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                                                                   EXHIBIT 10.29

                            [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")

                                                                  25 March, 2003


WAIVER AND CONSENT - VARIOUS ISSUES

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

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

1.       INTERPRETATION

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

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

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

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

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

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

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

         (f)      "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");

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

         (h)      "JANUARY NPV" means $9,882,016, as determined in the forecast
                  dated 30th January, 2003

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

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

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

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

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

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

         (o)      "SURPLUS SALE PROCEEDS" means, in relation to any US asset of
                  the Toreador Group, the net sale proceeds paid to or to the
                  order of any member of the Toreador Group from the sale of
                  that asset after deduction of any amounts thereof required by
                  the Bank of Texas to be paid to them in repayment of
                  outstanding loans to Toreador;

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

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


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

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

         (t)      "TRINIDADIAN PERMITTED PAYMENTS" means

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

                           (a)  exploration and appraisal expenditure;

                           (b)  general and administrative expenditure; or

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

                           payable by Trans Dominion Holdings Limited, as
                           applicable, to the extent the Majority Banks
                           expressly agree or require in writing (but not
                           further or otherwise)

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

         (u)      "TRINIDADIAN REVENUE" means

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

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

                  (iii)    any other amount payable to Trans Dominion Holdings
                           Limited and MOC in respect of any Trinidadian
                           Petroleum, Trinidadian Interest or Trinidadian Asset.

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

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


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         (x)      "TURKISH PERMITTED PAYMENTS" means:

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

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

                  (iii)    any:

                           (a)      exploration and appraisal expenditure;

                           (b)      general and administrative expenditure; or

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

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

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

         (y)      "TURKISH REVENUE" means:

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

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

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

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

         (aa)     "TURKISH/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


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

         (bb)     "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");

         (cc)     "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");

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

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

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

2.       WAIVERS AND CONSENTS

2.1      WAIVER OF BREACHES OF FINANCE DOCUMENTS

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

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

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

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

2.2      MERGER WAIVER AND CONSENT


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

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

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

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

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

3.       CONSOLIDATION OF WAIVER LETTERS

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

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 of March
                  2003 and April, 2003, repay an amount of the Loans equal to
                  the greater of:

                  (i)      $400,000; and

                  (ii)     the aggregate of:

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

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

4.2      TERM OF SUSPENSION


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

         (a)      the first Business Day of May, 2003; or

         (b)      such time as (i) the ratio of the January 2003 NPV to Total
                  Indebtedness is not less than 1.5:1; and (ii) the outstanding
                  Loans do not exceed the Total Commitments.

4.3      TURKISH CAPITAL REPATRIATION PREPAYMENT

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

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

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

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

4.4      ASSET SALE PROCEEDS PREPAYMENT

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

4.5      TRINIDADIAN ASSET SALES PREPAYMENT

         (a)      Subject to sub paragraph (b) below and to paragraph 7.8(a)(iv)
                  (Restrictions under Bank of Texas Loan Agreement), if MOC or
                  any Obligor sells or transfers any of its interest in the
                  Trinidadian Assets (either directly or indirectly, including
                  by way of share sale)(the relevant company that receives such
                  monies being referred to in this paragraph 4.5 as the
                  "recipient") :

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

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


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

         (b)      No member of the 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 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


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                                       9


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

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

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

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

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

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

6.2      CASHFLOW FORECASTS

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

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

6.3      OTHER INFORMATION

         Toreador shall promptly notify the Facility Agent:

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

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

7.       COVENANTS

7.1      CAPITAL EXPENDITURE RESTRICTIONS


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         (a)      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 (i) capital expenditure that a
                  prudent operator would expend to maintain (rather than
                  develop) the relevant assets; or (ii) (with the consent of the
                  Facility Agent and any necessary consent from the Bank of
                  Texas) capital expenditure that is funded from free cash that
                  is available to Toreador after making all of the repayments to
                  the Finance Parties contemplated by paragraph 7.8(b) of this
                  letter and any payment required to be made to Bank of Texas.

         (b)      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 1 to this letter) , reconciling the
                  sources of funds and uses of funds and including details of
                  that month's capital expenditures.

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

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

7.2      TURKISH CAPITAL REPATRIATION

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

7.3      TOREADOR EQUITY ISSUES

         (a)      Toreador shall use best endeavours to maximise Equity Issue
                  Proceeds in the period to 30th April, 2003 and shall 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      TURKISH AND TRINIDADIAN CASHFLOW

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

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


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                                       11


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

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

         (c)      Subject to paragraph 7.8(a)(v) (Restrictions under Bank of
                  Texas Loan Agreement), Toreador shall no later than 30th
                  April, 2003:

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

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

         (d)      Subject to paragraph 7.8(a)(v) (Restrictions under Bank of
                  Texas Loan Agreement), Toreador shall no later than 30th
                  April, 2003:

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

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

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

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

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


<PAGE>
                                       12



7.5      TRANS DOMINION HOLDINGS LIMITED

         Subject in each case to paragraph 7.8(a)(vi) (Restrictions under Bank
         of Texas Loan Agreement), Toreador and the Obligors agree:

         (a)      to procure that, by 30th April, 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; and
                  [subject to TED approval]

         (b)      to procure that Trans Dominion Holdings Limited:

                  (i)      promptly notifies the Facility Agent when Trans
                           Dominion Holdings Limited enters into any agreement
                           relating to the Trinidadian 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 [subject to

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

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

7.6      THE MERGER AGREEMENT [?]

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

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

7.7      TURKEY

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

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


<PAGE>
                                       13


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

7.8      RESTRICTIONS UNDER BANK OF TEXAS LOAN AGREEMENT

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

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

                  (ii)     Toreador to enter into the Toreador Guarantee;

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

                  (iv)     Toreador to make any payments to the Facility Agent
                           that may arise in accordance with paragraph 4.5
                           (Trinidadian Asset Sales Prepayment);

                  (v)      Toreador to grant to the Facility Agent a Security
                           Interest over each of the Turkish Revenue Account and
                           the Trinidadian Revenue Account in accordance with
                           paragraphs 7.4(b) and (d) (Turkish and Trinidadian
                           Cashflow) respectively; and

                  (vi)     Toreador Group's shares in Trinidad Exploration and
                           Development Limited and Trans Dominion Holdings
                           Limited to be pledged to the Facility Agent in
                           accordance with paragraph 7.5.

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

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

                  (i)      enter into the Toreador Guarantee; and

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

7.9      TURKISH CAPITAL REPATRIATION

         Toreador shall procure that the Obligors obligations under paragraph
         4.3 (Turkish Capital Repatriation Prepayment). [?]

8.       CHARACTERISATION OF TOREADOR PAYMENTS


<PAGE>
                                       14



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

         (b)      An amount equal to each payment made by Toreador to the
                  Facility Agent in accordance with this letter or the December
                  Waiver Letter and for the avoidance of 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)      Without prejudice to any obligation to obtain the consent of
                  the Bank of Texas, 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: [this won't work]

                  (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 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];";


<PAGE>
                                       15


         (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

         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


<PAGE>
                                       16


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

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

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

11.      REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

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

12.      LEGAL FEES

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

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


<PAGE>
                                       17


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

         (d)      Toreador undertakes to pay the Allen & Overy Invoice by 15th
                  March, 2003 at the latest.

13.      EVENT OF DEFAULT

         If:

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

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

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

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

         (e)      the Voting Agreement is breached;

         (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 30th
                  April, 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,

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

         (k)      the Toreador Guarantee has not been executed and delivered,
                  together with the accompanying legal opinion, as outlined in
                  paragraph 7.8(c) by 30th April, 2003,

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

14.      DESIGNATION OF FINANCE DOCUMENTS


<PAGE>
                                       18


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

15.      CONDITIONS PRECEDENT

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

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

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

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

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

16.      OTHER PROVISIONS

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

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

         (c)      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;


<PAGE>
                                       19


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

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

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

Yours faithfully,


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



We agree with the above.

BORROWERS' AGENT


/s/ Douglas W. Weir
----------------------------
ON BEHALF OF MADISON ENERGY FRANCE S.C.S.
Date: 3/25/03



BORROWERS



/s/ Douglas W. Weir
----------------------------
ON BEHALF OF MADISON OIL COMPANY EUROPE
Date: 3/25/03


/s/ Douglas W. Weir
----------------------------
ON BEHALF OF MADISON OIL FRANCE S.A.
Date: 3/25/03



/s/ Douglas W. Weir
----------------------------
ON BEHALF OF MADISON ENERGY FRANCE S.C.S.
Date: 3/25/03



<PAGE>
                                       20


GUARANTORS


/s/ Douglas W. Weir
----------------------------
ON BEHALF OF MADISON OIL COMPANY
Date: 3/25/03



/s/ Douglas W. Weir
----------------------------
ON BEHALF OF MADISON PETROLEUM INC
Date: 3/25/03



/s/ Douglas W. Weir
----------------------------
ON BEHALF OF MADISON OIL COMPANY EUROPE
Date: 3/25/03



/s/ Douglas W. Weir
----------------------------
ON BEHALF OF MADISON OIL FRANCE S.A.
Date: 3/25/03



/s/ Douglas W. Weir
----------------------------
ON BEHALF OF MADISON ENERGY FRANCE S.C.S.
Date: 3/25/03



/s/ Douglas W. Weir
----------------------------
ON BEHALF OF MADISON (TURKEY) INC
Date: 3/25/03



/s/ Douglas W. Weir
----------------------------
ON BEHALF OF MADISON OIL TURKEY INC
Date: 3/25/03




<PAGE>
                                       21


TOREADOR

/s/ Douglas W. Weir
----------------------------
ON BEHALF OF TOREADOR RESOURCES CORPORATION
Date: 3/25/03
































<PAGE>
                                       22



                  SCHEDULE 1 - FORM OF CASHFLOW RECONCILIATION


SOURCES OF FUNDS                                                    DESCRIPTION

          French Operations

          Turkish Operations

          Trinidadian Operations

          US (Toreador) Operations

          Other
                                              ==============
          Total

USES OF FUNDS

          FRENCH           OPEX

                           CAPEX

                           G&A

                           Madison Loan

                           Other
          =====================================
          TOTAL FRANCE

          TURKISH          OPEX

                           CAPEX

                           G&A

                           Madison Loan

                           Other
          =====================================
          TOTAL TURKEY

          TRINIDADIAN      OPEX

                           CAPEX

                           G&A

                           Madison Loan

                           Other
          =====================================
          TOTAL TRINIDAD

          US               OPEX

                           CAPEX

                           G&A

                           Madison Loan

                           Other
          =====================================
          Total US (Toreador)

                                  ==========================
          TOTAL USES OF FUNDS



<PAGE>
                                       23



                                   SCHEDULE 2

TOREADOR PAYMENT OBLIGATIONS


<Table>
<Caption>
MONTH                      TARGET REPAYMENT              ACTUAL REPAYMENT        OUTSTANDING
                           (USD)                         (USD)                   TARGET
                                                                                 REPAYMENTS
                                                                                 (USD)
------------------------   ---------------------------   ----------------------- -----------------------
<S>                        <C>                           <C>                     <C>
November 2002                 450,000                      300,000                 150,000
------------------------   ---------------------------   ----------------------- -----------------------
December 2002                 450,000                      150,000                 300,000
------------------------   ---------------------------   ----------------------- -----------------------
January 2003                  400,000                      150,000                 250,000
------------------------   ---------------------------   ----------------------- -----------------------
February 2003                 500,000                      400,000                 100,000
------------------------   ---------------------------   ----------------------- -----------------------
</Table>