<PAGE>

                                                                    EXHIBIT 10.2

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

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

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

To:      Toreador Resources Corporation
         ("TOREADOR")

                                                                   19th May 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"), a waiver and consent letter dated 31st December, 2002 relating
to various issues (the "DECEMBER WAIVER LETTER") and a waiver and consent letter
dated 11th April, 2003 relating to various issues (the "APRIL 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

1.1      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; and

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

<PAGE>

1.2      DEFINITIONS

         In this Agreement:

         "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.

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

         "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");

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

         "MANAGEMENT AND WORK FEES LETTER" means the letter dated on or about
         the date of this agreement relating to management and work fees;

         "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;

         "MILESTONE DATE" means each date as detailed in Schedule 3 in relation
         to the progress of the Proposed Financing;

         "MOC GROUP" means MOC and all of its subsidiaries;

         "PROPOSED FINANCING" means the proposed refinancing of the Toreador
         Group as described in the update to the Strategic Plan dated 15th May,
         2003;

         "SECOND WARRANT LETTER" means the warrant letter dated 25th March, 2003
         between Toreador and the Arranger.

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

         "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.

         "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;

         "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

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         that asset which Bank of Texas, N.A., in its sole and absolute
         discretion, permits to be paid to the Facility Agent;

         "SETTLEMENT FEE LETTER" means the letter dated on or about the date of
         this Agreement relating to settlement, arrangement, technical and
         supplemental fees;

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

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

         "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;

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

         "TRINIDADIAN ASSETS" means:

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

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

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

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

         "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;

         "TURKISH ASSET" means:

         (A)      the Cendere oil field in Turkey;

         (B)      the Zeynel oil field in Turkey;

         (C)      the Boyabet oil field in Turkey; and

         (D)      the Thrace Basin in Turkey;

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

         "TURKISH PERMITTED PAYMENTS" means:

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

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

         (iii)    any:

                  (a)      exploration and appraisal expenditure;

                  (b)      general and administrative expenditure; or

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

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

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

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

         "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.

         "TURKISH REVENUE ACCOUNTS" means all revenue and operating accounts
         maintained by Madison Turkey and MOTI with Yapi ve Bankasi A.S. as
         listed below:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
        BANK                   BRANCH         MADISON ENTITY          ACCOUNT NO.
----------------------------------------------------------------------------------
<S>                        <C>                <C>                   <C>
Yapi ve Bankasi A.S.       Ankara, Turkey     Madison Turkey        1001151-0

----------------------------------------------------------------------------------
Yapi ve Bankasi A.S.       Ankara, Turkey     MOTI                  0666-3005940-2

----------------------------------------------------------------------------------
</TABLE>

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

         "WARRANT" means the warrants issued or to be issued pursuant to the
         Warrant Letters;

         "WARRANT BUYBACK LETTER" means the letter dated on or about the date of
         this letter relating to the repurchase of the Warrants; and

         "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 April Waiver Letter;

         (b)      failure by the Obligors to comply with their obligations under
                  paragraph 5 of the April Waiver Letter;

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

         (d)      failure by Toreador and the Obligors to procure that, by 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 in
                  accordance with paragraph 7.5 of the April Waiver Letter;

         (e)      failure by the Borrowers' Agent to provide the independent
                  engineer's report in accordance with Clause 19.3(e);

         (f)      failure by Toreador to provide the Turkish translation and
                  account reconciliations in accordance with paragraph 7.1(d) of
                  the April Waiver Letter; and

         (g)      failure by the Borrowers' Agent to provide the information
                  required in accordance with paragraph 7.4(e) of the April
                  Waiver Letter.

2.2      MERGER WAIVER AND CONSENT

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

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

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<PAGE>

         (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, the December Waiver Letter and
         the April Waiver Letter and all the parties to this letter agree that
         the Merger Waiver Letter, the March Waiver Letter, the December Waiver
         Letter and the April 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:

         The Borrowers shall, on the last Business Day of each of month until
         (and including) March 2004, repay an amount of the Loans equal to the
         aggregate of:

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

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

4.2      TERM OF SUSPENSION

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

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

         (b)      such time as (i) the ratio of the Relevant NPV derived from
                  the Forecast prepared as of 15th August, 2003 in accordance
                  with paragraph 5 (Forecasts) of this letter to Total
                  Indebtedness is not less than 1.5:1; and (ii) the outstanding
                  Loans do not exceed the Total Commitments.

4.3      TURKISH CAPITAL REPATRIATION PREPAYMENT

         If, during the suspension of Clause 6.1 (Repayment) in accordance with
         paragraph 4.2 (Term of Suspension) above, either of Madison Turkey,
         MOTI or any other Obligor receives any

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<PAGE>

         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, but only if Bank of Texas N.A. expressly consents, in its
         sole and absolute discretion, and such payment shall be deemed to be a
         prepayment of Loans by the Borrowers in an aggregate principal amount
         equal to the Surplus Sale Proceeds (and Clause 7.7(b) (Miscellaneous
         provisions) shall apply to any such prepayment).

4.5      TRINIDADIAN ASSET SALES PREPAYMENT

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

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

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

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

         (b)      No member of the MOC Group will sell or transfer (either
                  directly or indirectly, including by way of share sale or
                  intra group transfer) any of its interest in the

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<PAGE>

                  Trinidadian Assets without the prior written consent of the
                  Facility Agent, except in the event of dilution pursuant to
                  the Shareholders Agreement between Anglo-African Energy, Inc.
                  and Trans-Dominion Holdings Limited.

4.6      MISCELLANEOUS

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

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

                  (ii)     Clause 6.2 shall be amended so the words "Tranche A"
                           is inserted before "Tranche B" and the words ", but
                           any amount repaid under Tranche A may subsequently be
                           re-borrowed on and subject to the provisions of the
                           Agreement" are deleted; and

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

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

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

5.       FORECASTS

         The calculation of the Relevant NPV on each Calculation Date in
         accordance with Clause 16.1(d)(i) (General) shall be suspended for the
         duration of the suspension of Clause 6.1 (Repayment) in accordance with
         paragraph 4 (Repayment) above, except that the Relevant NPV shall be
         calculated as of a 15th August, 2003 Calculation Date in accordance
         with the provisions of Clause 16 (Forecasts), subject to the following
         revisions:

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

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

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

6.       INFORMATION COVENANTS

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<PAGE>

6.1      STRATEGIC PLAN

                  (a)      On 15th May, 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, including the
                                    Proposed Financing, 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 15th August, 2003; and

                           (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 15th August, 2003.

         (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 15th August,
                  2003, providing reasonable detail of the particular event or
                  circumstances.

         (c)      Toreador shall immediately notify the Facility Agent of any
                  adverse developments in relation to the Proposed Financing.

6.2      CASHFLOW FORECASTS

         (a)      Toreador shall, by 22nd May, 2003, provide an update to the
                  5th January, 2003 cashflow forecast to the Facility Agent.

         (b)      Toreador shall immediately notify the Facility Agent of any
                  events or circumstances that are likely to cause an adverse
                  deviation from the cashflow forecast provided by Toreador to
                  the Facility Agent on 22nd May, 2003, providing details of the
                  particular events or circumstances and a revised forecast.

         (c)      Toreador shall provide to the Facility Agent, on the 15th and
                  30th of each month, a certificate signed by the Chief
                  Financial Officer of Toreador certifying that each member of
                  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

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<PAGE>

7.1      CAPITAL EXPENDITURE RESTRICTIONS

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

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

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

         (d)      Toreador shall, within fifteen days of the end of each month,
                  provide to the Facility Agent

                  (i)      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; and

                  (ii)     a copy of each monthly invoice received in relation
                           to the sale of Turkish Petroleum.

7.2      TURKISH CAPITAL REPATRIATION

         Toreador and the Obligors shall use best endeavours to maximise Turkish
         Capital Repatriation proceeds in accordance with paragraph 4.3 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 15th August, 2003 and shall pay such
                  portion of such Equity Issue Proceeds to the Facility Agent to
                  the extent consented to by Bank of Texas, N.A. in its sole and
                  absolute discretion.

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

7.4      TURKISH AND TRINIDADIAN CASHFLOW

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

                                       10
<PAGE>

                  obligation as contemplated in Clause 15.1(a)(ii). MOC
                  undertakes, upon receipt of any of the amounts referred to
                  above, to pay such amounts directly to the Facility Agent in
                  performance of MOC's guarantee of the repayment obligation as
                  contemplated in Clause 15.1(a)(ii).

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

                  (i)      MOC shall procure that, from the Effective Date, all
                           Turkish Revenue is paid into the Turkish Revenue
                           Accounts.

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

         (c)      To the extent permitted by Turkish law, MOTI and Madison
                  Turkey will provide, and MOC shall procure that MOTI and
                  Madison Turkey will provide, by no later than 15th August,
                  2003:

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

         (d)      MOC shall no later than 15th August, 2003:

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

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

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

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

                                       11
<PAGE>

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

7.5      TRANS DOMINION HOLDINGS LIMITED

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

         (a)      to procure that, by 15th August, 2003, (i) all of the MOC
                  Group's shares in Trans Dominion Holdings Limited and (ii) all
                  of Trans Dominion Holdings Limited's shares in Trinidad
                  Exploration and Development Ltd. are pledged to the Facility
                  Agent on behalf of the Finance Parties by way of a security
                  agreement in form and substance satisfactory to the Facility
                  Agent and that by the same date legal opinions relating
                  thereto are delivered to the Facility Agent from reputable law
                  firms in all relevant jurisdictions in each case in form and
                  substance satisfactory to the Facility Agent; and

         (b)      to procure that Trans Dominion Holdings Limited:

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

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

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

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

7.6      THE MERGER AGREEMENT

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

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

                                       12
<PAGE>

7.7      TURKEY

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

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

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

7.8      RESTRICTIONS UNDER BANK OF TEXAS LOAN AGREEMENT

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

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

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

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

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

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

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

                  (i)      enter into the Toreador Guarantee; and

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

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

7.9      BANK OF TEXAS LOAN AGREEMENT

         (a)      Subject to sub-paragraph (b) below, in the event that the Bank
                  of Texas Loan Agreement is repaid, immediately prior to such
                  repayment Toreador agrees to notify

                                       13
<PAGE>

                  the Facility Agent and immediately after such repayment,
                  Toreador agrees to provide such guarantees, financial support
                  and other payment requirements under the Finance Documents as
                  required by the Facility Agent.

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

8.       CHARACTERISATION OF TOREADOR PAYMENTS

         (a)      Toreador agrees that any payment made or deemed made to MOC by
                  Toreador pursuant to this letter, the April Waiver 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, the December
                  Waiver Letter or the April 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)).

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;

                                       14
<PAGE>

         (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

                  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

                                       15
<PAGE>

                  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 that:

                  (i)      it has the power to enter into and perform this
                           letter, the Settlement Letter and the Warrant Buyback
                           Letter; and

                  (ii)     this letter, the Settlement Fee Letter and the
                           Warrant Buyback Letter will, when issued, constitute
                           its legal, valid and binding obligation enforceable
                           in accordance with their terms.

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

         (d)      Each Obligor represents and warrants as at the date it
                  executes this letter that:

                  (i)      it has the power to enter into and perform the
                           Management and Work Fees Letter; and

                  (ii)     the Management and Work Fees Letter will, when
                           issued, constitute its legal, valid and binding
                           obligation enforceable in accordance with their
                           terms.

12.      LEGAL FEES

         (a)      For the avoidance of doubt, Toreador and each Obligor
                  acknowledges and agrees that the Facility Agent's costs and
                  expenses incurred in connection with this letter, the
                  Management and Work Fees Letter, the Settlement Letter and the
                  Warrant Buyback Letter, the review of any proposal outlined in
                  the Strategic Plan 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 Management and Work Fees
                  Letter, the Settlement Letter and the Warrant Buyback Letter,
                  the review of any proposal outlined in the Strategic Plan and
                  any other arrangement, new

                                       16
<PAGE>

                  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)).

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

         (d)      the Voting Agreement is breached;

         (e)      the Forecast prepared as of 15th August, 2003 in accordance
                  with paragraph 5 (Forecasts) of this letter indicates that the
                  ratio of Relevant NPV to Total Indebtedness is less than
                  1.5:1;

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

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

         (i)      there is any indication that the Proposed Financing will not
                  go ahead and, in the absolute discretion of the Facility
                  Agent, there is no acceptable alternative option proposed by
                  Toreador under the Strategic Plan or otherwise;

         (j)      any of the actions to be taken in accordance with the relevant
                  Milestone Date as detailed in Schedule 3 are not met; or

         (k)      there is any breach of the Management and Work Fees Letter,
                  the Settlement Fee Letter and the Warrant Buyback Letter; or

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

14.      DESIGNATION OF FINANCE DOCUMENTS

         Each of this letter, the Subordination and Support Agreement, each of
         the Warrants, the Warrant Letters, the Management and Work Fees Letter,
         the Settlement Fee Letter, the Warrant Buyback Letter and, if entered
         into in accordance with paragraph 7.8(c), the

                                       17
<PAGE>

         Toreador Guarantee, is a Finance Document (and each is hereby
         designated as such by the Facility Agent and the Borrowers' Agent).

15.      CONDITIONS PRECEDENT

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

                  (i)      board resolutions of each of the Obligors and
                           Toreador authorising the transactions contemplated by
                           and execution of this letter, the Management and Work
                           Fees Letter, the Settlement Fee Letter and the
                           Warrant Buyback Letter;

                  (ii)     specimen signatures of the persons authorised to sign
                           this letter, the Management and Work Fees Letter, the
                           Settlement Fee Letter and the Warrant Buyback Letter
                           and any other documents connected to the Finance
                           Documents on behalf of the Obligors;

                  (iii)    a signed letter from an authorised signatory of the
                           provider of the Proposed Financing indicating that
                           they are considering a refinancing of the Toreador
                           Group;

                  (iv)     a letter signed by the CEO of Toreador providing
                           details of Toreador's understanding following
                           discussions with the provider of the Proposed
                           Financing of:

                           (A)      the timetable for the proposed refinancing
                                    detailing the Milestone Dates; and

                           (B)      the current position of the refinancing in
                                    relation to the Milestone Dates in the
                                    timetable referred to in (A) above.

                  (v)      signed copies of the Management and Work Fees Letter,
                           the Settlement Fee Letter and the Warrant Buyback
                           Letter.

                  (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.

                                       18
<PAGE>

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

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

         (e)      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.

         (f)      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.

                                       19
<PAGE>
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: May 19, 2003

BORROWERS

/s/ DOUGLAS W. WEIR
----------------------------------------------------------
ON BEHALF OF MADISON OIL COMPANY EUROPE
Date: May 19, 2003

/s/ DOUGLAS W. WEIR
----------------------------------------------------------
ON BEHALF OF MADISON OIL FRANCE S.A.
Date: May 19, 2003

/s/ DOUGLAS W. WEIR
----------------------------------------------------------
ON BEHALF OF MADISON ENERGY FRANCE S.C.S.
Date: May 19, 2003

GUARANTORS

/s/ DOUGLAS W. WEIR
----------------------------------------------------------
ON BEHALF OF MADISON OIL COMPANY
Date: May 19, 2003

/s/ DOUGLAS W. WEIR
----------------------------------------------------------
ON BEHALF OF MADISON PETROLEUM INC
Date: May 19, 2003

/s/ DOUGLAS W. WEIR
----------------------------------------------------------
ON BEHALF OF MADISON OIL COMPANY EUROPE
Date: May 19, 2003

                                       20
<PAGE>

/s/ DOUGLAS W. WEIR
------------------------------------------
ON BEHALF OF MADISON OIL FRANCE S.A.
Date: May 19, 2003

/s/ DOUGLAS W. WEIR
------------------------------------------
ON BEHALF OF MADISON ENERGY FRANCE S.C.S.
Date: May 19, 2003

/s/ DOUGLAS W. WEIR
------------------------------------------
ON BEHALF OF MADISON (TURKEY) INC
Date: May 19, 2003

/s/ DOUGLAS W. WEIR
------------------------------------------
ON BEHALF OF MADISON OIL TURKEY INC
Date: May 19, 2003

TOREADOR

/s/ DOUGLAS W. WEIR
------------------------------------------
ON BEHALF OF TOREADOR RESOURCES CORPORATION
Date: May 19, 2003

                                       21
<PAGE>

                  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

                                       22
<PAGE>

                                   SCHEDULE 2

OUTSTANDING TARGET REPAYMENTS

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
                                                                 OUTSTANDING TARGET
MONTH           TARGET REPAYMENT (USD)  ACTUAL REPAYMENT (USD)    REPAYMENTS (USD)
-----------------------------------------------------------------------------------
<S>             <C>                     <C>                      <C>
November 2002        450,000                  300,000                   50,000
-----------------------------------------------------------------------------------
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>

                                       23
<PAGE>

                                   SCHEDULE 3

MILESTONE DATES

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
MILESTONE DATE         ACTION

---------------------------------------------------------------------------------------------------------
<S>                    <C>
a                      Toreador to provide a letter:

                           (i)      detailing that an Equity Partner has been appointed by the Provider;
                           (ii)     detailing that such Equity Partner has agreed in writing to
                                    consider the Proposed Financing; and
                           (iii)    attaching the correspondence received from the Equity Partner.

---------------------------------------------------------------------------------------------------------
a + 28 days            Toreador to provide a letter:

                           (i)      detailing that the Equity Partner has indicated in writing that it
                                    has completed its due diligence process;
                           (ii)     confirming that the Equity Partner and Provider have commenced
                                    drafting of the preliminary term sheet and commitment letter; and
                           (iii)    attaching the correspondence referred to in (i) above.

--------------------------------------------------------------------------------------------------------
a + 35 days            Toreador to provide a letter:

                           (i)      detailing that a preliminary term sheet and draft commitment letter
                                    has been received by the Provider and the Equity Partner; and
                           (ii)     attaching the preliminary term sheet and draft commitment letter
                                    received from the Provider and the Equity Partner.

---------------------------------------------------------------------------------------------------------
a + 42 days            Toreador to provide a letter:

                           (i)      confirming that they have received a formal commitment letter and
                                    term sheet from the Provider and the Equity  Partner in relation to
                                    the Proposed  Financing, approved by the Provider and Equity
                                    Partner's authorisation committees; and
                           (ii)     attaching the formal commitment letter and term sheet.

---------------------------------------------------------------------------------------------------------
</TABLE>

DEFINITIONS

a = the earlier of: (i) the actual date on which the action is completed; or
(ii) 16th June 2003.

PROVIDER = the provider of the Proposed Financing as detailed in the update to
the Strategic Plan dated 15th May 2003

EQUITY PARTNER = any partner required to participate in the Proposed Financing
by the Provider

                                       24