Exhibit 2.2  DATED  SEPTEMBER 17, 2008  ASSIGNMENT AGREEMENT  Between  PETROL
OFISI AS  PETROL
OFISI ARAMA ÜRETİM SANAYİ ve TİCARET ANONİM
ŞİRKETİ  And  Toreador Turkey Limited  Toreador Turkey Limited, Ankara Turkey Branch  Toreador Resources Corporation


This Assignment
Agreement (Agreement) is made on
September 17, 2008 in Istanbul.  BETWEEN  1.Toreador Turkey Limited, a company established and operating under the laws of Cayman Islands,
with registered office at M&C Corporate Services Limited, PO Box 309GT,
Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, duly represented for the
signature of this present by Mr. Roy Barker;  2.Toreador Turkey Limited, Ankara Turkey Branch, a branch office established and
operating under the laws of Turkey, with registered office in Cinnah Caddesi
Göreme Sokak No:1/3 Kavaklıdere , Ankara, Turkey duly represented for the
signature of this present by Mr. Roy A. Barker;  Toreador
Turkey Limited and Toreador Turkey Limited, Ankara Turkey Branch shall behereinafter individually or
collectively referred to as Assignor.  3.Toreador Resources Corporation, a company existing under the laws of
Delaware, USA having its registered address at 13760 Noel Road, 1100 Dallas
Texas, 75240.  AND  4.PETROL OFISI A.S.,a
company established and operating under the laws of Turkey, with registered
office in Eski Büyükdere Caddesi No. 33/37 34398 Maslak, Istanbul,
Turkey,duly represented by the signature of Mr. Melih Türker and Mr. Ogeday
Çağatay;  5.PETROL OFISI ARAMA ÜRETİM
SANAYİ ve TİCARET ANONİM ŞİRKETİ,a
company established and operating under the laws of Turkey, with registered
office in Eski Büyükdere Caddesi No. 33/37 34398 Maslak, Istanbul, Turkey,
duly represented by the signature of Mr. Tayfun Sümer or Mr. Gerald
R. Winkler; and a Subsidiary of PETROL OFISI AS.  PETROL
OFISI AS
shall be hereinafter referred to as Parent and PETROL OFISI ARAMA ÜRETİM SANAYİ ve TİCARET ANONİM ŞİRKETİ shall behereinafter
referred to as Assignee.  The Assignee,
Parent, Guarantor and the Assignor shall be collectively referred to as the Parties and individually as a Party.  WHEREAS  (A)The Assignor and the Parent, on August 8, 2008, have entered into
a binding Letter of Intent (the Letter Agreement)
which set forth the final terms and conditions for the Assignors assignment of
and the Parents receipt of, through its subsidiary, the Assignee, 26.75% of
the working interest under the  2


Exploration Licenses including but not limited to any and all rights
under the Petroleum Law Numbered 6326 and related legislation together with
below and above ground installations and facilities with respect to SASB
Project as defined in Exhibit 1, and hereinafter defined as Business Assets. This Agreement is intended only to
effectuate the actual assignment specified in the Letter Agreement and to
specify the particulars relating to matters already introduced in the Letter
Agreement.  (B)The Assignee, desires to acquire and the Assignor desires to assign the
Business Assets.  (C)Although Assignee shall acquire the Business Assets, Parent hereby
guarantees any and all obligations of Assignee arising during the Interim
Period contained herein this Agreement and all such obligations thereof shall
be deemed to be joint and several obligations of the Parent and Assignee,
except for that filing to be made for the purposes of being registered as a
petroleum right holder shall be the solely made by the Assignee.  (D)The Parties hereby acknowledge that as at the Signing Date the
pre-emption rights of TPAO and Stratic under the Operating Agreement have
expired.  NOW
THEREFORE THE PARTIES HAVE AGREED as follows:  1.DEFINITIONS AND
INTERPRETATION  1.1Definitions  In this Agreement
and the Schedules hereto the following words and expressions shall bear the
following meanings:  Agreement shall mean this Assignment Agreement and the
schedules hereto.  Assignment
Price
shall mean the consideration payable for the assignment of the Business Assets,
pursuant to Clause 4 hereto.  Assignors
Account shall mean the USD account ofToreador
Turkey Limited, Ankara Turkey Branch as designated under Article 6.(d).  Business Assets shall mean 26.75% of the working
interests under the Exploration Licenses, including but not limited to any and
all rights under the Petroleum Law Numbered 6326 and related legislation
together with below and above ground installations and facilities with respect
to SASB Project which are listed in Exhibit 1.  Business
Day shall
mean a day in which banks in the Republic of Turkey and the United States of
America is open for business.  Business Informationshall mean all information
relating to the Business Assets including technical data which has been
provided by the Assignor during the Due Diligence period and minutes of the
Operating Committee and the Technical Committee meetings.  3


CAPEX
shall mean all expenditures made in order to carry out oil and gas exploration
and maintain production in the Exploration Licenses including but not limited
to seismic, exploration and appraisal drilling, production drilling  perforation, work over, well services and
repairs.  Closing shall mean the completion of
assignment of the Business Assets in accordance with Clause 5 below.  Closing Date
shall be the Closing Date as defined under this Agreement.  Closing Adjustment shall mean any adjustment to the
Assignment Price taking into consideration any and all payments made and all
revenues received by the Assignor relating to the activities carried out on and
after the Effective Date in relation to the Exploration Licenses and/or any
other payments or revenues attributable to the assignment of Business Assets.  Confidential
Informationshall
mean all non-publicly available information received or obtained as a result of
entering into or performing, or supplied by or on behalf of a Party in the
negotiations leading to, this agreement and which relates to:  (i)
  The Assignor;(ii)
  any aspect of
  the Business Assets;(iii)
  the provisions
  of this Agreement;(iv)
  the
  negotiations relating to this Agreement;(v)
  the subject
  matter of this Agreement; or(vi)
  the Parent
  and/or Assignee.  Due Diligence shall mean the due diligence exercise
conducted by the Parent between April 16, 2008 and May 30, 2008.  Effective Date shall mean July 1, 2008 provided that
assignment terms and conditions of Business Assets assignment to the Assignee
is completed at Closing.  EMRA
shall mean the Turkish Energy Market Regulatory Authority.  Exploration Asset Price shall mean a certain percentage of
the Assignment Price payable for all Business Assets used for exploration
activities regarding SASB Project and the cost of gaseous wells and which will
be determined upon mutual agreement of the Parties upon consultation of the
Assignee with the GDPA and obtaining its confirmation thereof before the
invoicing.  Exploration  Licenses shall mean the eight off-shore exploration licenses
issued by the GDPA, details of which are set forth in Exhibit 1.  4


Exploration
License Price shall mean a certain percentage of the Assignment
Price that is payable for the Business Assets that cover 26.75% of the working
interest under the Exploration Licenses and which will be determined upon
mutual agreement of the Parties upon consultation of the Assignee with the GDPA
and obtaining its confirmation thereof before the invoicing.  GDPAshall mean the General Directorate
of Petroleum Affairs of the Republic of Turkey.  Governmental
or Regulatory Authority shall mean any instrumentality,
subdivision, court, administrative agency, directorate, commission, official or
other authority of the Republic of Turkey, USA, Cayman Islands or any other
country or any state, province, municipality, locality or other government or
political subdivision thereof, or any quasi-governmental or private body
exercising any regulatory, taxing, importing or other governmental or
quasi-governmental authority in any country where the activities of the
Assignee, Parent, Guarantor and/or the Assignor are performed.  Guarantorshallmean Toreador Resources
Corporation, which is the parent company of Toreador Turkey Limited and which
acts as a joint and several guarantor to the Assignor for the performance of
Assignors obligations under this Agreement.  Interim Period shall mean the period commencing on the date
Effective Date and ending on the earlier of Closing and lapse or termination of
this Agreement.  IFC shall mean International Finance
Corporation.  IFC Loan and Guarantee
Agreementshall
mean the Loan and Guarantee Agreement dated December 28, 2006 between
Toreador Resources Corporation, Toreador Turkey Ltd, Toreador Romania Ltd,
Madison Oil France SAS, Toreador Energy France SCS, Toreador International
Holding Limited Liability Company and IFC.  Joint Accountshall mean the accounts
maintained by the Operator in accordance with the Operating Agreement and the
accounting procedures for the Joint Operations.  Joint Operationsshall mean those operations
and activities carried out by the Operator pursuant to the Operating Agreement,
the costs of which are chargeable to all parties of the Operating Agreement.  Joint
Property
shall mean at any point in time, all wells, facilities, equipment, materials,
funds and the property held for the Joint Account.  Lien shall mean any mortgage, pledge,
security interest, encumbrance, easement, right of way, option, right of
pre-emption, right of first refusal, proxy, voting trust or agreement, transfer
restriction, lien or charge of any kind, including any agreements to give any
of the foregoing, any conditional sale or other title retention agreement or any
lease in the nature thereof or any other agreement or arrangement creating or
conferring on any person a contractual right and/or a right in rem over the Business Assets.  5


Litigation
Claim(s)
shall mean any and all litigation, arbitration, execution and/or proceeding,
investigation, mediation or any administrative or governmental actions by a Governmental or Regulatory Authority
against the Assignor, arising out of or based upon acts or omissions occurring
before the Effective Date and referring to the Business Assets and any and all
litigation against any of the Business Assets and/or the Exploration Licenses,
which have occurred before the Effective Date.  Losses shall mean amounts actually incurred
in connection with actions, proceedings, losses, damages, liabilities, claims,
costs and expenses including interest fines, penalties, clean-up costs,
reasonable legal and other professional fees.  Material
Adverse Change shall mean in comparison to the financial condition and the prospects
of the Business Assets as of the date hereof, (i) any change in, or
effect  on the Business Assets that is,
or with the passage of time is reasonably expected to have a material adverse
effect to the Business Assets either alone or collectively amounting to 15% of
the Assignment Price or (ii) that the Assignor shall not be in compliance
with all applicable laws in relation to the Business Assets, or shall not hold
all permits and authorisations in relation to the Business Assets, where
failure to comply or hold such permits and authorizations would constitute a
material impairment or impediment in conducting the business, either alone or
collectively amounting to 15% of the Assignment Price.  Micoperi Litigation shall mean the litigation that
has been filed against Micoperi Srl. alleging that Micoperi Srl. vessel Micoperi
30 pulled over the caissons over the Ayazli No.2 and No.3 wells in the
Exploration Licenses and the counterclaim of Micoperi Srl. in respect of sums
which have not been paid to Micoperi Srl. under the contract regarding the
guardian structure installation above the Ayazli No.2 and No.3 wells.  Natural Gas Sales
Agreementshall
mean the agreement executed by and between TPAO (acting as Operator on behalf
of Toreador Turkey Limited and Stratic Energy Turkey Inc.(Stratic))
and AKSA Doğalgaz Toptan Satış A.Ş (AKSA)
and dated February 02, 2007.  Overriding  Royaltyshall mean any royalty including the 1.5%
over riding royalty interest (ORRI) of Netherby Investments Limited on
overall production from the Exploration Licenses and excluding the Government
royalty as defined under Petroleum Law numbered 6326.  Operating Agreementshall
meanthe Operating Agreement dated September 29, 1995 and
which become effective as of July 03, 1997 as amended with amendment agreements dated February 12, 2002 and January 5,
2005 between TPAO and Stratic and Toreador Turkey Limited, Ankara Turkey Branch
pertaining to working interests of the Exploration Licenses.  Operating Committeeshall meanthecommittee which is responsible for the overall supervision
and direction of Joint Operations (as defined in the Operating Agreement), and
which is composed of representatives of each party holding a participating
interest.  6


Operatormeans the entity designated to conduct
operations in accordance with the terms of the Operating Agreement.  OPEX shall mean any and all
operational expenses to provide continuance of oil and/or natural gas
production.  Parent Corporate Guarantyshall mean
the guarantee that is provided by the Parent with the Assignor on the Signing
Date in the form as agreed in Exhibit 2.  Production Asset Price shall mean a certain percentage
of the Assignment Price that is payable for all Business Assets that are used
for production of natural gas from gaseous wells subject to Exploration
Licenses and which will be determined upon mutual agreement of the Parties upon
consultation of the Assignee with the GDPA and obtaining its confirmation
thereof before the invoicing.  SASB
Projectshall
mean all exploration, development and production activities that were and will
be performed under the terms of the Operating Agreement and at Exploration
Licenses numbered AR/TOR-SET-TPO/3498-3505 in Petroleum District II Bolu
including existing facilities.  Signing
Dateshall
mean the date when all the signatures of the Parties to this Agreement are
completed.  Subsidiary shall mean an entity of which a
person has direct or indirect control or owns directly or indirectly more than
50% of the voting capital or similar right of ownership and control for this
purpose means the power to direct the management and the policies of the entity
whether through the ownership of voting capital, by contract or otherwise;  Tax
or Taxes
shall mean all forms of direct or indirect taxation, and all governmental,
state, provincial, local government or municipal charges, contributions duties,
levies, charges, withholding (including health, welfare, social security
contributions, employment and similar payment) and imposts in any jurisdiction,
including, without limitation, income tax, value added tax, stamp tax duty,
custom and other import duties, capital gains tax, withholding tax on
securities trading transactions and service arrangements with foreign
counterparts, and expenses, penalties and interest relating to the foregoing or
resulting from a failure to comply with any provisions of any enactment
relating to Tax.  Technical
Committeeshall
mean the sub-committee of the Operating Committee as per the Operating
Agreement.  TPAO shall mean Turkiye Petrol Anonim
Ortakligi.  USDshall
mean United States Dollars.  VAT means value added tax applicable in Turkey pursuant to
Law no 3065.  Warranties shall mean the warranties,
representations and undertakings of the Assignor set out in Clause 7 hereto.  7


in
the agreed termsorin the agreed form shall mean in the
form agreed between the Assignor, Guarantor, Parent and the Assignee and signed
for the purposes of identification by or on behalf of each Party.  1.2
Interpretation  General words shall not be given a restrictive meaning by reason of
their being preceded or followed by words indicating a particular class or
examples of acts matters or things.  1.2.1.Words importing
the singular shall include the plural and vice versa and words importing any
gender shall include all other genders and references to persons shall include
corporations and unincorporated associations.  1.2.2.References in
this Agreement to statutory provisions shall be construed as references to
those provisions as respectively amended, consolidated, extended or re-enacted
from time to time and shall include the corresponding provisions of any earlier
legislation (whether repealed or not) and any orders, regulations, instruments
or other subordinate legislation made from time to time under the statute
concerned.  1.2.3.References to
this Agreement shall include the Exhibits which are attached hereto and shall
form an integral part hereof and shall have the same force and effect as if
expressly set out in the body of this Agreement.  1.2.4.The headings in
this Agreement are for convenience only and shall not affect the interpretation
hereof.  1.2.5.In this
Agreement, references to any time of day are to the time in Istanbul, Republic
of Turkey.  1.2.6.The words other,
include and including do not connote limitation in any way.  2.INTERIM PERIOD
/ PENDING CLOSING  2.1.Except as otherwise provided for in this clause or in other clauses or
Exhibits to this Agreement or otherwise approved in writing by the Assignee
during the Interim Period, the Assignor shall take all reasonable actions
within its powers to the extent permitted under applicable law to maintain the
Business Assets in the ordinary course, consistent with prudent generally
accepted industry practices provided however that the Assignor shall seek for
the written approval of the Assignee before voting on any material decision
under the Operating Agreement and before all material decisions including but
not limited to the work program and budget approvals.  Notwithstanding the foregoing, the Assignee shall
not unreasonably withhold such approval. The Assignor will comply with the
terms of all Exploration Licenses and contracts related to the Business Assets
including the Operating Agreement.  The Assignor will consult
and collaborate with Assignee in relation to all matters concerning the
operation of the Business Assets which are reasonably  8


likely to have a Material
Adverse Change and/or any positive economic impact on the operational or
financial condition or financial prospects.  Assignor shall promptly
notify Assignee and provide details upon the occurrence of: (a) any
written notice of default or termination received or given by Assignor with
respect to the Joint Property and/or the 
Operating Agreement, (b) any written notice of any pending or
threatened claim, demand, investigation, action, suit, inquiry or proceeding
related to the Joint Property and/or the 
Operating Agreement, (c) any material damage, destruction or loss
to major Joint Property under the 
Operating Agreement, or (d) any event or condition between the date
of this Agreement and the Closing Date that (i) would have a Material
Adverse Change on the business, operations, financial condition or results of
operations under the  Operating
Agreement, taken as a whole, or (ii) would render Assignees right to
acquire impossible.  The Assignor will not be
liable for the execution of the previous or future Operating Committee
resolutions which affect the status of the Exploration Licenses including but
not limited to the conversion of the exploration licenses
AR/TOR-SET-TPO/3499-3500 to exploitation lease on and after the Effective Date.  2.2.In particular, except as otherwise provided for in this
clause or in other clauses or Exhibits to this Agreement or otherwise approved
in writing by the Assignee, the Assignor during the Interim Period shall not:  (a)sell or transfer in whole or in
part any of the Business Assets except for any part of the inventory in the
ordinary course of business or due to an Operating Committee resolution;  (b)lease or create any Lien over any
of the Business Assets or otherwise grant any guarantee or indemnity, other
than in the ordinary course of trading and against sufficient collateral; or  (c)agree, conditionally or otherwise, to do any
of the foregoing.  3.AGREEMENT TO
ASSIGN  3.1.Business Assets  3.1.1.The Assignor hereby agrees
to assign the Business Assets to the Assignee, free   from any Liens and the Assignee  subject to the
satisfaction of the Conditions Precedent hereby agrees to acquire the assigned
Business Assets, subject to the terms of this Agreement.  3.1.2.The Assignee in reliance of the
Warranties hereby agrees to accept the Business Assets and undertakes that it
shall be bound by all terms and conditions of the Operating Agreement and its
amendments and shall comply with all requirements of the Turkish Petroleum
Legislation.  9


3.2.No Transfer of Business, No Assumption of any
Liabilities  The Assignee further is
not assuming or otherwise acquiring any debt, obligation,  or liability, including those arising out of
Litigation Claims and/or related to the Business Assets, of the Assignor and
thus the Assignee shall not assume any such debt, obligation or liability
attributable to the period prior to the Effective Date.  4.ASSIGNMENT
PRICE, PAYMENT AND ADJUSTMENTS  4.1.Assignment
Price  4.1.1.The
consideration for the assignment of the Business Assets shall be USD 80,250,000
plus applicable VAT in cash (hereinafter called theAssignment Price). The Assignment Price
is payable to the Assignors Account on the Closing Date.  4.1.2.The Assignee shall also further credit USD107,000  to Assignoras a Closing Adjustment in relation to the bond of USD 400,000 (in the
amount of USD 50,000 for each Exploration License) that had been placed by the
parties of the Operating Agreementwith the GDPA against drilling one well in the
Exploration Licenses before November 2010.  4.2.Any applicableVAT
arising from execution and performance of this Agreement shall be borne by the Assignee.  4.3.The Parties agree that, in
the absence of a specific provision to the contrary in this Agreement, all
payments under this Agreement, including any damage, Loss payments, shall be
made in USD, PROVIDED THAT where a payment is 
made by the Assignor under an indemnity, under Clause 7 hereto,
said payment shall be in the currency of the relevant Loss.  4.4.Adjustments to the
Assignment Price  Without prejudice to Clause
4.5, the following issues shall be taken into consideration for adjustment of
the Assignment Price, either at the Closing or following the Closing as stated
below:  4.4.1.Without prejudice to Clause 4.5.1, from and
after the Effective Date, the Assignee shall be responsible for all operations
and costs (pro rata to its interest in the Exploration Licenses upon
assignment) as a party to the Operating Agreement.  4.4.2.The Assignee, pro rata to its interest in the
Exploration Licenses, hereby accepts all budget and/or authority for
expenditure approval made by the Assignor of SASB Project, which is operated by
TPAO, as the same may be modified provided that the Assignor seeks for the prior written approval of the
Assignee for any material decision including but not limited to the work
program and budget approvals on and after the Effective Date.  4.4.3.Any and all liabilities and/or
benefits arising from the Micoperi Litigation shall be the Assignors
responsibility.  10


4.4.4.Pro rata to its interest in the
Exploration Licenses, the Assignee shall be responsible for the end of project
clean up and removal of all facilities (including but not limited to all
onshore and offshore facilities except for any cost related to removal of the
fallen caissons of Akkaya-1, Ayazlı-2 and Ayazlı-3 wells, which will
be the responsibility of Assignor) at the time of relinquishment of the
Exploration Licenses and/or any conversion of Production Lease that may be
awarded by the GDPA in accordance with the Turkish Petroleum Legislation.  4.4.5.Pro rata to its interest in the Exploration
Licenses, the Assignee hereby accepts and undertakes the costs, excluding the
Litigation Claims, arising on and after the Effective Date from the land and
administration building within the Cayagzi Gas Processing Plant which has been
purchased by TPAO and which is to be charged to the current and/or future
parties of the Operating Agreement over the next ten years as of _October 13,
2005.  4.4.6.Pro rata to its interest in the Exploration
Licenses, the Assignee hereby accepts the costs arising on and after the
Effective Date from the installation of a waste pipe into the sea for the town
of Akcakoca, estimated to be 100% cost of USD 50,000-60,000which
has been approved by the Operating Committee.  4.4.7Pro rata to its interest in the Exploration
Licenses, the Assignee hereby accepts on and after the Effective Date the costs
arising from participation into a 1500 Km 2D seismic program estimated to be
100% cost of USD 2,000,000 and expected to start in September 2008 over
the eastern areas of the Exploration Licenses.  4.4.8.Pro rata to its interest in the Exploration
Licenses, the Assignee hereby accepts and undertakes to participate in costs on
and after the Effective Date pertaining to the materials and equipment
inventory of the SASB Project in stock in Eregli associated with drilling of
future new wells.  4.4.9.The Assignee shall receive any
value of the scrap materials relating to the SASB Project.  All costs
referred to in this clause 4.4 shall be documented by the Assignor.  4.5.
CLOSING ADJUSTMENTS  4.5.1.Closing Adjustment shall be prepared by the
Assignor and agreed by the Assignee within a maximum of 3 months from the
Closing Date by the Parties.  4.5.2.Adjustments for the gas sales revenues and
OPEX, CAPEX, government royalty costs shall be made as part of the Closing
Adjustments.  4.5.3.Subject to the Closing Adjustments, the
Assignor shall pay the government royalty on production until the Closing Date.  11


5.CONDITIONS
PRECEDENT TO BE REALIZED PRIOR TO COMPLETION  5.1Completion
shall be conditional on the following:  5.1.1Nothing having occurred which has caused a Material Adverse
Change and Assignor having delivered to the Assignee a notice to the effect
that there has been no Material Adverse Change, material breach of Warranty or
breach of any obligation on their part under this Agreement or any of the
Warranties.  5.1.2.The Assignor declares that they do not have any creditor
other than IFC and thus the Assignor is not subject to Article 280/III of
the Execution and Bankruptcy Law.  5.1.3.The Assignor shall obtain and deliver an unconditional
consent letter from IFC confirming that it will not object to the assignment of
26.75% interest in the Exploration Licenses and other Business Assets.  5.1.4Assignor
shall obtain a letter from AKSA in order to evidence confirmation of AKSA that
the Natural Gas Sales Agreement shall be amended to entitle the Assignee in the
proceeds of the sales provided that the Assignee obtains the wholesaler
license.  5.1.5The Assignor shall provide a confirmation letter stating
that all Warranties shall be true and correct as of the Closing Date in
material aspects.  5.1.6Permission of the GDPA approving the assignment of 26.75 %
interest under the Exploration Licenses shall have been published in the
Official Gazette.  5.1.7The Assignee shall provide an acknowledgment letter
addressed to Stratic and TPAO on the next day following publication of the GDPA
approval in the Official Gazette stating that it unconditionally and
irrevocably approves all the terms and provisions of the Operating Agreement.  5.2Satisfaction or waiver of Conditions Precedent  The Parties shall use their
best endeavours to procure that the Conditions Precedent are fulfilled on or
before February 10, 2009 (or such later date as the Assignor and the
Assignee may agree in writing).  If all the Conditions
Precedent are not fulfilled or waived by the respective Parties on or before February 10,
2009 (or such later date agreed above):  12


5.2.1.1.1the
provisions of this Agreement (other than Article 10, 11, 12, 17 and 20)
shall cease to have effect (so that no Party shall have any liability under
them) except in relation to a previous breach; and  5.2.1.1.2no
Party shall make (or permit any person to make) any announcement concerning
this Agreement or any ancillary matter without the prior written consent of the
other Party.  5.3In the event the Closing does
not take place by November 03, 2008 the Assignment Price shall include
interest of LIBOR + 1% per annum which will be applicable from November 03,
2008 to the Closing Date.  6.CLOSING  Unless otherwise agreed, Closing shall take place
within 2 (two) Business Days following the publication of GDPAs approval for
assignment of 26.75% interest in the Exploration Licenses in the Official
Gazette regarding the contemplated transactions under this Agreement (Closing Date).  On the Closing
Date:  (a)
  The Assignor shall,
  subject to the terms and conditions set forth in this Agreement and, assign
  to the Assignee all the Business Assets free from all Liens.(b)
  The Assignor shall issue and deliver to the Assignee invoice for the
  assignment of the Business Assets. The Business Assets shall be at the risk
  of the Assignee from the date of delivery of the assignment documents to the
  Assignee at the Closing Date.(c)
  All technical and financial data related to the
  SASB Project and Business Information shall be delivered to the Assignee at
  the Closing Date.(d)
  Assignment Priceshall be remitted to the USD account of the Toreador
  Turkey Limited, Ankara Turkey Branch at YAPI KREDI Bank Karum Branch numbered
  666-70009213, on the Closing Date.(e)
  The invoicing for the Assignment Price shall be made by the Assignor
  as follows:  (i)Invoice for the Exploration License Price and
Production Asset Price will be issued on the Closing Date upon payment of the
Assignment Price by the Assignee.  (ii)Invoice for the Exploration Asset Price will
be issued within 2 (two) Business Days upon obtaining the VAT exemption
certificate from the GDPA. Obtaining VAT exemption certificate shall be
Assignees sole responsibility.  13


The
Assignor shall on best effort basis cooperate with the Assignee to provide the
invoicing in the way suggested by the Assignee. However, in case of any Tax
liability and/or penalty incurred by the Assignor due to the said invoicing
mechanism the Assignee shall immediately reimburse the Assignor upon its first
written demand accompanied by evidencing documents thereof for all such
penalties and liabilities imposed by the Governmental or Regulatory
Authorities. In case the Assignee cannot obtain the VAT exemption certificate
from the GDPA within 30 (thirty) days following the Closing, the Assignee shall
be liable for the payment of the VAT and the Assignor shall immediately issue
the invoice for the Exploration Asset Price including the VAT.  7.REPRESENTATIONS
AND WARRANTIES  7.1.By the Assignor  In consideration for
agreeing to assign the Business Assets to the Assignee on the terms and
conditions contained in this Agreement, Toreador
Turkey Limited and Toreador Turkey Limited, Ankara Turkey Branch hereby
jointly and severally represent, warrant and undertake to the Assignee in terms
of the Warranties set out below, which also shall be valid as at the Closing
Date. For these purposes, the Warranties given by the Assignor are as
follows:  7.1.1.Business Assets  (i)The Business Assets
to be assigned are and shall be as at Closing Date in good and working
condition, assignable, not obsolete and not destroyed.  (ii)The Assignor has full
possession and control and retains legal and beneficial title to the Business
Assets and at the Closing Date, the Business Assets shall be free from any Lien
or agreement for payment on deferred terms including but not limited to the
Overriding  Royalty and the IFC Loan
Agreement.  7.1.2.No conflict  The execution of this Agreement on the Closing
Date and in accordance with the terms and conditions of this Agreement will
not:  (a)by itself cause the
Assignor to lose the benefit of any material right it presently enjoys arising
from any agreement to which it is a party and regarding the Business Assets;  (b)by itself relieve any
person of any contractual obligation towards the Assignor and regarding the
Business Assets and  (c)by itself constitute
a default under any of the terms, conditions or provisions of any agreement or
unilateral undertaking or contract to which the Assignor is a party, and
regarding the Business Assets.  14


7.1.3.Information  All information that has been given to the Assignee or
its representatives or advisers by the Assignor or by its respective advisers
or other agents in the course of the negotiations leading up to this Agreement
or in the course of any legal due diligence or any form of investigation, was,
when given, and is now true, complete and materially accurate and not
misleading. There is no fact or matter, which has not been disclosed which
renders any such information untrue, incomplete or inaccurate or misleading or
the disclosure of which might reasonably affect the willingness of a willing
assignee to get the Business Assets assigned on the terms of this Agreement.
The information disclosed to the Assignee or its representatives or advisers of
the Assignee by the Assignor and/or its officers or other officials comprises
all information which is necessary for the reasonable assessment of the
financial, commercial and trading prospects of the Business Assets and the
valuation thereof. There are no other matters that if they had been disclosed
to the Assignee relating to the Business Assets, would have materially affected
the Assignees decision to enter into this Agreement.  The CD, which includes all written
information provided to the Assignee during the Due Diligence period is set
forth as Exhibit 3 to this Agreement.  7.1.4.Assignors assets are sufficient
to cover its financial obligations.  7.1.5.Assignordoes not have any creditor other than IFC and thus the Assignor is not
subject to Article 280/III of the Execution and Bankruptcy Law.  7.1.6.The Assignor accepts that the
transaction governed under this Agreement is not a business transfer.  7.1.7.No third party consent is required
to be obtained in respect of the Assignor to enable the Assignee to acquire the
26,75 %of the Business Assets except for the GDPA and IFC consent.  7.1.8.Until the license is obtained by
the Assignee for the wholesale of natural gas, the Assignor shall make the sale
of natural gas on behalf of the Assignee pro rata to Assignees interest of
26,75 %  in the Exploration Licenses and
the Operating Agreement in order for the Assignee to be entitled in the
proceeds of natural gas sales.  7.1.9.In addition to the Business
Information, the Assignor accepts to provide all other reasonable technical
data and information in relation to the SASB Project and Business Assets that
are related with the Operations conducted under the Operatorship of Toreador
Turkey Limited to the Assignee for a period of three years starting from the
Closing Date free of charge upon the request of the Assignee.  7.1.10.Assignors Rights.Assignor is the
lawful owner of 36,75% undivided interest in the Exploration Licenses and the
Operating Agreement, and holds the rights of the 26,75% of the said interest
free and clear of any Liens, claims, burdens or encumbrances, pledges or
mortgages. The Exploration Licenses and the Operating Agreement are in full
force and effect and no notice of default,  15


termination,
or breach under the Exploration Licenses and/or Operating Agreement has been
received by the Assignor nor, to the knowledge of the Assignor, any other party
to the Operating Agreement. The Assignor is not in default under the terms and
conditions of the Exploration Licenses and/or the Operating Agreement. The
Exploration Licenses, together with applicable Laws, contains the entirety of
the obligation of the Assignor to the Government, and no other understanding or
agreement whether oral or in writing exists between the Assignor and the
Government in relation to the subject matter of the Exploration Licenses except
as otherwise disclosed under this Agreement.  7.1.11.Claims and Litigation.Other than those disclosed in Exhibit 3
there are no claims, demands, actions, suits, Governmental or Regulatory
Authority inquiries, investigations or proceedings pending or threatened in
connection with the Exploration Licenses, SASB Project, Operating Agreement or
other documents and/or the activities carried out within the scope of the SASB
Project, Operating Agreement and/or the Joint Property and that would make a
Material Adverse Change  in relation to
the transactions contemplated by this Agreement. The Assignor agrees to present
a disclosure letter on the Closing Date indicating to its best knowledge and
according to the information provided by the Operator  the further claims, demands, actions, suits,
Governmental or Regulatory Authority inquiries, investigations or proceedings
have been initiated in connection with the Exploration Licenses, SASB Project,
Operating Agreement or other documents and/or the activities carried out within
the scope of the SASB Project, Operating Agreement and/or the Joint Property,
if any.  7.1.12.Employment Matters. There are no claims, demands, actions,
disputes, Governmental inquiries, investigations or proceedings pending or
threatened with regard to employment issues.  7.1.13.Compliance with Laws.The Assignor and their officers,
agents and employees (in the course of their duties) are, and have been, in
compliance with all applicable Laws in operation of their business and affairs.
The Assignor is not in default with respect to, or in violation of any license
or any Law, ordinance, Regulation, order or requirement relating to its
business, operations or properties, or the use thereof, of any record keeping
or bookkeeping requirements thereof, nor has the Assignor received any notice
of non-compliance with any governmental or local law, regulation or rule.  7.1.14.Joint Property.The Joint Property is in good
position and free and clear of any Liens, claims, burdens or encumbrances. There has not been any sale, transfer, pledge or
other disposal or any Lien, claim, option or encumbrance of any Joint Property,
any commitment made or liability incurred by the Assignor in respect of such
Joint Property.  7.1.15.Taxes. Each Assignor has duly and timely
filed all applicable Tax returns and reports required to be filed by law, and
has diligently either fully paid or has made sufficient provisions for all
Taxes which are due and payable and have been preliminarily or finally
assessed. All Taxes payable on the regular basis have been determined until the
Closing Date and paid in a correct manner or sufficiently provided for. All
transactions and circumstances resulting in Tax  16


liability have
been duly handled in the correct and customary way and duly notified to the Tax
authorities to the extent required by law.  The Assignor is
not involved in any dispute with any Taxation authority concerning any matter
likely to affect in any way the liability of the Assignor to Taxation and,
there are no circumstances which are likely to give rise to any such dispute
(including in respect of any customs duties due in respect of the Assignor or
any services performed by the Assignor).  The Taxation
affairs of the Assignor have never been subject to any investigation or enquiry
by any Taxation authority (other than routine questions or normal field Tax
audits), no Taxation authority has indicated that it intends to investigate the
Assignor and there are no circumstances that are likely to give rise to any
such investigation.  The Assignor has
not at any time declared, paid or made any dividend or other payment except any
dividend disclosed in their audited statutory accounts nor is it bound to make
such a distribution.  7.1.16.Licenses and Permits.Each Assignor has duly obtained
all necessary permits in relation to the Joint Property and Joint Operations
and the activities carried out within the scope of the SASB Project and/or the
Operating Agreement in accordance with the Laws/Regulations.  7.1.17.Environmental
LiabilitiesAll permits and approvals necessary for the Joint Operations and
activities carried out within the scope of the SASB Project and/or the
Operating Agreement to comply in all respects with applicable environmental
laws have been duly obtained. The Assignor and the activities carried out
within the scope of the SASB Project and/or the Operating Agreement are in full
compliance with all applicable Turkish Laws and regulations relating to
pollution control and environmental contamination, to the extent required for
the Joint Operations including all Laws and Regulations governing the
generation, use, collection, discharge or disposal of hazardous materials,
substances or wastes and all laws and regulations with regard to record
keeping, notification or reporting requirements regarding hazardous materials,
substances or wastes including the offsite wastes and contamination of land and
water. The Assignor has not been alleged to be in violation of, or subject to
any administrative or judicial proceeding pursuant to such Laws or Regulations,
either now or at any time in the past. The Assignor has not and is not subject
to any liability or obligation relating to the environmental conditions on,
under or about the properties or assets owned or used in any way by the
Assignor and/or related to the Joint Operations carried out within the scope of
SASB Project and/or the Operating Agreement, including without limitation, the
soil and groundwater conditions of such properties.  There are no facts or circumstances which
could form the basis for the assertion of any claim or the imposition of any
liability relating to environmental matters which could make a Material Adverse
Change on the business, results of operations, financial condition or prospects
of the Assignor or the activities carried out within the scope of the SASB
Project and/or the Operating Agreement.  17


7.1.18.Insurance.Insurance policies to which the
Assignor is party, with respect to their types and amounts of coverage, are
adequate to cover the Assignors business, to meet any contractual requirements
and to insure against any risks to which the Assignor and Joint Property are
exposed. Such policies are and always have been in full force and effect, all
premiums thereon have been paid and are fully unencumbered and the Assignor has
not received notice of cancellation or non-renewal of any such policies. There
are no outstanding claims under such insurance policies.  7.2.By the Assignee  7.2.1.Assignees and the Parents
assets are sufficient to cover its financial obligations including but not
limited to the payment of the Assignment Price.  7.2.2.The Assignee shall duly
and punctually perform the filing of the application in order to be registered
as a petroleum right holder with the GDPA.  7.2.3.The wholesale of natural
gas to be made between the Effective Date and until the date the Assignee
obtains the natural gas wholesale license shall be made by the Assignor in
accordance with Clause 7.1.8. In the event the Assignee fails to
issue the invoice for said natural gas sales until January 1, 2009 due to
not obtaining the natural gas wholesale license in accordance with Clause 7.1.8
or any another reason, the Assignee shall be, pro rata to its interest under
the Exploration Licenses and the Operating Agreement, liable for the corporate
Tax amount arising from the wholesale of natural gas to be made between
the Effective Date and the date of December 31, 2008 and that was paid by
the Assignor. In such case, the Assignee shall be liable to immediately pay
such amounts upon the first written demand of the Assignor accompanied by the
evidencing documents thereof. For the avoidance of doubt, in the event the
Assignee obtains the wholesale license within 3 (three) months from the Closing
Date, such payment shall be subject to Closing Adjustment regulated under Clause
4.5.  7.3.Mutual Representation by the
Parties  7.3.1.The Assignor and the Guarantor
hereby represents and warrants to the Parent and Assignee and the Parent and
Assignee each hereby represent and warrant to the Assignor and the Guarantor
that:  (a)The Parties are companies duly established
validly existing and in good standing under the laws of the country of their
establishment and have all requisite corporate powers and authorities to own
their respective properties and assets and to carry out their businesses as now
conducted;  (b)The Parties have all requisite corporate
powers and authorities to enter into and execute this Agreement and to carry
out their respective obligations hereunder. The execution and delivery of this
Agreement and the performance of the Parties obligations hereunder have been
duly authorized by any necessary corporate action by the board of directors
thereof and no other corporate proceedings are necessary to authorize such
execution and performance. This  18


Agreement has been duly executed by the Parties and constitutes their
valid and binding obligations, enforceable against each other in accordance
with its terms;  (c)The execution and performance by the Parties
of this Agreement do not and will not violate or conflict with any provision of
their memorandum or articles of association and do not and will not violate any
provision of law, or any order, judgment or decree of any court or other
governmental or regulatory authority, nor violate nor will result in a breach
of or constitutes (with due notice or lapse of time or both) a default under
any contract, lease, loan agreement, mortgage, security agreement, trust
indenture or other agreement or instrument to which any of the Parties is a
party or by which it is bound or to which any of their respective properties or
assets is subject.  (d)All of the above representations
and Warranties shall be deemed repeated immediately before Closing.  7.4.Each of the above representations
and Warranties is given independently from any other.  8.INDEMNIFICATION  8.1.Guarantor, Toreador Turkey LimitedandToreador Turkey Limited, Ankara Turkey Branchafter
the Closing Date, shall jointly and severally indemnify, defend and hold harmless
the Parent and Assignee from, against and in respect of any and all Losses
arising out of or relating to (i) any breach of any representation or
warranty made under Clauses 7.1 and 7.3 by the Assignor, or (ii) the
breach or non fulfillment of any covenant, agreement, obligation or undertaking
of Assignor herein.  8.2.On
and after the Closing Date, the Parent and the Assignee shall jointly and
severally indemnify, defend and hold harmless the Assignor from, against and in
respect of any and all Losses arising out of or relating to (i) any
material breach of any representation or Warranty made under Clauses 7.2 and
7.3 by the Parent or the Assignee, or (ii) the breach or non fulfillment
of any covenant, agreement, obligation or undertaking of the Parent or the
Assignee herein.  8.3.On and after the Closing Date, the Parties agree
that notwithstanding anything to the contrary in this Agreement the Assignor
shall be liable for and shall indemnify the Assigneein
relation to and against all Losses which the Assignee may incur, arising out of
or in connection with any Litigation Claim.  8.4.The Assignor
shall indemnify, defend and hold harmless the Assignee fromagainst
and in respect ofall Losses, costs, payments and Tax related to the SASB
Project and/or the Business Assets which arise as a result of any event or
transaction on or before the Effective Date.  8.5.The Assignee
shall indemnify, defend and hold harmless the Assignor from against and in
respect of all Losses, costs, payments and Tax related to the  19


SASB Project and/or the Business Assets which arise
as a result of any event or transaction starting from the Effective Date and
valid until Closing Date pro rata to its interest in the Exploration Licenses.  8.6.The Assignor
shall indemnify, defend and hold harmless the Assigneeagainst
and in respect ofany and all liabilities and/or Losses arising from the
Micoperi Litigation.  8.7.The Assignor
shall indemnify, defend and hold harmless the Assigneeagainst
and in respect ofany and all claims and liabilities and Losses arising from
the Overriding Royalty and/or IFC Loan Agreement.  9.LIMITATIONS OF
ASSIGNORS LIABILITY  9.1.Limitations  9.1.1.The liability of any Party
under this Agreement shall be limited as follows:  No relevant claim may be
made unless written notice of the claim concerned has been given by the Party
seeking indemnification (the Indemnified Party) to the Party from whom
indemnification is sought (the Indemnifying Party) before the third (3rd) anniversary of
Closing for the claims other than Tax and before the fifth (5th)
anniversary of Closing plus 120 days for the claims regarding Tax;  (a)the maximum
aggregate liability of the Indemnified Party under Clause 8 shall not exceed an
amount equal to 40% (forty percent) of the aggregate of the Assignment Price;  (b)If and to the
extent that any Losses giving rise to a claim by an Indemnified Party hereunder
which would not have arisen but for a transaction, action or omission carried
out or effected by the Indemnified Party (save for where such transaction,
action or omission has been procured by an Indemnifying Party) at any time
after the Closing or arises as a result of any change in law after the Closing,
or the practice of any governmental body occurring after the Closing, the
Indemnifying Party shall not have any responsibility for such Losses;  (c)An Indemnifying
Party shall not be required to indemnify an Indemnified Party in respect of any
contingent or potential liability unless and until such liability has become
actual and has been paid for by the Indemnified Party or has become the subject
matter of a binding non-appealable obligation to pay by the Indemnified Party;  9.1.2Without prejudice to Article 2.1,
the Assignor shall not be responsible for the acts or omissions of the Operator
even though caused in whole or in part by a pre-existing defect, the negligence
(whether sole, joint or concurrent), willful misconduct, strict liability or
other legal fault of indemnity of the Operator during the operations to be
performed in the SASB Project on and after the Effective Date.  20


9.2.Handling of Claims  If
any claim derives from claims, actions or demands by third parties (including
any Governmental or Regulatory Authority), the following shall apply:  (a)Within one (1) month
following receipt of service of process of a claim that can give rise to claim
for indemnification under this Agreement, the Indemnified Party shall notify
the Indemnifying Party of the existence of such receipt;  (b)Within one (1) month
of receiving such notice the Indemnifying Party shall be entitled to provide
notice to the Indemnified Party that it intends to assume the defence of such
matter and confirm its agreement to undertake the indemnification of the
Indemnified Party as contemplated hereunder. Subject to the above, the
Indemnifying Party shall have the right to conduct the defence of any claim or
action. The Indemnified Party may at its own cost and expense retain counsel to
act on its behalf with respect to any matter and the Indemnifying Party agrees
to procure that its counsel co-operate with any counsel so appointed by the
Indemnified Party subject always to the understanding that the ultimate
decisions in respect of any indemnified claims shall remain with the
Indemnifying Party.  (c)In the event that the
Indemnifying Party does not undertake the defence of any claim, action, suit or
proceeding as provided in paragraph (b) above, the Indemnified Party shall
properly and diligently defend such claim, action, suit or proceeding. The
Indemnified Party shall notify the Indemnifying Party of such action and shall
provide it with all relevant information.  (d)The Indemnified Party
shall have the right to conduct the defence of any claim for injunctive relief
or precautionary measures or in other circumstances where urgent legal action
is required for the defence of its interests, without waiting for a response
from the Indemnifying Party provided that the Indemnifying Party is notified of
the situation prior to the action of the Indemnified Party.  10.Confidentiality  10.1.Prohibition on disclosure  The Parties agree
that all documents, materials or information received from the other Party in
connection with this Agreement or possessed/learnt during the course of
negotiations leading to the present Agreement are confidential information (Confidential Information). Each Party agrees not to
disclose and to hold in confidence, the Confidential Information, the terms and
conditions of this Agreement, the existence and content of discussions with
respect to the Agreement and the status of the discussions, except that each  21


Party may
disclose documents, materials and information to its employees, attorneys and
accountants who are required to know that information for the proper
performance of their respective duties in effecting the transaction. A
Disclosing Party must notify all parties to whom Confidential Information is
disclosed that the information must be kept confidential in accordance with the
terms of this Agreement and this Clause 9.  The
Parties will procure that their employees and advisors that are involved in
this project abide to these confidentiality obligations as if they were parties
of it.  Each Party
undertakes with the other Party that it shall both during and after the term of
this Agreement preserve the confidentiality of, and not directly or indirectly
reveal, report, publish, disclose, duplicate or transfer or use for its own or
any other purposes Confidential Information except:  (a)in the circumstances set out in sub-clause
9.2 below;  (b)to the extent otherwise expressly
permitted by this Agreement; or  (c)with the prior consent in writing
of the Party to whose affairs such Confidential Information relates.  10.2.Permitted disclosures  The circumstances
referred to in sub-clause 9.1.a above are:  (a)where the Confidential
Information, before it is furnished to the other Party, is already in the
public domain;  (b)where the Confidential
Information, after it is furnished to a Party, enters the public domain
otherwise than as a result of (i) a breach by the same Party of its
obligations in this Clause 9 or (ii) a breach by the person who disclosed
that Confidential Information of a confidentiality obligation;  (c)if and to the extent that the
disclosing  Party, makes disclosure of
the Confidential Information to any third party:  (i)in compliance with any requirement of law, rule or regulation;  (ii)in response to any applicable regulatory authority to which any Party
is subject where such requirement has the force of law; or  (iii)in order to obtain tax or other clearances or consents from the
Governmental or Regulatory Authorities or other relevant taxing or regulatory
authorities.  PROVIDED THAT any such information disclosable pursuant to paragraphs
(i), (ii) or (iii) of sub-clause (b) shall be disclosed only
after consultation with the other Party and only to the extent required by law
or the respective Authority.  22


This
confidentiality obligation shall survive the termination of this Agreement for
any reason and shall be valid for an additional three (3) year period
thereafter.  11.NOTICES  11.1.Notices and other
communications required or permitted hereunder shall be delivered in person or
sent by registered or certified mail (preceded by a voluntary facsimile copy if
desired by the sender), postage prepaid, addressed to:  In case of
the Parent and Assignee:  Petrol
Ofisi AS Attn.
Mr. Ramazan Güney Fax: +90 312 427 44 06 Email: ramazang@poas.com.tr Address: Atatürk
Bulvarı Celal Bayar İş Merkezi No. 211 Kat 9
Kavaklıdere, Ankara, Turkey  Petrol
Ofisi Arama Üretim San. Tic.A.S. Attn.
Mr. Tayfun Sümer Fax: +90 212 329 15 19 Email: tayfuns@poas.com.tr Address: Eski Büyükdere
Caddesi 33/37 Maslak, Istanbul, Turkey  In case of the Assignor and the Guarantor:  Toreador
Turkey Limited;  Toreador Turkey Limited,
Ankara Turkey Branch & Toreador Resources Corporation Attn. Mr. Roy
A. Barker Fax:+ 90 312 468 50 84 Email: rbarker@toreadorturkey.com Address : Cinnah Caddesi Göreme Sokak No:1/3 Kavaklıdere, Ankara,
Turkey  or to such other
address or number as shall be furnished in writing by any such Party; provided
however, that notices or communications consisting of notices of default,
termination or rescission shall be sufficiently given only if delivered via a
Turkish notary, by registered mail or by courier, and shall be deemed to have
been received on the actual date of receipt.  12.ANNOUNCEMENTS
/ PUBLICITY  12.1.Restrictions on announcements  No Party shall
make any public announcement, press conference or other communication relating
to this Agreement, the Business Assets or any ancillary  23


matter related to
the transactions contemplated hereby before or after Closing without the prior
written approval of the other Party, such approval not to be unreasonably
withheld or delayed, save as may be required by:  (a)any law, rule or regulation; or  (b)any applicable regulatory authority to which the Assignor or the
Assignee is subject (where such requirement has the force of law).  12.2.Legal and regulatory requirements  The Assignee and
the Guarantor, on the one hand, and the Parent and the Assignor, on the other
hand, undertake to provide each other with all such information known to themas may reasonably be required by the other Party in
relation to the Business Assets for the purpose of complying with the
requirements of law or any applicable regulatory authority to which any of the
Parties is subject where such requirement has the force of law.  13.ENFORCEABILITY
AND SEVERABILITY  Each of the
agreements, undertakings, covenants, warranties, indemnities and other
obligations of the Parties entered into pursuant hereto is considered
reasonable by the Parties but in the event that a competent court rules that
any provision or part thereof shall be held void or unenforceable, said
provision or part shall be severed from this Agreement or other document in
which it is contained or otherwise modified to become valid and enforceable and
such document shall not be affected by such severance or modification. The
Parties shall nevertheless negotiate in good faith in order to agree the terms
of mutually satisfactory provisions, achieving as closely as possible the same
commercial effect, to be substituted for the provisions so found to be void or
unenforceable.  14.FURTHER
ASSURANCE  Each of the Parties hereby
agrees for no additional consideration or payment to do, execute and deliver
any such further acts documents and things as it may be reasonably required to
complete the transactions envisaged herein, and to vest in the Assignee (or as
it shall direct) the ownership of the Business Assets free from all Liens and
to vest the benefit of this Agreement in the Assignee.  15.RESOLUTORY
CONDITION AND TERMINATION  In the event that the GDPA
rejected the assignment of the Business Assets to the Assignee by Assignor the
Agreement will be extinguished under the terms of the law, automatically,
immediately and regardless of any subpoenas or statements of intent from the
Parties or analysis from the competent courts.  24


16.
  SURVIVAL
  OF REPRESENTATIONS, WARRANTIES AND COVENANTS16.1.1.
  The
  representations and warranties of the Parties set forth in this Agreement
  shall survive for a period of 3 (three) years from the Closing Date for the
  claims other than Tax and 5 (five) years plus 120 days from the Closing Date
  for the claims related to Tax.16.1.2.
  The
  Parties hereby agree to submit to each other the confirmation letter in the
  form attached hereto as Exhibit 4.17.
  COSTSSave as expressly otherwise provided herein each Party shall pay its
  own costs and expenses in connection with the preparation, negotiation,
  carrying into effect and consummation of this Agreement.18.
  WAIVER,
  VARIATION AND RELEASE18.1.
  No waiver by omission,
  delay or partial exerciseNo omission to
  exercise or delay in exercising on the part of any Party any right, power or
  remedy provided by law or under this Agreement shall constitute a waiver of
  such right, power or remedy or any other right, power or remedy or impair
  such right, power or remedy. No single or partial exercise of any such right,
  power or remedy shall preclude or impair any other or further exercise
  thereof or the exercise of any other right, power or remedy provided by law
  or under this Agreement.18.2.
  Specific waivers to be in
  writingAny waiver of
  any right, power or remedy under this agreement must be in writing and may be
  given subject to any conditions thought fit by the grantor. Unless otherwise
  expressly stated, any waiver shall be effective only in the instance and only
  for the purpose for which it is given.18.3.
  Variations to be in
  writingNo variation or
  amendment to this Agreement shall be of any effect unless it is agreed in
  writing and signed by or on behalf of each Party.19.
  GENERAL19.1.
  This Agreement and all documents delivered as part of or incident to
  this Agreement or which are incorporated as part of this Agreement by
  reference constitute and contain the entire agreement between the Parties and
  supersede any and all prior agreements, arrangements and understandings
  between the Parties to this Agreement relating to the subject matter of this
  Agreement.19.2.
  Except where expressly provided to the contrary, the rights and
  remedies reserved to the Parties or any of them under any provision of this
  Agreement  25


or in any document to be executed pursuant hereto shall be in
  addition and without prejudice to any other rights or remedies available to
  such Parties whether under this Agreement or any such document or under law
  or otherwise.19.3.
  This Agreement shall not be assignable by any Party without the prior
  written consent of the other Parties.19.4.
  The parties hereto have participated jointly in the negotiation and
  drafting of this Agreement. In the event any ambiguity or question of intent
  or interpretation arises, this Agreement shall be construed as if drafted
  jointly by all parties hereto, and no presumption or burden of proof shall
  arise favoring or disfavoring any party by virtue of the authorship of any
  provision of this Agreement.20.
  GOVERNING
  LAW AND DISPUTE RESOLUTION20.1.
  This Agreement and all disputes and claims arising out of or in
  connection therewith, shall be governed by, and construed in accordance with
  Turkish Law.20.2.
  Any dispute, controversy or claim arising out of, or in connection
  with, this Agreement, or the breach, termination or invalidity thereof, shall
  be settled by the Ankara Courts.21.
  CAUTIO
  JUDICATUM SOLVITo the extent that the Assignee or Parent may, in any
  suit, action or proceeding brought before a court of Turkey arising out of or
  in connection with this Agreement, be entitled to the benefit of any
  provisions of law requiring the Assignor or the Guarantor in such suit,
  action or proceeding to post security for the costs of the Assignee or the
  Parent (cautio judicatum solvi), or to post a
  bond or to take similar action, the Assignee and the Parent hereby
  irrevocably waives such benefit, in each case to the fullest extent now or
  hereafter permitted under the laws of Turkey.22.
  COUNTERPARTSThis Agreement is prepared and executed as one original
  in the English language. The original Agreement will be kept by the Assignee.
  The stamp duty arising out of the execution of one original of this Agreement
  shall be paid by the Assignee and if any extra original is requested by the
  Assignor, the stamp duty arising from this extra original will be paid by the
  Assignor.A photocopy of the signed original following the
  certification of the Notary Public as same as original will be delivered to
  the Assignor.  26


In case it is necessary to submit the original Agreement
  to any of the authorities or court or arbitral panel the Assignee agrees and
  declares in advance that it will submit the original Agreement to such person
  or authority and in case it does not submit or refrains from submitting the
  original Agreement, it will not object the identicalness of the photocopy of
  the Agreement certified by the Notary Public and accept such certified
  photocopy of the Agreement to be treated as original.Notwithstanding the foregoing, each counterpart shall constitute an
  original of this Agreement but all the counterparts shall together constitute
  one and the same agreement.  SIGNATORIES  AssignorRepresented by/s/ Roy BarkerMr. Roy A. BarkerGuarantorRepresented by/s/ Roy A. BarkerMr. Roy A. BarkerParentRepresented by/s/ Melih Türker
  
  /s/ Ogeday ÇağatayMr. Melih Türker
  
  Mr.  Ogeday ÇağatayAssigneeRepresented by/s/ Tayfun SumerAvukat(Member of the Board of Directors)  27


ExhibitsExhibit 1
  Definition of the Business AssetsExhibit 2
  Parent Corporate GuarantyExhibit 3
  CDs and External Disk Regarding the Due
  Diligence DocumentsExhibit 4
  Confirmation Letters  28