


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         (b)      Notwithstanding any provision of this Waiver Letter and
                  without prejudice to the obligations of any Obligor to repay
                  or prepay any amount in accordance with the Credit Agreement
                  or this letter, the Borrowers may not prepay or repay any Loan
                  without the prior written consent of the Agent (acting on the
                  instructions of the Banks) if, as a result of such prepayment
                  or repayment the aggregate amount of all Loans outstanding at
                  that time would be less than $5,000,000.

18.      (a)      For the avoidance of doubt, MEF acknowledges and agrees that
                  the Facility Agent's costs and expenses incurred in connection
                  with this letter and the agreements referred to in paragraph
                  15 above 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 or in connection with the
                  arrangements contemplated by it 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
                  have been paid (other than any referred to in paragraph (c)(i)
                  of the definition of Permitted Payment in Clause 1.1
                  (Definitions)).

         (d)      Any breach of Clause 16.2(b) (Preparation and approval of
                  Forecasts) constituted by failure of the Technical Agent to
                  notify the Borrower's Agent, not later than 28 days before the
                  Redetermination Date determined in accordance with paragraph
                  6(a) of the Merger Waiver Letter, of the Assumptions to be
                  used in the preparation of the Forecast is hereby waived.

19.      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 under paragraph 16 above;

         (c)      Toreador does not agree the form of warrants or pay the Cash
                  Sum as that term is defined in the Warrant Letter) on or
                  before 17th May 2002; or

         (d)      any representation and warranty in paragraph 17 above is
                  incorrect when made or repeated,

         then:

         (A)      the consent to the merger of Toreador and MOC detailed in
                  paragraph 2 of the Merger Waiver Letter shall be revoked;

         (B)      the Events of Default detailed in paragraph 2 above shall no
                  longer be waived; and

         (C)      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.

                                       11

<PAGE>


20.      This letter, each of the Warrants and the Warrant Letter are a Finance
         Document (and each are hereby designated as such by the Facility Agent
         and the Borrowers' Agent).

21.      The letter and the waivers set out herein shall only take effect on the
         date of receipt by the Agent of each of the following documents (in
         form and substance satisfactory to the Facility Agent):

         (a)      duly executed original of the amended and restated
                  supplemental Fee Letter;

         (b)      duly executed original of the Warrant Letter; and

         (c)      an original of this letter duly executed copy of this letter
                  by all parties hereto.

22.      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.

23.      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.

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

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

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

25.      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:

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

         (b)      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

         (c)      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


                                       12

<PAGE>


We agree with the above.

BORROWERS' AGENT

 /s/ DOUGLAS W. WEIR
----------------------------------------------
ON BEHALF OF MADISON ENERGY FRANCE S.C.S.
Date:  4/4/02



BORROWERS

 /s/ DOUGLAS W. WEIR
----------------------------------------------
ON BEHALF OF MADISON OIL COMPANY EUROPE
Date:  4/4/02

 /s/ DOUGLAS W. WEIR
----------------------------------------------
ON BEHALF OF MADISON OIL FRANCE S.A.
Date:  4/4/02

 /s/ DOUGLAS W. WEIR
----------------------------------------------
ON BEHALF OF MADISON ENERGY FRANCE S.C.S.
Date:  4/4/02



GUARANTORS

 /s/ DOUGLAS W. WEIR
----------------------------------------------
ON BEHALF OF MADISON OIL COMPANY
Date:  4/4/02

 /s/ DOUGLAS W. WEIR
----------------------------------------------
ON BEHALF OF MADISON PETROLEUM INC
Date:  4/4/02


                                       13

<PAGE>


 /s/ DOUGLAS W. WEIR
----------------------------------------------
ON BEHALF OF MADISON OIL COMPANY EUROPE
Date:  4/4/02


 /s/ DOUGLAS W. WEIR
----------------------------------------------
ON BEHALF OF MADISON OIL FRANCE S.A.
Date:  4/4/02


 /s/ DOUGLAS W. WEIR
----------------------------------------------
ON BEHALF OF MADISON ENERGY FRANCE S.C.S.
Date:  4/4/02


 /s/ DOUGLAS W. WEIR
----------------------------------------------
ON BEHALF OF MADISON (TURKEY) INC
Date:  4/4/02


 /s/ DOUGLAS W. WEIR
----------------------------------------------
ON BEHALF OF MADISON OIL TURKEY INC
Date:  4/4/02



TOREADOR

 /s/ DOUGLAS W. WEIR
----------------------------------------------
ON BEHALF OF TOREADOR RESOURCES CORPORATION
Date:  4/4/02


                                       14


<PAGE>


                                   SCHEDULE 1

                                     PART A

                            MINIMUM PAYMENT SCHEDULE



<TABLE>
<CAPTION>
   PAYMENT DATE                               REQUIRED PAYMENT

<S>                                           <C>
   1. 28th March, 2002                        $300,000

   2. On the 28th day of each of April, May,  $200,000
      July and August, 2002

   3. On the 28th Day of each of October and  $75,000
      November, 2002

   4. On the 28th day of each of June,        An amount calculated as
      September and December, 2002            follows:

                                              TQP - A

                                              where:

                                              TQP = the total quarterly payment
                                                    for that month (as  set out
                                                    in Part B of this
                                                    Schedule); and

                                              A =   the aggregate of the amounts
                                                    paid in accordance with 2
                                                    and 3 above.
</TABLE>


                                       15


<PAGE>


                                     PART B

                            TOTAL QUARTERLY PAYMENTS



<TABLE>
<CAPTION>
        MONTH                                       TOTAL QUARTERLY PAYMENT
        <S>                                         <C>
        June, 2002                                  $650,000

        September, 2002                             $600,000

        December, 2002                              $250,000
</TABLE>


                                       16


<PAGE>


                                   SCHEDULE 2

                         AUTHORISED CAPITAL EXPENDITURE


<TABLE>
<CAPTION>
                                       PERIOD PERMITTED FOR PAYMENT

        ITEM OF                        From date of         1st April -      1st July - 30th     1st October -
        EXPENDITURE                    this letter to       30th June,       September,          31st December,
                                       31st March, 2002     2002             2002                2002
<S>                                    <C>                  <C>              <C>                 <C>
        Trinidad capital expenditure         Nil            $ 650,000               Nil                 Nil

        Zeynel 15 and Cendere 19             Nil            $ 670,000         $ 150,000           $  20,000
        capital expenditure and
        seismic studies

        Thrace Basin capital                 Nil            $ 400,000         $ 660,000           $ 500,000
        expenditure

        Boyabat capital expenditure          Nil                  Nil         $ 225,000           $ 225,000

        French capital expenditure*    $ 282,875            $ 602,928         $ 346,667                 Nil
</TABLE>


         * =  Courtney 58 new drill, CR17 re-entry, SF119 re-entry, SF47B
              re-drill, CHUR39 re-entry and CR56 re-entry.


                                       17

<PAGE>


                                   SCHEDULE 3

                                MINIMUM CASHFLOW

                                 QUARTER PERIOD


<TABLE>
<CAPTION>
                            1st Feb - 31st     1st April -     1st July - 30th      1st October -
                            March, 2002        30th June,      September,           31st December,
                                               2002            2002                 2002
        <S>                 <C>                <C>             <C>                  <C>
        FRENCH CASHFLOW      $ 300,000         $   900,000      $   900,000         $   825,000

        TURKISH CASHFLOW     $ 450,000         $   450,000      $   450,000         $   600,000

        AGGREGATE AMOUNTS    $ 750,000         $ 1,350,000      $ 1,350,000         $ 1,425,000

        TOTAL MINIMUM
        CASHFLOW AMOUNT                                                             $ 4,875,000
</TABLE>



                                       18