EXHIBIT 10.5

SECURITIES PURCHASEAGREEMENT 

        SECURITIESPURCHASE AGREEMENT (this “Agreement”) dated and accepted as of the dateset forth on the signature page hereof, by and among Toreador Resources Corporation, aDelaware corporation (the “Company”), and each of the persons listed onthe Schedule of Purchasers attached hereto. Such entities or persons are each referred toherein as a “Purchaser” and, collectively, as the“Purchasers”. 

        TheCompany wishes to sell to each Purchaser, and each Purchaser wishes to buy, on the termsand subject to the conditions set forth in this Agreement, shares (the “PreferredShares”) of the Company’s Series A-1 Convertible Preferred Stock, parvalue $1.00 per share (the “Preferred Stock”). The Preferred Shares areconvertible pursuant to the terms of a Certificate of Designation relating to thePreferred Stock, the form of which is attached hereto as Exhibit A (the“Certificate of Designation”) into shares (the “ConversionShares”) of the Company’s Common Stock, par value $0.15625 per share (the“Common Stock”). Dividends on the Preferred Shares are payable, subjectto the terms and conditions of the Certificate of Designation, in cash. The PreferredShares and the Conversion Shares are collectively referred to herein as the“Securities”. 

        Thesale of the Preferred Shares by the Company to the Purchasers will be effected in relianceupon the exemption from securities registration afforded by the provisions of Regulation D(“Regulation D”), as promulgated by the Securities and ExchangeCommission (the “Commission”) under the Securities Act of 1933, asamended (the “Securities Act”). 

        TheCompany and the Purchasers hereby agree as follows: 

1.     *PURCHASEAND SALE OF PREFERRED SHARES.
        1.1    Agreement to Purchase and Sell. Upon the terms set forth herein, the Companyagrees to sell and each Purchaser agrees to purchase the number of Preferred Shares setforth below such Purchaser’s name on the signature pages hereof and at a purchaseprice equal to Twenty-Five Dollars ($25.00) times the number of Preferred Sharespurchased by such Purchaser (the “Purchase Price”). Each Purchaser shallpay such Purchaser’s Purchase Price at the closing (the “Closing”)by check or wire transfer of immediately available funds pursuant to wire transferinstructions provided by the Company.  

        1.2    Certain Definitions. When used herein, (A) “business day” shallmean any day on which the New York Stock Exchange and commercial banks in the city of NewYork are open for business, (B) an “affiliate” of a party shall mean anyperson or entity controlling, controlled by or under common control with that party and(C) “control” shall mean, with respect to an entity, the ability todirect the business, operations or management of such entity, whether through an equityinterest therein or otherwise.  

2.              *REPRESENTATIONS AND WARRANTIES OF THE PURCHASER*. 

        EachPurchaser, solely with respect to him, her or it, hereby makes the followingrepresentations and warranties to the Company and agrees with the Company that, as of thedate of this Agreement: 

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        2.1    Authorization; Enforceability. If an entity, such Purchaser is duly and validlyorganized, validly existing and in good standing under the laws of the jurisdiction ofincorporation with full power and authority to purchase the Preferred Shares and toexecute and deliver this Agreement. This Agreement and the Registration Rights Agreementhave been duly and validly authorized, executed and delivered by or on behalf of suchPurchaser. This Agreement constitutes the Purchaser’s valid and legally bindingobligation, enforceable in accordance with its terms.  

        2.2    Accredited Investor; Investment Intent. Such Purchaser is an accredited investoras that term is defined in Rule 501(a) of Regulation D, and is acquiring the PreferredShares solely for Purchaser’s own account for investment purposes as a principal andnot with a present view to the public resale or distribution of all or any part thereof,except pursuant to sales that are exempt from the registration requirements of theSecurities Act and/or sales registered under the Securities Act; provided, however,that in making such representation, such Purchaser does not agree to hold the Securitiesfor any minimum or specific term and reserves the right to sell, transfer or otherwisedispose of the Securities at any time in accordance with the provisions of this Agreementand with Federal and state securities laws applicable to such sale, transfer ordisposition.  

        2.3    Information. The Company has provided such Purchaser with information regardingthe business, operations and financial condition of the Company, and has granted to suchPurchaser the opportunity to ask questions of and receive answers from representatives ofthe Company, its officers, directors, employees and agents concerning the Company andmaterials relating to the terms and conditions of the purchase and sale of the PreferredShares hereunder. Such Purchaser understands that the investment in the Preferred Sharesinvolves a high degree of risk. Such Purchaser has sought such accounting, legal and taxadvice as the Purchaser has deemed necessary to make an informed investment decision withrespect to the acquisition of the Preferred Shares.  

        2.4    Limitations on Disposition. Such Purchaser acknowledges that, except as providedin the Registration Rights Agreement, the Securities have not been and are not beingregistered under the Securities Act and may not be transferred or resold withoutregistration under the Securities Act or unless pursuant to an exemption therefrom.  

        2.5    Legend. Such Purchaser understands that the certificates representing theSecurities will bear at issuance a restrictive legend in substantially the followingform:  
 “The securities represented by this certificate have not been registered under the Securities Act of 1933,as amended (the “Securities Act”), or the securities laws of any state, and maynot be offered or sold unless a registration statement under the Securities Act andapplicable state securities laws shall have become effective with regard thereto, or anexemption from registration under the Securities Act and applicable state securities lawsis available in connection with such offer or sale. Such securities are issued subject tothe provisions of (i) the Certificate of Designation relating to the Series A-1Convertible Preferred Stock of Toreador Resources Corporation (the “Company”),(ii) a Securities Purchase Agreement by and among the Company and the Purchasers signatorythereto (collectively, the “Purchasers”) and (iii) a Registration RightsAgreement by and among the Company and the Purchasers.”*