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                                                                   EXHIBIT 10.28

                            [On Barclays' letterhead]


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
         (the "TOREADOR")

                                                              [ ] December, 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 8th November, 2001 relating to
the merger of MOC with Toreador (the "MERGER WAIVER LETTER") and to a waiver and
consent letter dated 21 March, 2002 relating to various issues (the "MARCH
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)      "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


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                  preferred stock or subordinated loan stock or any other
                  similar instrument) (the "EQUITY ISSUE");

         (e)      "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;

         (f)      "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;

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

         (h)      "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.

         (i)      "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;

         (j)      "SURPLUS SALES 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 after deduction of any amounts thereof required by
                  the Bank of Texas to be paid to them in repayment of
                  outstanding loans to Toreador;

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

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

         (m)      "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;

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

         (o)      "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


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                           that definition shall be construed as a reference to
                           Trinidadian Interest, Trinidadian Petroleum and
                           Trinidadian Asset);

                  (ii)     any taxes that are attributable to the Trinidadian
                           Asset and are payable by Trans Dominion Holdings
                           Limited or any other member of the Toreador Group;
                           and

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

         (p)      "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;

         (q)      "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;

         (r)      "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,

                           (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");

         (s)      "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");

         (t)      "TURKISH/TRINIDADIAN PETROLEUM" means:


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                  (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");

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

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

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

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:

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

         (b)      all currently outstanding breaches of Clause 16 (Forecasts),
                  as amended by the March Waiver Letter;

         (c)      all currently outstanding breaches of Clause 19.4
                  (Notification of Default);

         (d)      all currently outstanding breaches of Clause 19.5 (Compliance
                  Certificates); and

         (e)      failure by Toreador to issue and deliver Warrants to Barclays
                  Nominees (Branches) Limited in accordance with the Warrant
                  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;


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         (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 and the March Waiver Letter and all the parties to this
         letter agree that the Merger Waiver Letter and the March Waiver Letter
         shall be terminated and of no further effect (save in relation to the
         waivers granted under those letters).

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:

         (a)      the Borrowers shall on the last Business Day of each month
                  commencing on 31st December, 2002 repay an amount of the Loans
                  equal to the greater of:

                  (i)      $300,000 (in the case of 31st December, 2002),
                           $150,000 (in the case of 31st January, 2003),
                           $400,000 (in the case of any other month); and

                  (ii)     the aggregate of French Revenue, Turkish Revenue and
                           Trinidadian Revenue received during that month less
                           French Permitted Payments, Turkish Permitted Payments
                           and Trinidadian Permitted Payments (as such terms are
                           defined in paragraph 7.5 (Turkish and Trinidadian
                           Revenue)) .

         (b)      Toreador agrees to pay to the Facility Agent on the last day
                  of each month an amount sufficient to ensure that the
                  Borrowers have sufficient funds to comply with their repayment
                  obligations under sub paragraph (a) above.

         (c)      Toreador and each Obligor agrees to use best endeavours to
                  procure that further amounts are applied in repayment of the
                  Loans so as to ensure that the Loans are repaid by a minimum
                  of $400,000 on the last Business Day of January, 2003,
                  $500,000 on the last Business Day of February, 2003 and March,
                  2003 and $400,000 on the last Business Day of any other month
                  (the "TARGET REPAYMENT").

         (d)      Toreador and each Obligor agrees to use best endeavours to
                  procure that, in addition to the repayments referred to in sub
                  paragraphs (a) and (c) above, the Loans are repaid as soon as
                  reasonably practicable by a further amount equal to $300,000
                  (in relation to the November, 2002 and December, 2002
                  repayments) plus any subsequent shortfalls in the Target
                  Repayment in any months.

4.2      TERM OF SUSPENSION


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         Clause 6.1 (Repayment) shall be suspended until such time as (i) the
         then applicable Forecast prepared after the date of this letter in
         accordance with Clause 16 (Forecasts) of the Credit Agreement and
         paragraph 5 (Forecasts) of this letter indicates a Relevant NPV to
         Total Indebtedness of 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, any Obligor receives any
         Turkish Capital Repatriation, the Borrowers shall apply an amount equal
         to that 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
         prepayment of the Loans (and Clause 7.7(b) (Miscellaneous provisions)
         shall apply to any such prepayment).

4.4      ASSET SALE PROCEEDS PREPAYMENT

         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 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, if any member of the
                  Toreador Group sells or transfer any of its interest in the
                  Trinidadian Assets (either directly or indirectly, including
                  by way of share sale), Toreador agrees to pay to the Facility
                  Agent an amount equal to the net sale proceeds of such sale
                  and such payment shall be deemed to be a prepayment of Loans
                  by the Borrowers in an aggregate principal amount equal to the
                  net sale proceeds (and Clause 7.7(b) (Miscellaneous
                  provisions) shall apply to any such prepayment).

         (b)      No member of the Toreador 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.

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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                                       7


                           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.

6.       INFORMATION COVENANTS

6.1      STRATEGIC PLAN

         (a)      Toreador shall by no later than 31st January, 2003 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 four options outlined in the Strategic Plan;

                  (ii)     Toreador's assessment of the likelihood of each
                           option referred to above coming to fruition by 31st
                           March, 2003; and

                  (iii)    details of any other option being pursued by Toreador
                           with a view to restoring a Relevant NPV to Total
                           Indebtedness of not less than 1.5:1 by 31st March,
                           2003.

         (b)      Toreador shall immediately notify the Facility Agent if it
                  becomes aware that any of the four 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 31st March,
                  2003, providing reasonable detail of the particular event or
                  circumstances and (without prejudice to sub paragraph (a)
                  above), within seven days of such notification, an updated
                  Strategic Plan.

6.2      CASHFLOW FORECASTS

         (a)      On or before 31st December, 2002, Toreador shall provide to
                  the Facility Agent a detailed cashflow forecast for all of the
                  Toreador Group's operations for 2003 and shall notify the
                  Facility Agent of any events or circumstances that are likely
                  to cause


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                  a deviation from the forecast cashflow 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
                  Turkish Capital Repatriation (and the amount thereof that is
                  to be reinvested in Turkey solely for the purposes of
                  maximising future Turkish Capital Repatriations) or 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 shall make, nor
                  incur any obligation or liability for or in respect of any
                  capital expenditure outside of the United States except for
                  (i) capital expenditure that a prudent operator would expend
                  to maintain (rather than develop) the relevant assets; or (ii)
                  capital expenditure that is funded from free cash that is
                  available to the Toreador Group after making all of the
                  repayments to the Finance Parties contemplated under paragraph
                  4 (Repayment) of this letter and all other payments required
                  to be made to Bank of Texas.

         (b)      Toreador shall by no later than 10th January, 2003 provide to
                  the Facility Agent a capital expenditure budget for the first
                  half of 2003 for all of the Toreador Group's operations that
                  is in form and substance satisfactory to the Facility Agent.

         (c)      Toreador shall within ten 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 to this letter), reconciling the
                  sources of funds and uses of funds and including details of
                  that month's capital expenditures.

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

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


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                                       9


         (a)      Toreador shall use best endeavours to maximise Equity Issue
                  Proceeds in the period to 31st March, 2003 and shall consult
                  with the Facility Agent regarding the proportion of those
                  proceeds that are to be applied in prepayment of the Loans.

         (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      TOREADOR GUARANTEE

         Toreador shall, by 17th January, 2003, enter into the Toreador
         Guarantee in form and substance satisfactory to the Facility Agent and
         procure that by the same date a legal opinion relating thereto is
         delivered to the Facility Agent from a reputable law firm in form and
         substance satisfactory to the Facility Agent.

7.5      TURKISH AND TRINIDADIAN CASHFLOW

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

                  (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 MOC shall, and
                  Toreador shall procure that MOTI, Madison Turkey, MCE or MOC
                  shall, immediately upon receipt convert that amount to Dollars
                  and pay them directly to the Dollar Revenue Account.


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                                       10


         (b)      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

                  (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.

         (c)      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.

7.6      TRANS DOMINION HOLDINGS LIMITED

         (a)      Toreador and the Obligors agree 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 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.

         (b)      Toreador and the Obligors agree 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 Asset, the Trinidadian
                           Interest or any Trinidadian Petroleum ("RELEVANT
                           AGREEMENT");

                  (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.

7.7      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.


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                                       11


(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.

7.8      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.

8.       CHARACTERISATION OF TOREADOR PAYMENTS

         (a)      Toreador agrees that any payment made or deemed made to MOC by
                  Toreador pursuant to this 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 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 and for the
                  avoidance of 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)).

         (c)      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:

                  (i)      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;

                  (ii)     the bankruptcy, insolvency, reorganisation, winding
                           up, dissolution or liquidation, or any change in the
                           status, function, control or ownership of any


<PAGE>
                                       12



                           Obligor or Toreador or the occurrence of any other
                           proceeding as a result of such bankruptcy;

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

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

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.".

10.      CONFIRMATIONS

10.1     GUARANTEES


<PAGE>
                                       13


         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, the Toreador Guarantee and each time it issues a
                  Warrant, that:

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


<PAGE>
                                       14


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

12.      WARRANTS

         Toreador and the Arranger confirms and agrees that:

         (a)      the Warrant Letter shall be amended such that the date for
                  delivery and issue of the Warrants under paragraphs 1 and 2 of
                  the Warrant Letter shall be 31st December, 2002 and Toreador
                  shall issue the warrant to Barclays Nominees (Branches)
                  Limited or such other person or persons as the Facility Agent
                  may require;

         (b)      each Warrant shall be in such form as the Facility Agent may
                  require (acting reasonably);

         (c)      as amended by sub paragraph (a) above, the Warrant Letter
                  remains in full force and effect.

13.      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 Letter, the Toreador Guarantee
                  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 Letter, the Toreador
                  Guarantee 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)).

14.      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 Letter;

         (c)      Toreador does not issue and deliver any of the Warrants on or
                  before 20th December, 2002;

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


<PAGE>
                                       15


         (e)      the Voting Agreement is breached;

         (f)      the Facility Agent is not satisfied with the substance of any
                  update or notification provided to it under paragraph 6.1
                  (Strategic Plan);

         (g)      Clause 6.1 of the Credit Agreement is not reinstated by 31st
                  March, 2003 in accordance with paragraph 4.2 (Term of
                  Suspension);

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

         (i)      there is any breach of the repayment schedule in paragraph 4
                  (Repayment) of this letter,

         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.

15.      DESIGNATION OF FINANCE DOCUMENTS

         This letter, the Toreador Guarantee, the Subordination and Support
         Agreement, each of the Warrants and the Warrant Letter are a Finance
         Document (and each is hereby designated as such by the Facility Agent
         and the Borrowers' Agent).

16.      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 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

                  (ii)     specimen signatures of the persons authorised to sign
                           this 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.

17.      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.

         (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.


<PAGE>
                                       16


         (c)      Toreador acknowledges and agrees to the provisions of Clause
                  28 (Changes to the Parties) 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/ Ashley Jay
------------------------------
ON BEHALF OF BARCLAYS BANK PLC
AS FACILITY AGENT



We agree with the above.

BORROWERS' AGENT


/s/ Douglas W. Weir
-----------------------------------------
ON BEHALF OF MADISON ENERGY FRANCE S.C.S.
Date: 12/31/02




<PAGE>
                                       17


BORROWERS



/s/ Douglas W. Weir
-----------------------------------
ON BEHALF OF MADISON OIL COMPANY EUROPE
Date: 12/31/02


/s/ Douglas W. Weir
-----------------------------------
ON BEHALF OF MADISON OIL FRANCE S.A.
Date: 12/31/02



/s/ Douglas W. Weir
-----------------------------------
ON BEHALF OF MADISON ENERGY FRANCE S.C.S.
Date: 12/31/02


GUARANTORS


/s/ Douglas W. Weir
-----------------------------------
ON BEHALF OF MADISON OIL COMPANY
Date: 12/31/02



/s/ Douglas W. Weir
-----------------------------------
ON BEHALF OF MADISON PETROLEUM INC
Date: 12/31/02



/s/ Douglas W. Weir
-----------------------------------
ON BEHALF OF MADISON OIL COMPANY EUROPE
Date: 12/31/02



/s/ Douglas W. Weir
-----------------------------------
ON BEHALF OF MADISON OIL FRANCE S.A.
Date: 12/31/02





<PAGE>
                                       18



/s/ Douglas W. Weir
-----------------------------------
ON BEHALF OF MADISON ENERGY FRANCE S.C.S.
Date: 12/31/02



/s/ Douglas W. Weir
-----------------------------------
ON BEHALF OF MADISON (TURKEY) INC
Date: 12/31/02


/s/ Douglas W. Weir
-----------------------------------
ON BEHALF OF MADISON OIL TURKEY INC
Date: 12/31/02



TOREADOR

/s/ Douglas W. Weir
-----------------------------------
ON BEHALF OF TOREADOR RESOURCES CORPORATION
Date: 12/31/02


<PAGE>

                                       19



                  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