10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

Form 10-K

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended: December 31, 2007
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 0-02517

Toreador Resources Corporation

(Exact name of Registrant as specified in its charter)

Delaware	75-0991164
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification Number)
13760 Noel Road #1100 Dallas, Texas	75240 (Zip Code)
(Address of principal executive office)

Registrant’s telephone number, including area code: (214) 559-3933

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each Class:	Name of Each Exchange on Which Registered:
COMMON STOCK, PAR VALUE $.15625 PER SHARE	NASDAQ GLOBAL MARKET

Securities registered pursuant to Section 12(g) of the Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o     No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o     No þ

Indicate by check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting Company o
	Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).  Yes o     No þ

The aggregate market value of the voting and non-voting common equity of the registrant held by non-affiliates, computed by reference to the closing sales price of such stock, as of June 29, 2007 was $189,009,675. (For purposes of determination of the aggregate market value, only directors, executive officers and 10% or greater stockholders have been deemed affiliates.)

The number of shares outstanding of the registrant’s common stock, par value $.15625, as of March 14, 2008 was 19,944,943 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement for the 2008 Annual Meeting of Stockholders, expected to be filed on or before April 29, 2008, are incorporated by reference into Part III of this Form 10-K

TABLE OF CONTENTS

			Page
PART I
	Item 1 and 2.	Business and Properties		1
	Item 1A.	Risk Factors		17
	Item 1B.	Unresolved Staff Comments		26
	Item 2.	Properties (see Item 1. Business and Properties)		26
	Item 3.	Legal Proceedings		26
	Item 4.	Submission of Matters to a Vote of Security Holders		27
PART II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		28
	Item 6.	Selected Financial Data		30
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		31
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		49
	Item 8.	Financial Statements and Supplementary Data		49
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		50
	Item 9A.	Controls and Procedures		50
	Item 9B.	Other Information		52
PART III
	Item 10.	Directors, Executive Officers and Corporate Governance		52
	Item 11.	Executive Compensation		52
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		52
	Item 13.	Certain Relationships and Related Transactions and Director Independence		52
	Item 14.	Principal Accountant Fees and Services		52
PART IV
	Item 15.	Exhibits and Financial Statement Schedules		53
SIGNATURES				54
Registration Rights Agreement
First Amendment to Registration Rights Agreement
Legal Opinion of Gunel & Kaya
Amendment Number One to Amended and Restated 1990 Stock Option Plan
Amendment Number Two to Amended and Restated 1990 Stock Option Plan
Amended and Restated 1994 Non-employee Director Stock Option Plan
2002 Stock Option Plan
Amendment Number One to the 2002 Stock Option Plan
Contract for the Supply of Crude Oil
First Amendment to Registration Rights Agreement
Summary Sheet - 2008 Charles J. Campise Annual Base Salary
Computation of Ratio of Earnings to Fixed Charges
Subsidiaries
Consent of Grant Thornton LLP
Consent of LaRoche Petroleum Consultants, Ltd.
Certification of Chief Executive Officer Pursuant to Section 302
Certification of Senior Vice President - Finance & Accouting and Chief Accounting Officer Pursuant to Section 302
Certification of Chief Executive Officer and Senior Vice President - Finance & Accounting and Chief Accounting Officer Pursuant to Section 906
Letter from Hungarian Mining Bureau

PART I

Items 1 and 2.  Business and Properties

Toreador Resources Corporation, a Delaware corporation (together with its direct and indirect subsidiaries, “Toreador,” “we,” “us,” “our,” or the “Company”), is an independent international energy company engaged in oil and natural gas exploration, development, production, leasing and acquisition activities. Our strategy is to increase our reserves through a balanced combination of exploratory drilling, development and exploitation projects and acquisitions. We focus on international exploration activities in countries where we can establish large acreage positions. We also focus on prospects where we do not have to compete directly with major integrated or large independent oil and natural gas producers and where extensive geophysical and geological data is available. Our international operations are all located in European Union or European Union candidate countries that we believe have stable governments, have existing transportation infrastructure, have attractive fiscal policies and are net importers of oil and natural gas.

We currently hold interests in permits granting us the right to explore and develop oil and natural gas properties in offshore and onshore Turkey, Hungary, Romania and France. At December 31, 2007, we held interests in approximately 5.9 million gross acres and approximately 4.8 million net acres, of which 99.4% are undeveloped. At December 31, 2007, our estimated net proved reserves were 13.3 million barrels of oil equivalent (MMBOE).

Historically, our operations have been concentrated in the Paris Basin in France and in south central onshore Turkey and offshore Turkey in the Black Sea. These two regions accounted for 99% of our total proved reserves as of December 31, 2007 and approximately 82.8% of our total production for the year ended December 31, 2007.

Incorporated in 1951, we were formerly known as Toreador Royalty Corporation.

See the “Glossary of Selected Oil and Natural Gas Terms” at the end of Item 1 for the definition of certain terms in this annual report.

Recent Developments

Turkey

In the South Akcakoca Sub-basin project (SASB) located offshore Turkey in the Black Sea, the tie-in of the Ayazli platform is finished and production is expected to begin from that platform by mid-March 2008. As of March 14, 2008 production from the Akkaya and Dogu Ayazli platforms is approximately 16 million cubic feet of gas per day (MMCFD) with the Ayazli platform expected to add another 15 MMCFD of production. The February 2008 wellhead price for natural gas from the SASB is approximately $10.21 per thousand cubic feet of gas (MCF) and is expected to be increased to over $11.00 per MCF in May by a mandated rise in the price charged for uninterruptible gas supply to industrial customers in Turkey by BÖTAŞ, the Turkish state pipeline operator.

Toreador is currently evaluating several offers for a portion of its working interest in the SASB and expects to receive another offer in early April. The evaluation process is expected to conclude soon after the receipt of the offer in April and public filings will be made should one of the offers be accepted. Currently Toreador holds a 36.75% working interest in the South Akcakoca Sub-basin and the eight adjacent offshore exploration blocks. The operator is TPAO, the Turkish national oil company which holds a 51% working interest, with the remaining 12.25% working interest held by Stratic Energy Corporation.

Hungary

Preparations are being made for the drilling of two exploration wells in Toreador’s Szolnok exploration block. As previously disclosed, four joint venture partners are providing approximately $10 million in capital for the drilling of two wells and a 3-D seismic program in return for a 75% working interest in the Szolnok block. Toreador is the operator and is being carried for its 25% working interest to the casing point in the two wells and the 3-D survey. It is anticipated that the first well will spud and the 3-D survey will commence in April. The second well will immediately follow the first.

1

Another joint venture in Hungary is expected to be completed before the end of March 2008 with a private European oil and gas company to drill and test a delineation well in Toreador’s Tompa exploration block. The well will be drilled in an updip location to evaluate a deep gas play that was first detected by two wells drilled in the late 1980’s by OKGT (the former Hungarian state oil company) and the U.S. Geological Survey. The wells produced gas in drill stem tests from a conglomerate encountered below 3,200 meters depth in the northwestern corner of the Tompa block. The proposed terms of the joint venture are for the partner to drill, case and test a well projected to cost up to $16 million in return for a 75% interest in the Tompa block. Toreador will be carried for the first well and retain a 25% working interest in the block.

Romania

In the fourth quarter of 2007 we completed a 2D seismic survey of approximately 252 sq. km. in the Moinesti and Viperesti license areas. The data is currently being processed and final interpretation should be finalized in the second quarter of 2008.

Strategy

Our business strategy is to grow our oil and natural gas reserves, production volumes and cash flows through drilling internally generated prospects. We also seek complementary acquisitions of new interests in our core geographic areas of operation. We seek to:

Target under-explored basins in international regions.

Our operations are all located in European Union or European Union candidate countries that we believe have stable governments, have existing transportation infrastructure, have attractive fiscal policies and are net importers of oil and natural gas. We focus on countries where we can establish large acreage positions that we believe offer multi-year investment opportunities and concentrate on prospects where extensive geophysical and geological data is available. Currently, we have operations in Turkey, Hungary, Romania and France. We believe our concentrated and extensive acreage positions have allowed us to develop the regional expertise needed to interpret specific geological trends and develop economies of scale.

Maintain a deep inventory of drilling prospects.

Our South Akcakoca sub-basin gas project is located on approximately 50,000 acres within our approximately 962,000 acre Western Black Sea permits. It is the only area we have explored within these permits and we believe there are significant additional drilling opportunities within and outside of the South Akcakoca Sub-Basin. Similarly, we believe our Hungarian and Romanian positions offer multi-year drilling opportunities.

Pursue new permits and selective property acquisitions.

We target incremental acquisitions in our existing core areas through the pursuit of new permits. Our additional growth initiatives include identifying acquisitions of (i) producing properties that will enable us to increase our production and (ii) reserve and acreage positions on favorable economic terms. Generally, we seek properties and acquisition candidates where we can apply our existing technical knowledge base.

Manage our risk exposure.

Because exploration projects have a higher degree of risk than development projects, we have changed our strategy to farmout all seismic and exploration drilling. We will attempt to secure partners to pay for all seismic and drilling costs up to casing point. Our plan is for industry partners to pay for 100% of all exploratory costs in order to earn a 50%-75% working interest.

Maintain operational flexibility.

Given the volatility of commodity prices and the risks involved in drilling, we remain flexible and may adjust our drilling program and capital expenditure budget. We may defer capital projects in order to seize attractive

2

acquisition opportunities. If certain areas generate higher than anticipated returns, we may accelerate drilling in those areas and decrease capital expenditures elsewhere.

Leverage experienced management, local expertise and technical knowledge.

We have assembled a management team with considerable technical expertise and industry experience. The members of our management team average more than 25 years of exploration and development experience in over 40 countries. Additionally, we have an extensive team of technical experts and many of these experts are nationals in the countries in which we operate. We believe this provides us with local expertise in our countries of operations.

Our Properties

Turkey

We established our initial position in Turkey at the end of 2001 through the acquisition of Madison Oil Company. In Turkey, we currently hold interests in 34 exploration and one exploitation permit covering approximately 3 million net acres. Our exploration and development program focuses on the following areas:

Western Black Sea Permits

The Turkish national oil company, TPAO, currently is the operator, and we hold a 36.75% working interest in the Western Black Sea permits, which cover approximately 961,550 gross acres.

South Akcakoca Sub-Basin

The South Akcakoca Sub-Basin is an area of approximately 50,000 acres located in the Western Black Sea, offshore Turkey. We discovered gas in September 2004 with the Ayazli-1 well and since that time have drilled 14 additional successful delineation wells. The Cayagzi-1 and Kuzey Akkaya-1 delineation wells were drilled to total depth and did not encounter hydrocarbons, and were plugged and abandoned. During 2007 we drilled Akcakoca-3, Akcakoca-4, Guluc, Alap1-1 and Bati Eskikale-1 wells, the first three of which required a floating rig, and completed the first phase of pipeline and facility construction with first production commencing in May 2007. The first phase of infrastructure development included: setting up three production platforms; laying a sub-sea pipeline; constructing the onshore processing facility for the entire sub-basin development; and constructing the onshore pipeline to tie into the national pipeline operated by the Turkish national gas utility.

Eregli Sub-Basin

The Eregli sub-basin is an area of approximately 75,000 acres located in the Western Black Sea, offshore Turkey. We acquired approximately 325 km. of high resolution 2D marine seismic survey on the permit in preparation for an exploration program.

Thrace Black Sea Permits

The Thrace Black Sea permits are located offshore Turkey in the Black Sea between Bulgarian waters and the Bosphorus Straits. We are the operator and hold a 50% working interest in the permit covering 844,382 gross acres. In June 2005, HEMA Endustri A.S., a Turkish-based conglomerate, agreed to pay 100% of the first $1.5 million of the geophysical and exploration costs on this acreage in exchange for an option for a 50% interest in this permit. In 2006, we completed approximately 1500 km. of 2D marine seismic program. The Karaburun #1 was drilled as a dry hole in 2007.

Sea of Marmara Permit

We have an exploration permit on three blocks in the Marmara Sea offshore Turkey to the south of the city of Tekirdag. The three blocks total approximately 364,448 acres. We are the operator and hold 100% working interest in this permit.

3

Central Black Sea Permits

In August 2007, the Turkish government awarded us an additional offshore permit located in shallow waters offshore central Turkey to supplement our two permits in the same district. Altogether the three permits cover approximately 329,204 acres. We intend to acquire 1000 km. of 2D marine seismic survey in 2008, and we will then conduct a full analysis of existing technical data on these three permits in which we hold a 100% working interest.

Eastern Black Sea Permit

We have an exploration permit on three blocks in the Black Sea offshore Turkey in the coastal waters to the west northwest of the city of Trabzon. The three blocks total approximately 357,062 acres. We are the operator of and hold 100% working interest in this permit. In the fourth quarter of 2006, we completed approximately 90 km. of 2D seismic data. The rest of the 1,000 km program is scheduled to be completed in mid-2008.

Van Permit

The Van permit area is in Eastern Turkey and covers approximately 964,629 acres. We have been gathering geological and geophysical data to define prospective structures. We have already initiated re-processing of existing 2D seismic data in the permit area and plan to acquire approximately 300 km. of 2D onshore seismic survey in 2008. We are the operator of and hold a 100% working interest in this permit.

Adiyaman Permits

The Adiyaman permits, in which we hold a 100% working interest, cover approximately 39,450 acres located in southeast Turkey. We have already initiated re-processing of existing 2D seismic data in the permit area.

Bakuk Permit

Onshore in southeast Turkey, at the Syrian border, we have an exploration permit on one block of approximately 95,897 acres. The block is west of some existing oil and gas fields. We are the operator of and hold a 100% working interest in this permit. We are reprocessing all 2D seismic data which were acquired by the previous operator prior to drilling an exploration well in the permit area.

Hungary

We established our initial position in Hungary in June 2005 through the acquisition of Pogo Hungary Ltd. from Pogo Producing Company for $9 million. We currently hold an interest in one exploration permit covering two blocks aggregating approximately 764,000 net acres.

Szolnok Block

During 2006 and 2007, extensive historic 2D seismic was reprocessed and interpreted. The review is ongoing but to date, has delineated multiple leads and prospects mainly on the northwestern and southern parts of the exploration area. A farm-out valued at $10 million was completed in December 2007 and includes the drilling of two exploration wells and acquiring 170 sq. km. of 3D plus 50 km of 2D seismic. The drilling is expected to commence in the first half of 2008 whereas the seismic program is planned for the second quarter of 2008. Permit applications have been submitted for the primary work program whereas further permit applications are currently being prepared which should enable the drilling of several additional prospects in 2009, each of which will test a variety of features and concepts both stratigraphic and structural in nature. Two gas wells were drilled by the previous operator in the Szolnok Block, each of which initially tested at over 4 Mmcf per day. Several production options are currently being investigated.

Tompa Block

In the first quarter of 2007 the Company completed an exploration and re-entry development program that was initiated in the second half of 2006. The exploration wells failed to encounter commercial hydrocarbons; however, the re-entry wells were successful. We are currently evaluating the most economical way to proceed in commencing

4

production from the re-entry wells. The farm-out process currently is in process and as such, it is expected that an exploratory well may be drilled in late 2008 or early 2009.

Romania

We established our initial position in Romania in early 2004 through the award of an exploration permit in the Viperesti block. We hold a 100% interest in one rehabilitation and two exploration permits covering approximately 625,000 acres.

Viperesti Permit

We currently are the operator and hold 100% interest in this exploration permit, covering approximately 324,000 acres. In December 2006, we spudded the first exploratory well on this prospect the Naeni #2 bis, and in January 2007 the well was plugged and abandoned. In February 2007, we spudded the second well, the Naeni #6 well, which was drilled to a total depth of 1,657 meters and was plugged and abandoned as a dry hole after logging. The third well in a multi-well exploration program planned for 2007 and 2008, the Lapos-2, was spudded in the Company’s Viperesti block in April and was plugged and abandoned as a dry hole. We have acquired approximately 107 sq km of new 2D seismic, a project that was completed in September 2007. Processing and interpretation of the 2D data is in progress.

Moinesti Permit

We are the operator and hold 100% of this exploration permit, covering approximately 300,000 acres. We have acquired approximately 145 km. of new 2D seismic, a project that was completed in November 2007. Processing and interpretation of the 2D data is in progress.

Fauresti Rehabilitation Permit

We are the operator and hold 100% of this rehabilitation permit. 5.0 sq. km. of 3D seismic survey over the Fauresti lease has been acquired. Processing and interpretation of the 3D acquired data is in progress.

France

We established our initial position in France at the end of 2001 through the acquisition of Madison Oil Company. We hold interests in permits covering five producing oil fields in the Paris Basin on approximately 24,260 net acres as well as seven exploration permits covering approximately 454,800 net acres.

Charmottes Field

We hold a 100% working interest and operate the permit covering the Charmottes Field, which currently has 7 producing oil wells. The field is produced from two separate reservoirs, one at 1,500 meters (4,500 feet) in the fractured limestone of the Dogger formation and the second one from the Triassic sandstones at 2,500 meters (7,500 feet) in the Donnemarie formation. Production is approximately 150 BOPD from both reservoirs.

Neocomian Complex

Pursuant to two exploitation permits, we operate and hold a 100% working interest in the permits covering the Neocomian Fields, which is comprised of a group of four oil fields. The complex currently has 80 producing oil wells and production is approximately 890 BOPD.

Courtenay Permit

We hold a 100% working interest and are the operator of this permit covering approximately 93,159 net acres which surrounds the Neocomian Fields. An exploration well was drilled in February 2007 to test a Neocomian sand objective and was plugged and abandoned.

5

Nemours Permit

We hold a 50% working interest in this permit covering approximately 23,635 net acres which is operated by Lundin Petroleum AB.

Aufferville Permit

We hold a 100% working interest and operate this permit covering approximately 33,111 acres. An exploration well was drilled in April 2007 that did not encounter commercial hydrocarbon and was declared a dry hole. Seismic data is being reprocessed and reinterpreted to generate new prospects maps. Several leads remain to be tested on this acreage.

Rigny Permit

We hold a 100% working interest and operate this permit covering approximately 82,779 acres. The existing seismic lines representing around 1000 km have been reprocessed and may lead to drillable prospect in the coming years.

Joigny Permit

We hold a 100% working interest and operate this permit covering approximately 33,100 acres. Geophysical and geological work is being done now to identify drillable prospects in the shallow Cretaceous and Jurassic section.

Malesherbes Permit

We hold a 100% working interest and operate this permit covering approximately 65,902 acres. The existing seismic lines representing around 900 km have been reprocessed to identify drillable Dogger prospects in the Jurassic section, analogous to the Itteville field and located immediately north of this acreage.

Mairy Permit

We hold a 30% working interest in this permit covering approximately 32,914 acres and operated by Lundin Petroleum A.B. The seismic data will be reprocessed during 2008 to identify and confirm two prospects in the Triassic Rhaetic sands, the primary play in this area of the Paris Basin.

United States

On September 1, 2007, we completed the sale of our U.S. oil and gas properties for approximately $19.1 million.

Title to Oil and Natural Gas Properties

We do not hold title to any of our properties, but we have been granted permits by the applicable government entities that allow us to engage in exploration, exploitation and production.

Turkey

We have 34 exploration permits covering seven Petroleum Districts. The Western Black Sea permits have been extended through to November 2010. The Bakuk permit and the Eastern Black Sea permits expire in September 2009. The Thrace Black Sea licenses expire in June 2008 and these will be extended by a further two years. The Central Black Sea license will be extended from the first quarter of 2009 for a further two years. The Van and Adiyaman permits expire in May and July, 2010, respectively, and the Sea of Marmara permit expires in late 2011.

Onshore exploration permits are granted for four-year terms and may be extended for two additional two-year terms, and offshore exploration permits are granted for six-year terms and may be extended for two additional three-year terms, provided that drilling obligations stipulated under Turkish law are satisfied. Under Turkish law, exploitation permits are generally granted for a period of 20 years and may be renewed upon application for two

6

additional 10-year periods. If an exploration permit is extended for development as an exploitation permit, the period of the exploration permit is counted toward the 20-year exploitation permit. In the opinion of Toreador’s Turkish counsel, Gunel & Kaya, a holder of an exploration permit that has had a discovery made on such exploration permit area and who applies for an exploitation permit in accordance with Turkish petroleum law shall be granted an exploitation permit for any area or areas covered by the exploration permit up to one-half of the exploration permit area. Therefore, in the opinion of Gunel & Kaya, upon application for an exploitation permit, the exploration permit covering the area of the South Akcakoca Sub-Basin in which the gas discovery was made will be converted into an exploitation permit with an initial period of 20 years.

In addition, the Cendere exploitation permits are in their initial 20 year period and are eligible for renewal for up to two periods of 10 years each. In the opinion of Gunel & Kaya, renewal applications for exploitation permits will be granted to those holders who have production of economical quantities of petroleum and comply fully with the obligations under the Turkish petroleum law. There is a long and clear track record of extending exploitation permits as since 1998, there have been at least 48 renewals of exploitation permits, with a majority of those renewals occurring since 2001, and as of March 6, 2008, an application for renewal of an exploitation permit has never been denied and at least 69 conversions of exploration permits to exploitation permits have been granted and as of March 6, 2008, an application for conversion of an exploration permit to an exploitation permit has never been denied. However, there can be no assurance that our exploration permit will be converted into an exploitation permit or that our exploitation permits will be renewed.

Our Turkish proved reserves are:

				At December 31, 2007
								Post-Expiration				Percent of
	Permit							Proved				Proved
	Expiration			Total Proved Reserves				Reserves				Reserves
Property	Year			(MBbl)		(MMCF)		(MBbl)		(MMCF)		Post-Expiration
Cendere (2 permits)		2012	(1)		1,049		—		659		—		62.82	%
S Akcakoca Sub-Basin		2010	(2)		—		12,939		—		7,043		54.43	%

(1)	Exploitation Permit
(2)	Exploration Permit

Hungary

We have two exploration permits that expire in March 2009. In 2006, we re-completed one well that was drilled by the previous operator on the Tompa exploration permit. We are currently evaluating the most economical way to proceed in commencing production from the re-entry wells.

Under Hungarian mining law, if we provide the Hungarian mining authority with a closing report accounting for the results of our exploration on the Tompa exploration permit area and such closing report is approved, for one year after March 2009, we will have the exclusive right to apply for a mining plot designation. If upon timely application for a mining plot designation, we met the requirements of Hungarian mining law for a mining plot designation, the Hungarian mining authority must grant us the mining plot. We anticipate applying for a mining plot covering the relevant area within the Tompa exploration permit within the one year exclusivity period beginning in March 2009 and providing the Hungarian mining authority with the required information to obtain the mining plot designation for the relevant area.

There is a long and clear track record of exploration permits being converted into mining plot designations. Based on information provided by the Hungarian Mining Bureau, since 1991 when MOL (MOL Hungarian Oil and Gas Public Limited Company), formerly the Hungarian state oil company, became a private company, there have been at least 72 mining plots requested, all of which were granted except for eight due to non-compliance to the request for additional information, the lack of a final exploration report, the lack of an environmental license or due to regional incompatibility with the mining rights of another entity. There can be no assurance that we will be able to convert our exploration permit into a mining plot designation.

We currently do not have proved reserves in Hungary.

7

Romania

The Moinesti and Viperesti permits will expire in 2009 and the Fauresti rehabilitation permit will expire in 2015. If, prior to the expiration of our Romanian permits, we have not completed the minimum exploration program required by the permits, we must pay the estimated costs of such exploration program to the Romanian government. If we were required to make such payments to the Romanian government, we estimate that the aggregate amount would be less than $8 million and as of December 31, 2007 we have spent $22 million for the construction of a gas processing facility and the re-entry of previously non-producing wells. We have not yet established proved reserves on the Moinesti and Viperesti permits.

The following is information relating to our Romanian proved reserves, all of which relate to the pre-expiration period of the Fauresti Rehabilitation permit:

	Permit		At December 31, 2007
	Expiration		Oil		Gas
Property	Year		(MBbl)		(MMcf)
Fauresti		2015		6		772

France

We hold seven French exploration permits: Aufferville, Nemours, Courtenay, Rigny, Joigny, Malesherbes and Mairy. No proved reserves have been established in these permits. Each of the French exploration permits expires in 2010. The French exploration permits have minimum financial requirements that we expect to meet during their terms. If such obligations are not met, the permits could be subject to forfeiture.

Under French mining law, exploitation permits can be extended by successive prolongations, with each prolongation not to exceed 25 years and such extensions are not subject to competitive bidding or public inquiry. Although the French government has no obligation to renew exploitation permits, based on conversations with the French mining authority, we believe it will renew such exploitation permits so long as we, the permit holder, demonstrate financial and technical capabilities and establish the studies used in defining the work schedule.

There is a long and clear track record of extending permits in France. Our subsidiaries have been operating in France since 1993 and have never been denied any exploration or exploitation permit for which they have applied or been denied any extension for which they have applied. Since 2001, our subsidiaries that operate in France have had six permits extended. However, there can be no assurance that we will be able to renew our exploitation permits.

The French exploitation permits that cover five producing oil fields in the Paris Basin are:

			At December 31, 2007
	Permit		Total Proved		Post-Expiration		Percent of Proved
	Expiration		Reserves		Proved Reserves		Reserves
Property	Year		(MBbl)		(MBbl)		Post-Expiration
Neocomian Fields		2011		8,437		7,032		83.29	%
Charmottes Field		2013		1,525		805		52.79	%

8

Oil and Natural Gas Reserves

The following table sets forth information about our estimated net proved reserves at December 31, 2007 and 2006 for our foreign properties. We sold our U.S. oil and gas properties on September 1, 2007. LaRoche Petroleum Consultants, Ltd. (“LaRoche”), an independent petroleum engineering firm in Dallas, Texas, prepared the estimates of proved developed reserves, proved undeveloped reserves and discounted present value (pretax). We prepared the estimate of standardized measure of proved reserves in accordance with Financial Accounting Standards Board (“FASB) Statement of Financial Accounting Standards No. 69, Disclosures about Oil and Gas Producing Activities. No reserve reports have been provided to any governmental agencies.

	December 31,
	2007		2006
TURKEY
Proved developed:
Oil (MBbl)		808		405
Gas (MMcf)		4,248		—
Total (MBOE)		1,516		405
Proved undeveloped:
Oil (MBbl)		241		260
Gas (MMcf)		8,691		21,424
Total (MBOE)		1,689		3,831
Discounted present value at 10% (pretax) (in thousands)(1)	$	89,376	$	89,913
Standardized measure of proved reserves (in thousands)	$	84,048	$	84,330
HUNGARY
Proved developed:
Oil (MBbl)		—		1
Gas (MMcf)		—		950
Total (MBOE)		—		159
Discounted present value at 10% (pretax) (in thousands)(1)	$	—	$	2,625
Standardized measure of proved reserves (in thousands)	$	—	$	970
ROMANIA
Proved developed:
Oil (MBbl)		6		41
Gas (MMcf)		772		3,040
Total (MBOE)		134		548
Discounted present value at 10% (pretax) (in thousands)(1)	$	1,110	$	12,941
Standardized measure of proved reserves (in thousands)	$	1,110	$	13,389
FRANCE
Proved developed:
Oil (MBbl)		7,170		6,770
Proved undeveloped:
Oil (MBbl)		2,798		2,858
Discounted present value at 10% (pretax) (in thousands)(1)	$	262,605	$	131,824
Standardized measure of proved reserves (in thousands)	$	174,211	$	86,190
COMBINED
Proved developed:
Oil (MBbl)		7,984		7,217
Gas (MMcf)		5,020		3,990
Total (MBOE)		8,822		7,882
Proved undeveloped:
Oil (MBbl)		3,039		3,118
Gas (MMcf)		8,691		21,425
Total (MBOE)		4,488		6,689
Total proved:
Oil (MBbl)		11,023		10,335
Gas (MMcf)		13,711		25,415
Total (MBOE)		13,308		14,571
Discounted present value at 10% (pretax) (in thousands)(1)	$	353,091	$	237,303
Standardized measure of proved reserves (in thousands)	$	259,369	$	184,878

(1) The discounted present value represents the discounted future cash flows attributable to our proved oil and natural gas reserves before income tax, discounted at 10%. Although it is a non-GAAP measure, we believe that the

9

presentation of the discounted present value is relevant and useful to our investors because it presents the discounted future net cash flows attributable to our proved reserves prior to taking into account corporate future income taxes and our current tax structure. We use this measure when assessing the potential return on investment related to our oil and natural gas properties. The standardized measure of discounted future net cash flows represents the present value of future cash flows attributable to our proved oil and natural gas reserves after income tax, discounted at 10%.

Reserves were estimated using oil and natural gas prices and production and development costs in effect on December 31, 2007 and 2006, without escalation. The reserves were determined using both volumetric and production performance methods. Proved reserves are those estimated quantities of crude oil, natural gas and natural gas liquids that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. THE VALUES REPORTED MAY NOT NECESSARILY REFLECT THE FAIR MARKET VALUE OF THE RESERVES.

Approximately 34% of our proved reserves are classified as proved undeveloped (PUD) as determined by the LaRoche 2007 reserve report. These reserves were identified from 30 (PUD) locations as part of LaRoche’s geological and reservoir engineering studies of our hydrocarbon producing assets.

The first 24 PUD locations are direct offsets to our existing French production in the Paris basin. Fault blocks have been mapped containing recoverable hydrocarbons that because of a lack of wellbores have typically underperformed from the existing waterflood. Additional wellbores will be drilled starting in 2009 to improve the recovery efficiency of the trapped hydrocarbons in these fault blocks.

Three other PUD locations were identified from our non-operated, onshore Cendere field in Turkey. Since we are not the operator of the Cendere field, we have no control of the timing or the success of any field operations. However, we are planning to review the additional development and expansion opportunities across the entire field with the operator in mid 2008.

The remaining PUD locations were identified from our 2007 drilling program in the Western Black Sea offshore Turkey. We intend to commence recompletion operations in late 2009 as part of a Phase II development plan for the Akcakoca area. This development plan is being prepared by a third party engineering firm and is expected to be finished in the spring of 2008.

The successful conversion of these PUD reserves into proved developed reserves is dependent upon the following:

•  Our ability to secure related oilfield equipment and services on a timely and competitive basis. Presently, there is great demand for and often extensive delays in securing oilfield equipment and services at any price. No assurance can be given that the requisite oilfield equipment and services can be secured in a timely and competitive manner.

•  Projections for proved undeveloped reserves are largely based on their analogy to similar producing properties and to volumetric calculations. Reserve projections based on analogy are subject to change due to subsequent changes in the analogous properties.

Productive Wells

The following table shows our gross and net interests in productive oil and natural gas wells as of December 31, 2007. Productive wells include wells currently producing or capable of production.

	Gross(1)						Net(2)
	Oil		Gas		Total		Oil		Gas		Total
Turkey		15		—		15		2.65		—		2.65
Romania		—		5		5		—		5.00		5.00
France		131		—		131		130.50		—		130.50

(1)	“Gross” refers to wells in which we have a working interest.
(2)	“Net” refers to the aggregate of our percentage working interest in gross wells before royalties, before or after payout, as appropriate.

10

Acreage

The following table shows the developed and undeveloped acreage attributable to our ownership as of December 31, 2007.

	Developed Acreage				Undeveloped Acreage				Total Acreage
	Gross		Net		Gross		Net		Gross		Net
France		24,260		24,260		555,236		454,800		579,496		479,060
Turkey		7,858		1,554		3,956,590		2,929,240		3,964,448		2,930,794
Romania		1,325		1,325		624,000		624,000		625,325		625,325
Hungary		—		—		764,237		764,237		764,237		764,237
Total		33,443		27,139		5,900,063		4,772,277		5,933,506		4,799,416

Undeveloped acreage includes only those acres on which wells have not been drilled or completed to permit the production of commercial quantities of oil and natural gas regardless of whether or not the acreage contains proved reserves.

Drilling Activity

The following table shows our international drilling activities on a gross and net basis for the years ended 2007, 2006 and 2005.

	Year Ended December 31,
	2007				2006				2005
	Gross(1)		Net(2)		Gross(1)		Net(2)		Gross(1)		Net(2)
TURKEY
Development:
Gas(3)		—		—		7		2.57		4		1.80
Abandoned(4)		—		—		2		0.56		1		0.40
Total		—		—		9		3.13		5		2.20
Exploratory
Oil(5)		—		—		—		—		—		—
Gas(6)		3		1.00		—		—		—		—
Abandoned(4)		1		.50		—		—		—		—
Total		4		1.50		—		—		—		—
HUNGARY
Exploratory
Abandoned(4)		2		2.00		1		1.00		—		—
ROMANIA
Exploratory
Gas(3)		—		—		—		—		—		—
Oil(7)		—		—		—		—
Abandoned(4)		3		3.00		—		—		—		—
Total		3		3.00		—		—		—		—

11

	Year Ended December 31,
	2007				2006				2005
	Gross(1)		Net(2)		Gross(1)		Net(2)		Gross(1)		Net(2)
FRANCE
Development:
Oil(7)		—		—		—		—		5		5.00
Abandoned(4)		—		—		—		—		—		—
Total		—		—		—		—		5		5.00
Exploratory:
Oil(7)		—		—		—		—		1		0.50
Abandoned(4)		2		2.00		—		—		—		—
Total		2		2.00		—		—		1		0.50

(1)	“Gross” is the number of wells in which we have a working interest.
(2)	“Net” is the aggregate obtained by multiplying each gross well by our after payout percentage working interest.
(3)	“Gas” means natural gas wells that are either currently producing or are capable of production.
(4)	“Abandoned” means wells that were dry when drilled and were abandoned without production casing being run.
(5)	“Oil” means producing oil wells.
(6)	“Gas” means gas flow tested and temporarily suspended awaiting further work.
(7)	“Oil” means oil shows were found and temporarily suspended awaiting further work.

Net Production, Unit Prices And Costs

The following table summarizes our oil, natural gas and natural gas liquids production, net of royalties, for the periods indicated for France, Turkey and Hungary. It also summarizes calculations of our total average unit sales prices and unit costs. We sold our U.S. oil and gas properties on September 1, 2007.

	France		Turkey		Romania		Total
Year Ended December 31, 2007
Production:
Oil (Bbls)		383,341		65,686		9,594		458,621
Daily average (Bbls/Day)		1,050		180		26		1,256
Gas (Mcf)		—		904,927		689,290		1,594,217
Daily average (Mcf/Day)		—		2,479		1,888		4,367
Daily average (BOE/Day)		1,050		593		341		1,984
Unit prices:
Average oil price ($/Bbl)	$	67.49	$	61.98	$	57.59	$	66.50
Average gas price ($/Mcf)		—		8.60		4.90		7.00
Average equivalent price ($/BOE)		67.49		54.77		31.55		57.51
Unit costs ($/BOE):
Lease operating	$	19.17	$	12.18	$	21.42	$	17.46
Exploration and acquisition		2.23		11.83		51.83		20.36
Depreciation, depletion and amortization		10.80		46.49		54.05		29.36
Dry hole cost and impairment of oil and gas properties		10.04		20.74		189.16		48.74
General and administrative		7.39		17.18		4.32		23.91
Total	$	49.63	$	108.42	$	320.78	$	139.83

12

	France		Turkey		Romania		Total
Year Ended December 31, 2006
Production:
Oil (Bbls)		441,759		68,342		7,728		517,829
Daily average (Bbls/Day)		1,210		187		21		1,418
Gas (Mcf)		—		—		502,192		502,192
Daily average (Mcf/Day)		—		—		1,376		1,376
Daily average (BOE/Day)		1,210		199		250		1,659
Unit prices:
Average oil price ($/Bbl)	$	61.74	$	56.10	$	52.71	$	60.86
Average gas price ($/Mcf)		—		—		3.57		3.57
Average equivalent price ($/BOE)		61.74		56.10		24.06		55.37
Unit costs ($/BOE):
Lease operating	$	16.36	$	11.60	$	7.86	$	14.52
Exploration and acquisition		0.98		11.69		7.09		6.55
Depreciation, depletion and amortization		7.06		10.94		22.85		10.43
Dry hole cost and impairment of oil and gas properties		—		—		—		2.83
General and administrative		4.31		11.81		6.09		15.78
Total	$	28.71	$	46.04	$	43.89	$	50.11
Year Ended December 31, 2005
Production:
Oil (Bbls)		403,991		64,792		—		468,783
Daily average (Bbls/Day)		1,107		178		—		1,285
Unit prices:
Average oil price ($/Bbl)	$	50.92	$	43.48	$	—	$	49.89
Unit costs ($/BOE):
Lease operating	$	13.34	$	10.96	$	—	$	13.01
Exploration and acquisition		2.50		4.46		—		6.27
Depreciation, depletion and amortization		8.70		8.44		—		9.16
Dry hole cost		—		26.84		—		3.71
General and administrative		2.33		7.22		—		13.71
Total	$	26.87	$	57.92	$	—	$	45.86

Office Lease

We occupy 23,297 square feet of office space at 13760 Noel Rd., Suite 1100, Dallas, Texas 75240. The lease for this space became effective on October 1, 2007 and is for seven years, and the average monthly rental is $33,005 per month for the term of the lease. We also occupy 3,218 square feet of office space in Paris, France, approximately 9,000 square feet of office in Ankara, Turkey, 3,767 square feet in Bucharest, Romania and 2,896 square feet of office space in Budapest, Hungary. Total rental expense for 2007 was approximately $828,590.

Markets and Competition

In France, we currently sell all of our oil production to Elf Antar France S.A., the largest purchaser in the area. This production is shipped by truck to a nearby Elf refinery. The oil also can be transported to refineries on the north coast of France via pipeline. Oil production in Turkey is sold to refineries in the southern part of the country. Our Turkish gas is sold through the national pipeline.

13

The oil and natural gas industry is highly competitive. We encounter strong competition from other independent operators and from major oil companies in acquiring properties, contracting for drilling equipment and securing trained personnel. Many of these competitors have financial and technical resources and staffs substantially larger than those available to us. As a result, our competitors may be able to pay more for desirable leases, and they may pay more to evaluate, bid for and purchase a greater number of properties or prospects than our financial or personnel resources permit us to do.

We also are affected by competition for drilling rigs and the availability of tubular goods and certain other equipment. Presently, there is great demand for and often extensive delays in securing oilfield equipment and services at any price. No assurance can be given that the requisite oilfield equipment and services can be secured in a timely and competitive manner.

Competition for attractive oil and natural gas producing properties, undeveloped leases and drilling rights is also strong, and we can give no assurance we will be able to compete satisfactorily in acquiring properties. Since many major oil companies have publicly indicated their decision to focus on overseas activities, we cannot ensure we will be successful in acquiring any such properties.

Government Regulation

International

General

Our current exploration activities are conducted in Turkey, Hungary, Romania and France. Such activities are affected in varying degrees by political stability and government regulations relating to foreign investment and the oil and natural gas industry. Changes in these regulations or shifts in political attitudes are beyond our control and may adversely affect our business. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, income taxes, expropriation of property, environmental legislation and mine safety.

Government Regulation

Our current or future operations, including exploration and development activities on our properties, require permits from various governmental authorities, and such operations are and will be governed by laws and regulations governing prospecting, development, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection and other matters. Compliance with these requirements may prove to be difficult and expensive. See “Risk Factors” for further information regarding international government regulation.

Permits and Licenses

In order to carry out exploration and development of mineral interests or to place these into commercial production, we may require certain licenses and permits from various governmental authorities. There can be no guarantee that we will be able to obtain all necessary licenses and permits that may be required. In addition, such licenses and permits are subject to change and there can be no assurances that any application to renew any existing licenses or permits will be approved. See “Risk Factors” for further information regarding our foreign permits and licenses.

Repatriation of Earnings

Currently, there are no restrictions on the repatriation of earnings or capital to foreign entities from France, Turkey, Romania or Hungary. However, there can be no assurance that any such restrictions on repatriation of earnings or capital from the aforementioned countries or any other country where we may invest will not be imposed in the future.

14

Environmental

The oil and natural gas industry is subject to extensive and varying environmental regulations in each of the jurisdictions in which we may operate. Environmental regulations establish standards respecting health, safety and environmental matters and place restrictions and prohibitions on emissions of various substances produced concurrently with oil and natural gas. These regulations can have an impact on the selection of drilling locations and facilities, potentially resulting in increased capital expenditures. In addition, environmental legislation may require those wells and production facilities to be abandoned and sites reclaimed to the satisfaction of local authorities. We are committed to complying with environmental and operation legislation wherever we operate.

Domestic

We sold our U.S. oil and gas properties on September 1, 2007, and the purchaser assumed certain obligations pursuant to the purchase agreement; however, we could be held liable for obligations that occurred prior to the sale of the U.S. oil and gas properties.

Employees

As of March 12, 2008, we employed 95 full-time employees. None of our employees are represented by unions or covered by collective bargaining agreements. To date, we have not experienced any strikes or work stoppages due to labor problems, and we believe that we have good relations with our employees. As needed, we also utilize the services of independent consultants on a contract basis.

Segment Reporting

See Note 16 in the Notes to Consolidated Financial Statements for financial information by segment.

Internet Address/Availability of Reports

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are made available free of charge on our website at http://www.toreador.net as soon as reasonably practicable after we electronically file such material with, or otherwise furnish it to, the Securities and Exchange Commission.

Glossary Of Selected Oil and Natural Gas Terms

“2D” or “2D SEISMIC.” An exploration method of sending energy waves or sound waves into the earth and recording the wave reflections to indicate the type, size, shape, and depth of subsurface rock formations. 2D seismic provides a two dimensional representation along the profile of the line as it was shot. 2D surveys are measured in kilometers or miles.

“3D” or “3D SEISMIC.” An exploration method of sending energy waves or sound waves into the earth and recording the wave reflections to indicate the type, size, shape, and depth of subsurface rock formations. 3D seismic lines are shot very close together, this allows for the ability for computers to generate seismic profiles in any direction and form 3D surfaces. 3D surveys are measured in square kilometers or square miles.

“Bbl.” One stock tank barrel, or 42 U.S. gallons liquid volume, used herein in reference to crude oil or other liquid hydrocarbons.

“BOE.” Barrels of oil equivalent. BTU equivalent of six thousand cubic feet (Mcf) of natural gas which is equal to the BTU equivalent of one barrel of oil.

“BOPD” Barrels of oil per day.

“BTU.” British Thermal Unit.

“DEVELOPMENT WELL” A well drilled within the proved boundaries of an oil or natural gas reservoir with the intention of completing the stratigraphic horizon known to be productive.

15

“DISCOUNTED PRESENT VALUE.” The present value of proved reserves is an estimate of the discounted future net cash flows from each property at the specified date, or as otherwise indicated. Net cash flow is defined as net revenues, after deducting production and ad valorem taxes, less future capital costs and operating expenses, but before deducting federal income taxes. The future net cash flows have been discounted at an annual rate of 10% to determine their “present value.” The present value is shown to indicate the effect of time on the value of the revenue stream and should not be construed as being the fair market value of the properties. In accordance with Securities and Exchange Commission rules, estimates have been made using constant oil and natural gas prices and operating costs at the specified date, or as otherwise indicated.

“DRY HOLE.” A development or exploratory well found to be incapable of producing either oil or natural gas in sufficient quantities to justify completion as an oil or natural gas well.

“EXPLORATORY WELL” A well drilled to find and produce oil or natural gas in an unproved area, to find a new reservoir in a field previously found to be productive of oil or natural gas in another reservoir, or to extend a known reservoir.

“GROSS ACRES” or “GROSS WELLS.” The total number of acres or wells, as the case may be, in which a working or any type of royalty interest is owned.

“MBbl.” One thousand Bbls.

“MBOE.” One thousand BOE.

“Mcf.” One thousand cubic feet of natural gas.

“MMcf” One million cubic feet of natural gas.

“MMBOE.” One million BOE.

“NET ACRES.” The sum of the fractional working or any type of royalty interests owned in gross acres.

“PERMIT.” An area onshore or offshore that comprises a contiguous acreage, or leasehold, position on which an operator drills exploratory and/or development wells. Sometimes designated as a “lease” or “block.”

“PRODUCING WELL” or “PRODUCTIVE WELL.” A well that is capable of producing oil or natural gas in economic quantities.

“PROVED DEVELOPED RESERVES.” The oil and natural gas reserves that can be expected to be recovered through existing wells with existing equipment and operating methods. Additional oil and natural gas expected to be obtained through the application of fluid injection or other improved recovery techniques for supplementing the natural forces and mechanisms of primary recovery should be included as “proved developed reserves” only after testing by a pilot project or after the operation of an installed program has confirmed through production response that increased recovery will be achieved.

“PROVED RESERVES.” The estimated quantities of crude oil, natural gas and natural gas liquids that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions.

“PROVED UNDEVELOPED RESERVES.” The oil and natural gas reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion. Reserves on undrilled acreage are limited to those drilling units offsetting productive units that are reasonably certain of production when drilled. Proved reserves for other undrilled units can be claimed only where it can be demonstrated with certainty that there is continuity of production from the existing productive formation. Under no circumstances should estimates for proved undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery techniques is contemplated, unless such techniques have been proved effective by actual tests in the area and in the same reservoir.

“ROYALTY INTEREST.” An interest in an oil and natural gas property entitling the owner to a share of oil and natural gas production free of production costs.

16

“STANDARDIZED MEASURE.” Under the Standardized Measure, future cash flows are estimated by applying year-end prices, adjusted for fixed and determinable changes, to the estimated future production of year-end proved reserves. Future cash inflows are reduced by estimated future production and development costs based on period-end costs to determine pretax cash inflows. Future income taxes are computed by applying the statutory tax rate to the excess inflows over a company’s tax basis in the associated properties.

Tax credits, net operating loss carryforwards and permanent differences also are considered in the future tax calculation. Future net cash inflows after income taxes are discounted using a 10% annual discount rate to arrive at the Standardized Measure.

“UNDEVELOPED ACREAGE.” Lease acreage on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil and natural gas regardless of whether such acreage contains proved reserves.

“WORKING INTEREST.” The operating interest (not necessarily as operator) that gives the owner the right to drill, produce and conduct operating activities on the property and a share of production, subject to all royalties, overriding royalties and other burdens, and to all exploration, development and operational costs including all risks in connection therewith.

Item 1A.  Risk Factors

Risks Related To Our Company

Our growth depends on our ability to obtain additional capital and we may not be able to obtain sufficient additional capital to grow our business.

Effectuation of our business strategy will require substantial capital expenditures. In order to fund our future growth, we will need to obtain additional capital. The amount and timing of our future capital requirements will depend upon a number of factors, including:

•  drilling results and costs;

•  transportation costs;

•  equipment costs and availability;

•  marketing expenses;

•  oil and natural gas prices;

•  requirements and commitments under existing permits;

•  staffing levels and competitive conditions; and

•  any purchases or dispositions of assets.

Our ability to raise additional capital will depend on the results of our operations and the status of various capital and industry markets at the time we seek such capital. Our failure or inability to obtain any required additional financing on favorable terms could materially and adversely affect our growth, cash flow and earnings, including our ability to meet our capital expenditures budgets.

On December 28, 2006, we entered a loan and guarantee agreement with International Finance Corporation for our operations in Turkey and Romania. The loan and guarantee agreement provides for two separate facilities, the first of which is the $10 million facility which is unsecured and the second of which is the $25 million facility which is a secured revolving facility. The $25 million facility has a current maximum facility amount of $25 million which maximum facility amount will increase to $40 million when the total borrowing base amount exceeds $50 million.

We also have outstanding $86.25 million of Convertible Senior Notes due October 1, 2025.

At December 31, 2007 our debt to equity ratio was .71 to 1, and this ratio and our increased leverage may make it difficult for us to obtain additional funding, especially additional debt.

17

No assurance can be given that we will have the needed additional capital to fund our future growth under these facilities or from existing operations.

In addition, to the extent that we are not able to obtain additional capital by the incurrence of additional debt, we may need to issue additional equity. Any such issuance of equity could be materially dilutive to our outstanding equity and equity holders.

The terms of our indebtedness may restrict our ability to grow.

As noted above, our debt to equity ratio may limit our ability to obtain additional indebtedness. Additionally, our loan and guarantee agreement with the International Finance Corporation restricts our ability to incur additional indebtedness because of financial ratios that we must meet.

Thus, we may not be able to obtain sufficient capital to grow our business, effectuate our business strategy and may lose opportunities to acquire interests in oil and natural gas properties or related businesses because of our inability to fund such growth.

Our ability to comply with the restrictions and covenants of our indebtedness in the future is uncertain and is affected by the levels of cash flow from our operations and events or circumstances beyond our control. Our failure to comply with any of the restrictions and covenants could result in a default, which could permit the lender to accelerate repayments and foreclose on the collateral securing the indebtedness.

Any additional future indebtedness may limit our financial and operating flexibility in a manner similar to and potentially more restrictive than the facility discussed above.

Acquisition prospects may be difficult to assess and may pose additional risks to our operations.

On a consistent basis, we evaluate and, where appropriate, pursue acquisition opportunities on terms we consider favorable. In particular, we pursue acquisitions of businesses or interests that will complement and allow us to expand our exploration activities; however, currently, we have no binding commitments related to any acquisitions. The successful acquisition of interests in oil and natural gas properties requires an assessment of:

•  recoverable reserves;

•  exploration potential;

•  future oil and natural gas prices;

•  operating costs;

•  potential environmental and other liabilities and other factors; and

•  permitting and other environmental authorizations required for our operations.

In connection with such an assessment, we would expect to perform a review of the subject properties that we believe to be generally consistent with industry practices. Nonetheless, the resulting conclusions are necessarily inexact and their accuracy inherently uncertain, and such an assessment may not reveal all existing or potential problems, nor will it necessarily permit us to become sufficiently familiar with the properties to fully assess their merits and deficiencies. Inspections may not always be performed on every platform or well, and structural and environmental problems are not necessarily observable even when an inspection is undertaken. As a result, acquired properties may prove to be worth less than we pay for them.

Future acquisitions could pose numerous additional risks to our operations and financial results, including:

•  problems integrating the purchased operations, personnel or technologies;

•  unanticipated costs;

•  diversion of resources and management attention from our core business;

•  entry into regions or markets in which we have limited or no prior experience; and

•  potential loss of key employees, particularly those of any acquired organization.

18

Competition in the oil and natural gas industry is intense, and many of our competitors have greater financial, technological and other resources than we do.

We operate in the highly competitive areas of oil and natural gas exploration, development, production, leasing, and acquisition activities. The oil and natural gas industry is characterized by rapid and significant technological advancements and introductions of new products and services using new technologies. We face intense competition from independent, technology-driven companies as well as from both major and other independent oil and natural gas companies in each of the following areas:

•  seeking to acquire desirable producing properties or new leases for future exploration;

•  marketing our oil and natural gas production;

•  integrating new technologies; and

•  seeking to acquire the equipment and expertise necessary to develop and operate our properties.

Many of our competitors have financial, technological and other resources substantially greater than ours, and some of them are fully integrated oil and natural gas companies. These companies may be able to pay more for development prospects and productive oil and natural gas properties and may be able to define, evaluate, bid for and purchase a greater number of properties and prospects than our financial or human resources permit. Further, these companies may enjoy technological advantages and may be able to implement new technologies more rapidly than we can. Our ability to develop and exploit our oil and natural gas properties and to acquire additional properties in the future will depend upon our ability to successfully conduct operations, implement advanced technologies, evaluate and select suitable properties and consummate transactions in this highly competitive environment.

Our business exposes us to liability and extensive regulation on environmental matters.

Our operations are subject to foreign laws and regulations controlling the discharge of materials into the environment or otherwise relating to the protection of the environment. Such laws and regulations not only expose us to liability for our own negligence, but may also expose us to liability for the conduct of others or for our actions that were in compliance with all applicable laws at the time those actions were taken. We may incur significant costs as a result of environmental accidents, such as oil spills, natural gas leaks, ruptures, or discharges of hazardous materials into the environment, including clean-up costs and fines or penalties. Additionally, we may incur significant costs in order to comply with environmental laws and regulations and may be forced to pay fines or penalties if we do not comply.

All of our operations are conducted in Turkey, Hungary, Romania and France. Therefore, we are subject to political and economic risks and other uncertainties.

We have international operations and are subject to the following foreign issues and uncertainties that can affect our operations adversely:

•  the risk of expropriation, nationalization, war, revolution, border disputes, renegotiation or modification of existing contracts, and import, export and transportation regulations and tariffs;

•  taxation policies, including royalty and tax increases and retroactive tax claims;

•  exchange controls, currency fluctuations and other uncertainties arising out of foreign government sovereignty over international operations;

•  laws and policies of the United States affecting foreign trade, taxation and investment;

•  the possibility of being subjected to the exclusive jurisdiction of foreign courts in connection with legal disputes and the possible inability to subject foreign persons to the jurisdiction of courts in the United States; and

•  the possibility of restrictions on repatriation of earnings or capital from foreign countries.

19

Terrorist activities may adversely affect our business.

Terrorist activities, including events similar to those of September 11, 2001, or armed conflict involving the United States or any other country in which we hold interests, may adversely affect our business activities and financial condition. If events of this nature occur and persist, the resulting political and social instability could adversely affect prevailing oil and natural gas prices and cause a reduction in our revenues. In addition, oil and natural gas production facilities, transportation systems and storage facilities could be direct targets of terrorist attacks, and our operations could be adversely impacted if infrastructure integral to our operations is destroyed or damaged. Costs associated with insurance and other security measures may increase as a result of these threats, and some insurance coverage may become more difficult to obtain, if available at all.

We are highly dependent upon key personnel.

Our continued success is dependent to a significant degree upon the services of our executive officers and upon our ability to attract and retain qualified personnel who are experienced in the various phases of our business. In January 2007, we replaced G. Thomas Graves III when he resigned with Nigel Lovett. The duties of our former Chief Financial Officer, Douglas Weir, have been assumed by Nigel Lovett and Charles Campise. There can be no assurance that if we lose the services of one or more of our other executive officers, that we will be able to attract and retain qualified management, geologists, geophysicists and other technical personnel. If we are unable to attract and retain qualified management, including a chief executive officer, a chief financial officer, geologists, geophysicists and other technical personnel, our business, financial condition, results of operations or the market value of our common stock could be materially adversely affected.

We may not be able to renew our permits or obtain new ones which could reduce our proved reserves.

We do not hold title to properties in Turkey, Hungary, Romania and France, but have exploration and exploitation permits granted by these countries’ respective governments. Approximately 71% of our proved reserves are estimated to be recovered after the expiration of the applicable permit, as of December 31, 2007. There can be no assurance that we will be able to renew any of these permits when they expire, convert exploration permits into exploitation permits or obtain additional permits in the future. If we cannot renew some or all of these permits when they expire or convert exploration permits into exploitation permits, we will not be able to include the proved reserves associated with the permit.

Since we do not hold title to our properties but rather hold exploitation and exploration permits granted to us by the applicable governments, the Securities and Exchange Commission may require that a certain portion of proved reserves associated with these permits not be included in our proved reserves.

Rather than holding title to our properties, we hold exploitation and exploration permits that have been granted to us for a specific time period by the applicable governments. We must apply to have these permits renewed and extended in order to continue our exploration and development rights. Although we have always reported our proved reserves assuming that the permits will be extended in due course, the Securities and Exchange Commission may take the view that our ability to renew and extend our permits past their current expiration dates is not sufficiently certain such that we should not include the reserves that may be produced post expiration in our total proved reserves. Although we have previously been able to provide support to the Securities and Exchange Commission regarding the likelihood of extension, no assurance can be given that the Securities and Exchange Commission will allow us to continue to include these additional reserves in our proved reserves.

Any future hedging activities may require us to make significant payments that are not offset by sales of production and may prevent us from benefiting from increases in oil or natural gas prices.

Although we are not currently a party to a hedging transaction, occasionally we may reduce our exposure to the volatility of oil and natural gas prices by hedging a portion of our production. In a typical hedge transaction, we will have the right to receive from the counterparty to the hedge the excess of the fixed price specified in the hedge over a floating price based on a market index, multiplied by the quantity hedged. If the floating price exceeds the fixed price, we will be required to pay the counterparty this difference multiplied by the quantity hedged. In such case, we

20

will be required to pay the difference regardless of whether we have sufficient production to cover the quantities specified in the hedge. Significant reductions in production at times when the floating price exceeds the fixed price could require us to make payments under the hedge agreements even though such payments are not offset by sales of production. Hedging also could prevent us from receiving the full advantage of increases in oil or natural gas prices above the fixed amount specified in the hedge.

Our operations are subject to currency fluctuation risks.

We currently have operations involving the U.S. dollar, Euro, New Turkish Lira, Forint and Romanian Lei. We are subject to fluctuations in the value of the U.S. dollar as compared to the Euro, New Turkish Lira, Forint and Romanian Lei respectively. These fluctuations may adversely affect our results of operations.

Failure to maintain effective internal controls could have a material adverse effect on our operations and our stock price.

We are subject to Section 404 of the Sarbanes-Oxley Act which requires an annual management assessment of the effectiveness of our internal control over financial reporting and a report by our independent auditors addressing our internal controls and management’s assessment. Effective internal controls are necessary for us to produce reliable financial reports. If, as a result of deficiencies in our internal controls, we cannot provide reliable financial reports, our business decision process may be adversely affected, our business and operating results could be harmed, we could be deemed in violation of our lending covenants, investors could lose confidence in our reported financial information and the price of our stock could decrease.

During the evaluation of disclosure controls and procedures for the year ended December 31, 2007, we concluded that our disclosure controls and procedures were not effective in reaching a reasonable level of assurance of achieving management’s desired controls and procedures objectives in our internal control over financial reporting. There is no guarantee that we will be able to resolve these material weaknesses or avoid other material weaknesses in the future.

Risks Related To Our Industry

A decline in oil and natural gas prices will have an adverse impact on our operations.

Our revenues, cash flows and profitability are substantially dependent upon prevailing prices for oil and natural gas. In recent years, oil and natural gas prices and, therefore, the level of drilling, exploration, development and production, have been extremely volatile. Any significant or extended decline in oil or natural gas prices will have a material adverse effect on our business, financial condition and results of operations and could impair access to future sources of capital. Volatility in the oil and natural gas industry results from numerous factors over which we have no control, including:

•  the level of oil and natural gas prices, expectations about future oil and natural gas prices and the ability of international cartels to set and maintain production levels and prices;

•  the cost of exploring for, producing and transporting oil and natural gas;

•  the domestic and foreign supply of oil and natural gas;

•  domestic and foreign governmental regulation;

•  the level and price of foreign oil and natural gas transportation;

•  available pipeline and other oil and natural gas transportation capacity;

•  weather conditions;

•  international political, military, regulatory and economic conditions;

•  the level of consumer demand;

•  the price and the availability of alternative fuels;

21

•  the effect of worldwide energy conservation measures; and

•  the ability of oil and natural gas companies to raise capital.

Significant declines in oil and natural gas prices for an extended period may:

•  impair our financial condition, liquidity, ability to finance planned capital expenditures and results of operations;

•  cause us to delay or postpone some of our capital projects;

•  reduce our revenues, operating income and cash flow; and

•  reduce the carrying value of our oil and natural gas properties.

No assurance can be given that current levels of oil and natural gas prices will continue. We expect oil and natural gas prices, as well as the oil and natural gas industry generally, to continue to be volatile.

Continued financial success depends on our ability to replace our reserves in the future.

Our future success as an oil and natural gas producer depends upon our ability to find, develop and acquire additional oil and natural gas reserves that are profitable. Oil and natural gas are depleting assets, and production from oil and natural gas from properties declines as reserves are depleted with the rate of decline depending on reservoir characteristics. If we are unable to conduct successful exploration or development activities or acquire properties containing proved reserves, our proved reserves generally will decline as the reserves are produced, and our level of production and cash flows will be adversely affected. Replacing our reserves through exploration or development activities or acquisitions will require significant capital which may not be available to us.

We face numerous risks in finding commercially productive oil and natural gas reservoirs.

Our drilling will involve numerous risks, including the risk that no commercially productive oil or natural gas reservoirs will be encountered. We may incur significant expenditures for the identification and acquisition of properties and for the drilling and completion of wells. The cost of drilling, completing and operating wells is often uncertain, and drilling operations may be curtailed, delayed or canceled as a result of a variety of factors, including unexpected drilling conditions, pressure or irregularities in formations, equipment failures or accidents, weather conditions and shortages or delays in the delivery of equipment.

In addition, any use by us of 3D seismic and other advanced technology to explore for oil and natural gas requires greater pre-drilling expenditures than traditional drilling methodologies. While we use advanced technology in our operations, this technology does not allow us to know conclusively prior to drilling a well that oil or natural gas is present or economically producible.

In addition, as a “successful efforts” company, we account for unsuccessful exploration efforts, i.e., the drilling of “dry holes,” as an expense of operations which impacts our earnings. Significant expensed exploration charges in any period would materially adversely affect our earnings for that period and could cause our earnings to be volatile from period to period.

We are exposed to operating hazards and uninsured risks.

Our operations are subject to the risks inherent in the oil and natural gas industry, including the risks of:

•  fire, explosions and blowouts;

•  pipe failure;

•  abnormally pressured formations; and

•  environmental accidents such as oil spills, natural gas leaks, ruptures or discharges of toxic gases, brine or well fluids into the environment (including groundwater contamination).

22

These events may result in substantial losses to us from:

•  injury or loss of life;

•  severe damage to or destruction of property, natural resources and equipment;

•  pollution or other environmental damage;

•  clean-up responsibilities;

•  regulatory investigation;

•  penalties and suspension of operations; and

•  attorney’s fees and other expenses incurred in the prosecution or defense of litigation.

As is customary in our industry, we maintain insurance against some, but not all, of these risks. We cannot assure investors that our insurance will be adequate to cover these losses or liabilities. We do not carry business interruption insurance. Losses and liabilities arising from uninsured or underinsured events may have a material adverse effect on our financial condition and operations. We carry well control insurance for our drilling operations. Our coverage includes blowout protection and liability protection on international wells.

The producing wells in which we have an interest occasionally experience reduced or terminated production. These curtailments can result from mechanical failures, contract terms, pipeline and processing plant interruptions, market conditions and weather conditions. These curtailments can last from a few days to many months. As discussed above, in November 2007 production in the South Akcakoca Sub-basin project in the Black Sea offshore Turkey was shut down by the system operator due to damage to the pipeline spur. Underwater inspection revealed that the Akkaya pipeline spur had been separated at a pipeline flange and displaced approximately 20 feet from its original location. The likely cause was that a fishing boat, which was trawling through the exclusion zone around the platform, lifted the pipeline and caused the separation. In February 2008 natural gas production resumed in the South Akcakoca Sub-Basin natural gas project. Current production of approximately 15 MMcF of gas per day is from four wells. The Akkaya-1A, which was producing from a small zone low in the well, is currently shut-in and scheduled to be reentered as soon as equipment is available to start production from a previously perforated upper zone in the well.

Reserve estimates depend on many assumptions that may turn out to be inaccurate.

Any material inaccuracies in our reserve estimates or underlying assumptions could materially affect the quantities and present values of our reserves. The process of estimating natural gas and oil reserves is complex. It requires interpretations of available technical data and various assumptions, including assumptions relating to economic factors. Any significant inaccuracies in these interpretations or assumptions could materially affect the estimated quantities and present value of reserves shown in this Form 10-K. In order to prepare these estimates, we must project production rates and timing of development expenditures. We must also analyze available geological, geophysical, production and engineering data, and the extent, quality and reliability of this data can vary. The process also requires economic assumptions relating to matters such as oil and natural gas prices, drilling and operating expenses, capital expenditures, taxes and availability of funds.

Actual future production, oil and natural gas prices, revenues, taxes, development expenditures, operating expenses and quantities of recoverable oil and natural gas reserves most likely will vary from our estimates. Any significant variance could materially affect the estimated quantities and pre-tax net present value of reserves shown in this Form 10-K. In addition, we may adjust estimates of proved reserves to reflect production history, results of exploration and development, prevailing oil and natural gas prices and other factors, many of which are beyond our control.

Investors should not assume that the pre-tax net present value of our proved reserves referred to in this Form 10-K is the current market value of our estimated oil and natural gas reserves. We base the pre-tax net present value of future net cash flows from our proved reserves on prices and costs on the date of the estimate. Actual future prices, costs, and the volume of produced reserves may differ materially from those used in the pre-tax net present value estimate.

23

Risks Related To Our Common Stock

Our stock’s public trading price has been volatile, which may depress the trading price of our common stock.

Our stock price is subject to significant volatility. Overall market conditions, in addition to other risks and uncertainties described in this “Risk Factors” section and elsewhere in this prospectus, may cause the market price of our common stock to fall. We participate in a price sensitive industry, which often results in significant volatility in the market price of common stock irrespective of company performance. As a result, our high and low closing stock prices for the twelve months ended March 12, 2008 were $23.22 and $5.79, respectively. Fluctuations in the price of our common stock may be exacerbated by conditions in the energy and oil and natural gas industries or conditions in the financial markets generally.

Our common stock is quoted on the Nasdaq Global Market under the symbol “TRGL.” However, daily trading volumes for our common stock are, and may continue to be, relatively small compared to many other publicly traded securities. It may be difficult for investors to sell their shares of common stock in the public market at any given time at prevailing prices, and the price of our common stock may, therefore, be volatile.

Numerous factors, including many over which we have no control, may have a significant impact on the market price of our common stock, including, among other things:

•  current events affecting the political, economic and social situation in the United States and other countries where we operate;

•  trends in our industry and the markets in which we operate;

•  litigation involving or affecting us;

•  changes in financial estimates and recommendations by securities analysts;

•  acquisitions and financings by us or our competitors;

•  quarterly variations in operating results;

•  volatility in exchange rates between the US dollar and the currencies of the foreign countries in which we operate;

•  the operating and stock price performance of other companies that investors may consider to be comparable; and

•  purchases or sales of blocks of our securities.

In addition, the stock market in recent years has experienced extreme price and trading volume fluctuations that often have been unrelated or disproportionate to the operating performance of individual companies. These broad market fluctuations may adversely affect the price of our common stock, regardless of our operating performance. In addition, sales of substantial amounts of our common stock in the public market, or the perception that those sales may occur, could cause the market price of our common stock to decline. Furthermore, stockholders may initiate securities class action lawsuits if the market price of our stock drops significantly, which may cause us to incur substantial costs and could divert the time and attention of our management.

These factors, among others, could significantly depress the price of our common stock.

A large percentage of our common stock is owned by our officers and directors, and such stockholders may control our business and affairs.

At March 12, 2008, our executive officers and directors as a group beneficially owned approximately 16.39% of our common stock (including shares issuable upon exercise of stock options or warrants held by officers and directors). Due to their large ownership percentage interest, they may be able remain entrenched in their positions.

24

We do not intend to pay cash dividends on our common stock in the foreseeable future.

We currently intend to continue our policy of retaining earnings to finance the growth of our business. As a result, we do not anticipate paying cash dividends on our common stock in the foreseeable future. In addition, the terms of our loan and guarantee agreement with the International Finance Corporation restrict our ability to pay dividends on our common stock.

We may issue equity securities in the future which may depress the trading price of our common stock and may dilute the interests of our existing stockholders.

Future sales or issuances of common stock or the issuance of securities senior to our common stock may depress the trading price of our common stock.

Any issuance of equity securities, including the issuance of shares upon conversion of the Convertible Senior Notes, could dilute the interests of our existing stockholders and could substantially decrease the trading price of our common stock and the notes. We may issue equity securities in the future for a number of reasons, including to finance our operations and business strategy, to adjust our ratio of debt to equity, to satisfy our obligations upon the exercise of outstanding warrants or options, or upon conversion of debentures, or for other reasons. As of March 12, 2008, there were:

•  338,170 shares of our common stock issuable upon exercise of outstanding options, at a weighted average exercise price of $4.85 per share, of which options to purchase 334,837 shares were exercisable;

•  98,760 shares of our common stock issuable upon exercise of outstanding warrants, at a weighted average exercise price of $19.82 per share, all of which were exercisable;

•  2,014,766 shares of our common stock issuable upon conversion of our Convertible Senior Notes; and

•  257,587 shares of our common stock available for future grant under our equity incentive plan.

Our leverage may harm our financial condition and results of operations.

Our total consolidated long-term debt as of December 31, 2007 was approximately $116.3 million and represented approximately .71 of our total capitalization as of that date. Our level of indebtedness could have important consequences to investors, because:

•  it could affect our ability to satisfy our payment obligations under our indebtedness;

•  a substantial portion of our cash flows from operations will have to be dedicated to interest and principal payments and may not be available for operations, working capital, capital expenditures, expansion, acquisitions or general corporate or other purposes;

•  it may impair our ability to obtain additional financing in the future;

•  it may impair our ability to compete with companies that are not as highly leveraged;

•  it may limit our flexibility in planning for, or reacting to, changes in our business and industry; and

•  it may make us more vulnerable to downturns in our business, our industry or the economy in general.

Provisions in our charter documents, the indenture for the Convertible Senior Notes and Delaware law could discourage an acquisition of us by a third party, even if the acquisition would be favorable to holders of our common stock.

If a “change in control” (as defined in the indenture for the Convertible Senior Notes ) occurs, holders of the Convertible Senior Notes will have the right, at their option, to require us to repurchase all or a portion of their notes. In the event of certain “fundamental changes” (as defined in the indenture for the Convertible Senior Notes), we also may be required to increase the conversion rate applicable to notes surrendered for conversion upon the fundamental change. In addition, the indenture for the Convertible Senior Notes prohibits us from engaging in certain mergers or acquisitions unless, among other things, the surviving entity assumes our obligations under the notes.

25

These and other provisions, including the provisions of our charter documents and Delaware law, could prevent or deter a third party from acquiring us even where the acquisition could be beneficial to holders of our common stock or the notes.

Certain provisions of our charter documents may adversely impact our stockholders.

Our charter documents provide our board of directors the right to issue preferred stock upon such terms and conditions as it deems to be in our best interests. The terms of such preferred stock may adversely impact the dividend and liquidation rights of the common stockholders without the approval of the common stockholders.

ITEM 1B.   Unresolved Staff Comments

None.

ITEM 2.   Properties (see Items 1 and 2. Business and Properties)

ITEM 3.   Legal Proceedings

Turkish Registered Capital

Under the existing Petroleum Law of Turkey, capital that is invested by foreign companies in projects such as oil and natural gas exploration can be registered with the General Directorate of Petroleum Affairs, thereby qualifying for protection against adverse changes in the exchange rate between the time of the initial investment and the time such capital is repatriated out of Turkey. Since 1997 the Turkish government has suspended such protection for repatriated capital. As the holder of more than $50 million of registered capital, we have filed suit in Turkey to attempt to restore the exchange rate protections afforded under the law. No amounts are accrued related to this gain contingency. In March 2002, a lower level court ruled in favor of Toreador. The ruling was subject to appeal that was heard in December 2002. The appellate court reversed the lower court’s ruling. All internal Turkish legal proceedings are exhausted and the rejection of the exchange protection award is final. We have appealed the case to the European Court of Human Rights which has refused to rule on the case. All appeals have now been exhausted and the rejection of the exchange protection award is final in all jurisdictions.

Black Sea Incidents

In October 2005, in an incident involving a vessel owned by Micoperi Srl, the Ayazli 2 and Ayazli 3 wells were damaged, and subsequently had to be re-drilled. We and our co-venturers have made a claim in respect of the cost of re-drilling and repeating flow-testing. The amount claimed is presently approximately $10.8 million before interest, subject to adjustment when the actual cost of flow-testing the re-drilled wells is known. In addition, we and our co-venturers have claimed to recover back from Micoperi a sum of about 5.9 million Euros, currently valued at $8.7 million, paid to Micoperi under the contract between us, our co-venturers and Micoperi. Micoperi has made a cross-claim for about 5.1 million Euros, currently valued at $7.5 million in respect of sums allegedly due to Micoperi under the contract between us, our co-venturers and Micoperi. Micoperi has also asserted a claim that the arrest of the vessel “MICOPERI 30” at Palermo, Italy was wrongful and have asserted a claim for damages in respect of such allegedly wrongful arrest. We and our co-ventures have received security from Micoperi by way of a letter of undertaking from their insurers, and have provided security to Micoperi in respect of their cross-claims by way of a bank guarantee of 5.9 million Euros, currently valued at $8.7 million.. The claims and cross-claims are subject to the jurisdiction of the English Court; however, neither side has yet commenced any court proceedings. All the amounts stated above are gross and our share would be equal to 36.75%. We have accrued our portion of the unpaid invoices and are accounting for the potential receivable from Micoperi as a gain contingency. Accordingly, the potential gain has not been recorded.

David M. Brewer

On March 12, 2008, we agreed in principle to make a payment of $97,500 to the J&D Madison Foundation, a private charitable foundation managed by David Brewer, one of our directors, in settlement of claims he made against the Company arising from an alleged prior agreement by G. Thomas Graves III, the former President and

26

Chief Executive Officer, to pay him $150,000 per year for three years as a consulting fee. We are working on finalizing a release agreement with Mr. Brewer. In 2007, Mr. Brewer brought to the attention of the Company correspondence from Mr. Graves in which, on behalf of the Company, Mr. Graves had promised to provide Mr. Brewer with certain consulting payments that had been previously agreed to by Mr. Graves in connection with the acquisition of Madison Oil Company, but never paid. In this letter, Mr. Graves stated that there was an oral, binding commitment of the Company to pay these amounts to Mr. Brewer. Mr. Brewer presented the letter to the Company and requested payments pursuant to this correspondence. Upon receiving a copy of this correspondence, certain members of the Board of Directors discussed with Mr. Brewer the facts giving rise to this request for payments and asked certain members of the Audit Committee of the Company to review this matter further, whereupon these certain members of the Audit Committee hired special counsel to assist them in the review and provide them with advice. These members of the Audit Committee determined that there were questions regarding this commitment to pay (including a failure to obtain approval from the Board of Directors for any such payment) and there were valid reasons not to pay these amounts to Mr. Brewer. Subsequently, on February 11, 2008, counsel to Mr. Brewer sent a demand letter to the Company requesting payment of these amounts. The Board of Directors discussed this matter and determined that it was in the best interests of the Company and its stockholders to compromise and settle this matter with Mr. Brewer, whereupon the settlement amount was agreed to in exchange for a release by Mr. Brewer of all claims against the Company and for him stepping down as Chairman of the Nominating and Corporate Governance Committee. In connection with this settlement, the Company does not admit that these amounts are owing or that Mr. Brewer has a valid claim for these consulting fees. Mr. Brewer and his father, both of whom are directors, did not participate in the Board of Directors approval of this settlement. Mr. Brewer has indicated that these funds will be distributed by the foundation for educational, medical research or social welfare purposes.

Other

From time to time, we are named as a defendant in other legal proceedings arising in the normal course of business. In our opinion, the final judgment or settlement, if any, that may be awarded with any suit or claim would not have a material adverse effect on our financial position.

Item 4.   Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders during the quarter ended December 31, 2007.

27

PART II

Item 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Common Stock

Our shares of common stock, par value $.15625 per share, are traded on the Nasdaq Global Market under the trading symbol “TRGL.” The following table sets forth the high and low sale prices per share for the common stock for each quarterly period during the past two calendar years as reported by Nasdaq Global Market (previously known as the Nasdaq National Market) based upon quotations that reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

	High		Low
2007:
Fourth quarter	$	12.13	$	5.69
Third quarter		15.71		9.75
Second quarter		19.41		12.44
First quarter		28.29		17.42
2006:
Fourth quarter	$	27.95	$	16.83
Third quarter		28.84		16.52
Second quarter		34.53		24.08
First quarter		32.44		20.81

As of March 12, 2008, there were 19,944,943 shares of common stock outstanding and held of record by approximately 439 holders (inclusive of those brokerage firms, clearing houses, banks and other nominee holders, holding common stock for clients, with each such nominee being considered as one holder).

The closing price of the common stock on the Nasdaq Global Market on March 12, 2008 was $7.97.

Dividends on the common stock may be declared and paid out of funds legally available when and as determined by our board of directors. Our board of directors plans to continue our policy of holding and investing corporate funds on a conservative basis, retaining earnings to finance the growth of our business. Therefore, we do not anticipate paying cash dividends on our common stock in the foreseeable future. In addition, the terms of the loan and guarantee agreement with the International Finance Corporation restrict our ability to pay dividends to only those required by law and on the Series A-1 Convertible Preferred Stock, which series is no longer outstanding.

Until the Series A-1 Convertible Preferred Stock was no longer outstanding on December 31, 2007, dividends on our Series A-1 Convertible Preferred Stock were paid on a quarterly basis per the terms of such series. Cash dividends totaling $162,000, $162,000 and $186,000 were paid for the years ended December 31, 2007, December 31, 2006, and December 31, 2005, respectively, on the Series A-1 Convertible Preferred Stock. On December 31, 2004, 6,000 shares of Preferred Stock were converted into 37,500 common shares. On February 22, 2005, 82,000 shares of the Series A-1 Convertible Preferred Stock were exchanged into 532,664 common shares. In December 2007, the remaining 72,000 shares of the Series A-1 Convertible Preferred Stock were converted into 450,000 shares of common stock.

During 2007, there were no equity securities issued pursuant to transactions exempt from the registration requirements under the Securities Act of 1933, as amended, that were not disclosed previously in Current Reports on Form 8-K or Quarterly Reports on Form 10-Q.

During the fourth quarter 2007, we did not repurchase any of our registered equity securities.

28

Below is a line graph comparing the 5-year cumulative total stockholder return on our common stock with the Nasdaq Market Index and the Hemscott Group Index for oil and gas companies:

COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG TOREADOR RESOURCES CORP.,
NASDAQ MARKET INDEX AND HEMSCOTT GROUP INDEX

ASSUMES $100 INVESTED ON DEC. 31, 2002

ASSUMES DIVIDEND REINVESTED

FISCAL YEAR ENDING DEC. 31, 2007

29

Item 6.   Selected Financial Data

The following selected financial information (which is not covered by the report of an independent registered public accounting firm) is summarized from our results of operations for the five-year period ended December 31, 2007 and as well as selected consolidated balance sheet data as of December 31, 2007, 2006, 2005, 2004 and 2003 and should be read in conjunction with the consolidated financial statements and the notes thereto included herewith.

The results of operations of assets in the United States have been presented as discontinued operations in the accompanying consolidated statements of operations.

	Years Ended December 31,
	2007			2006			2005			2004			2003
	(Amounts in thousands, except per share amounts)
Operating Results:
Revenues	$	41,691		$	33,328		$	23,411		$	15,041		$	11,572
Costs and expenses		(99,088	)		(29,741	)		(21,504	)		(20,329	)		(13,493	)
Operating income (loss)		(57,397	)		3,587			1,907			(5,288	)		(1,921	)
Other income (expense)		(28,745	)		893			4,015			(790	)		2,593
Income (loss) from continuing operations before income taxes		(86,142	)		4,480			5,922			(6,078	)		672
Income tax benefit (provision)		4,676			(3,005	)		1,911			2,194			1,369
Income (loss) from continuing operations, net of tax		(81,466	)		1,475			7,833			(3,884	)		2,041
Income from discontinued operations, net of tax		7,045			1,103			2,762			19,304			2,601
Dividends on preferred shares		(162	)		(162	)		(684	)		(714	)		(500	)
Income (loss) available to common shares	$	(74,583	)	$	2,416		$	9,911		$	14,706		$	4,142
Basic income (loss) available to common shares per share	$	(4.07	)	$	0.16		$	0.69		$	1.54		$	0.44
Diluted income (loss) available to common shares per share	$	(4.07	)	$	0.15		$	0.66		$	1.54		$	0.44
Weighted average shares outstanding
Basic		18,358			15,527			14,213			9,571			9,338
Diluted		18,358			15,884			15,140			9,571			9,347
Balance Sheet Data:
Working capital	$	9,644		$	14,388		$	101,977		$	11,113		$	(6,108	)
Oil and natural gas properties, net		271,951			241,099			127,480			69,644			55,126
Total assets		323,111			317,204			261,814			94,674			95,203
Long-term debt, including current portion		116,250			112,800			92,060			9,022			30,976
Stockholders’ equity		163,825			147,151			132,359			63,250			39,598
Cash Flow Data:
Net cash provided by (used in) operating activities	$	(25,348	)	$	14,104		$	(138	)	$	(8,177	)	$	11,354
Capital expenditures for oil and natural gas property and equipment, including acquisitions		88,815			105,165			50,163			15,985			2,933

30

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain of the matters discussed under the captions “Business and Properties,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this annual report may constitute “forward-looking” statements for purposes of the Securities Act of 1933, and the Securities Exchange Act of 1934 and, as such, may involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. When used in this report, the words “anticipates,” “estimates,” “plans,” “believes,” “continues,” “expects,” “projections,” “forecasts,” “intends,” “may,” “might,” “could,” “should,” and similar expressions are intended to be among the statements that identify forward-looking statements. Various factors that could cause the actual results, performance or achievements to differ materially from our expectations are disclosed in this report (“Cautionary Statements”), including, without limitation, those statements made in conjunction with the forward-looking statements included under the captions identified above and otherwise herein. All written and oral forward-looking statements attributable to us are expressly qualified in their entirety by the Cautionary Statements.

Executive Overview

We are an independent international energy company engaged in oil and natural gas exploration, development, production, leasing and acquisition activities. Our strategy is to increase our oil and natural gas reserves through a balanced combination of exploratory drilling, development and exploitation projects and acquisitions. We focus on exploration activities in countries where we can establish large acreage positions. We also focus on prospects where we do not have to compete directly with major integrated or large independent oil and natural gas producers and where extensive geophysical and geological data is available. Our operations are located in European Union or European Union candidate countries that we believe have stable governments, have transportation infrastructure, attractive fiscal policies and are net-importers of oil and natural gas.

We currently hold interests in permits granting us the right to explore and develop oil and natural gas properties in the Paris Basin, France; onshore and offshore Turkey; onshore Romania; and Hungary.

Loss available to common shares for 2007 was $74.6 million, or a loss of $4.07 per diluted share, compared with income applicable to common shares of $2.4 million, or $0.15 per diluted share, in 2006. Operating loss for 2007 was $57.4 million, compared with operating income of $3.6 million in 2006.

Revenues for the year ended December 31, 2007 were $41.7 million, a 25% increase over 2006 revenues of $33.3 million.

In 2007, our oil and natural gas production was 724,324 BOE versus production of 741,609 BOE for 2006. Our average realized oil price per barrel for 2007 was $66.50, a 9% increase over the average realized oil price per barrel of $60.86 in 2006. The average realized gas price in 2007 was $7.00 per Mcf, 96% greater than the average realized gas price of $3.57 per Mcf in 2006.

For the twelve months ended December 31, 2007, we drilled three dry holes in Romania, two in Hungary, two in France and one in Turkey which resulted in an expense of $21.8 million and had a significant impact on income from operations and income available to common shares.

In 2007, we recorded an impairment of proved property in Romania totaling $13.4 million, due to one gas well watering out and another under performing based on previous projections. This non-cash charge had a significant impact on income from operations and income available to common shares.

For the twelve months ended December 31, 2007, we recorded a loss on foreign currency exchange of $26.3 million. This loss is due to the weakening of the U.S. Dollar as compared to the New Turkish Lira, Romanian Lei and the Hungarian Forint. In these countries the U.S. Dollar is the functional currency and foreign exchange translation gains and losses are charged to earnings.

31

In 2007, we recorded a $3.5 million gain on the sale of all our unconsolidated equity investments; ePsolutions, EnergyNet and Capstone Royalty.

In September 2007, we closed on the sale of all of our oil and natural gas properties located in the United States. The sales price was $19.1 million which resulted in a pre-tax gain of $9.2 million.

At December 31, 2007, we held interests in approximately 5.9 million gross acres (approximately 4.8 million net acres). For a more detailed description of our properties see “Items 1 and 2. Business and Properties.” At December 31, 2007, our net proved reserves were estimated at approximately 13.3 MMBOE.

Operations Update

Turkey

In the South Akcakoca Sub-basin project (SASB) located offshore Turkey in the Black Sea, the tie-in of the Ayazli platform is finished and production is expected to begin from that platform mid-March 2008. As of March 14, 2008, production from the Akkaya and Dogu Ayazli platforms is approximately 16 million cubic feet of gas per day (MMCFD) with the Ayazli platform expected to add another 15 MMCFD of production. The February 2008 wellhead price for natural gas from the SASB is approximately $10.21 per thousand cubic feet of gas (MCF) and is expected to be increased to over $11.00 per MCF in May by a mandated rise in the price charged for uninterruptible gas supply to industrial customers in Turkey by BÖTAŞ, the Turkish state pipeline operator.

Toreador is currently evaluating several offers for a portion of its working interest in the SASB and expects to receive another offer in early April. The evaluation process is expected to conclude soon after the receipt of the offer in April and public filing will be made should one of the offers be accepted. Currently Toreador holds a 36.75% working interest in the South Akcakoca Sub-basin and the eight adjacent offshore exploration blocks. The operator is TPAO, the Turkish national oil company which holds a 51% working interest, with the remaining 12.25% working interest held by Stratic Energy Corporation.

Hungary

Preparations are being made for the drilling of two exploration wells in Toreador’s Szolnok exploration block. As previously disclosed, four joint venture partners are providing approximately $10 million in capital for the drilling of two wells and a 3-D seismic program in return for a 75% working interest in the Szolnok block. Toreador is the operator and is being carried for its 25% working interest to the casing point in the two wells and the 3-D survey. It is anticipated that the first well will spud and the 3-D survey will commence in April. The second well will immediately follow the first.

Another joint venture in Hungary is expected to be completed before the end of March 2008 with a private European oil and gas company to drill and test a delineation well in Toreador’s Tompa exploration block. The well is to be drilled in an updip location to evaluate a deep gas play that was first detected by two wells drilled in the late 1980’s by OKGT (the former Hungarian state oil company) and the U.S. Geological Survey. The wells produced gas in drill stem tests from a conglomerate encountered below 3,200 meters depth in the northwestern corner of the Tompa block. The proposed terms of the joint venture are for the partner to drill, case and test a well projected to cost up to $16 million in return for a 75% interest in the Tompa block. Toreador will be carried for the first well and retain a 25% working interest in the block.

Romania

In the fourth quarter of 2007 we completed a 2D seismic survey of approximately 252 sq. km. in the Moinesti and Viperesti license areas. The data is currently being processed and final interpretation should be finalized in the second quarter of 2008.

Critical Accounting Policies and Management’s Estimates

The discussion and analysis of our financial condition and results of operations is based upon the consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the

32

United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Our significant accounting policies are described in Note 2 to our consolidated financial statements included in this Form 10-K. We have identified below, policies that are of particular importance to the portrayal of our financial position and results of operations and which require the application of significant judgment by management. We analyze our estimates on a periodic basis and base our estimates on experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements:

Successful Efforts Method of Accounting

We account for our oil and natural gas exploration and development activities utilizing the successful efforts method of accounting. Under this method, costs of productive exploratory wells, development dry holes and productive wells and undeveloped leases are capitalized. Oil and natural gas lease acquisition costs are also capitalized. Exploration costs, including personnel costs, certain geological and geophysical expenses and delay rentals for oil and natural gas leases, are charged to expense as incurred. Exploratory drilling costs are initially capitalized, but such costs are charged to expense if and when the well is determined not to have found reserves in commercial quantities. In most cases, a gain or loss is recognized for sales of producing properties.

As of December 31, 2007, we had no suspended costs associated with exploratory costs that had been capitalized for a period of one year or less.

As of December 31, 2007, we had no suspended costs associated with exploratory costs that had been capitalized for a period of greater than one year.

The application of the successful efforts method of accounting requires management’s judgment to determine the proper designation of wells as either developmental or exploratory, which will ultimately determine the proper accounting treatment of the costs incurred. The results from a drilling operation can take considerable time to analyze, and the determination that commercial reserves have been discovered requires both judgment and application of industry experience. Wells may be completed that are assumed to be productive and actually deliver oil and natural gas in quantities insufficient to be economic, which may result in the abandonment of the wells at a later date. On occasion, wells are drilled which have targeted geologic structures that are both developmental and exploratory in nature, and in such instances an allocation of costs is required to properly account for the results. Delineation seismic costs incurred to select development locations within a productive oil and natural gas field are typically treated as development costs and capitalized, but often these seismic programs extend beyond the proved reserve areas and, therefore, management must estimate the portion of seismic costs to expense as exploratory. The evaluation of oil and natural gas leasehold acquisition costs requires management’s judgment to estimate the fair value of exploratory costs related to drilling activity in a given area. Drilling activities in an area by other companies may also effectively condemn leasehold positions.

The successful efforts method of accounting can have a significant impact on the operational results reported when we enter a new exploratory area in hopes of finding oil and natural gas reserves. The initial exploratory wells may be unsuccessful and the associated costs will be expensed as dry hole costs. Seismic costs can be substantial which will result in additional exploration expenses when incurred.

Reserve Estimates

Proved reserves are estimated quantities of crude oil, natural gas and natural gas liquids that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Proved developed reserves are reserves that can be expected to be recovered through existing wells with existing equipment and operating methods as well as oil and natural gas expected to be obtained through the application of fluid injection or other improved recovery techniques for supplementing the natural forces and mechanisms of primary recovery after testing by a pilot project or after the operation of an installed program has been confirmed through production response that increased recovery will be achieved. Proved undeveloped reserves are reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion. Proved

33

undeveloped reserves on undrilled acreage are limited (i) to those drilling units offsetting productive units that are reasonably certain of production when drilled and (ii) to other undrilled units where it can be demonstrated with certainty that there is continuity of production from the existing productive formation. We emphasize that the volume of reserves are estimates that, by their nature are subject to revision. The estimates are made using geological and reservoir data, as well as production performance data. These estimates are reviewed annually and revised, either upward or downward, as warranted by additional performance data. These reserve revisions result primarily from improved or a decline in performance from a variety of sources such as an addition to or a reduction in recoveries below or above previously established lowest known hydrocarbon levels, improved or a decline in drainage from natural drive mechanisms, and the realization of improved or declined drainage areas. If the estimates of proved reserves were to decline, the rate at which we record depletion expense would increase.

For the year ended December 31, 2007, we had a downward reserve revision of 4.8% on a BOE basis. This was comprised of a 42.6% decline in the natural gas reserves and a 10.8% increase in oil reserves. This downward revision was due to the following factors: (i) in Hungary, due to the small volume of gas we were unable to secure a gas contract which caused a deletion of previously booked, technical recoverable reserves of 159 MBOE; (ii) in Romania, one gas well watered out and another is under performing based on previous projections resulting in a downward revision of 305.6 MBOE; (iii) in the South Akcakoca Sub-Basin in Turkey, new pressure information and early performance data refined the geological interpretation resulting in a downward revision of 1,369.4 MBOE. These downward revisions were partially offset by improved performance in the Neocomian Field in France and the Cendere Field in Turkey.

For the year ended December 31, 2006, we had a downward reserve revision of 9%. This downward revision was due to the following factors: (i) in the Charmottes Field in France, several high volume producing wells experienced rapidly increasing water production which caused performance declines resulting in a downward revision of 921 MBO; (ii) in Romania, two gas wells watered out after producing for short periods of time resulting in a downward revision of 197 MBOE; (iii) in the South Akcakoca Sub-Basin, due to new drilling, a previous geological interpretation was refined resulting in a downward revision of 192 MBOE, and (iv) there was a downward revision of 73 MBOE due to a decline in prices. These downward revisions were partially offset by upward revisions of 187 MBOE due to performance revisions over several fields, none of which individually contributed a significant portion of this upward revision.

For the year ended December 31, 2005, we had a downward reserve revision of 2.4% or 510 MBOE. The overall downward revision of 510 MBOE was primarily due to the decrease of 1,000 MBO in oil reserves in the Neocomian Field in France where new drilling diminished the estimated reserves in several existing proved undeveloped reserves and cause the removal of several proved undeveloped reserve locations which was partially offset primarily by new drilling in the Charmottes Field where a successful horizontal well established additional reserves of 438 MBO in an existing field, and by an upward revision of 52 MBOE due to an increase in prices.

Impairment of Oil and Natural Gas Properties

We review our proved oil and natural gas properties for impairment on an annual basis or whenever events and circumstances indicate a potential decline in the recoverability of their carrying value. We estimate the expected future cash flows from our proved oil and natural gas properties and compare these future cash flows to the carrying value of the oil and natural gas properties to determine if the carrying value is recoverable. If the carrying value exceeds the estimated undiscounted future cash flows, we will adjust the carrying value of the oil and natural gas properties to its fair value in the current period. The factors used to determine fair value include, but are not limited to, estimates of reserves, future commodity prices, future production estimates, anticipated capital expenditures, and a discount rate commensurate with the risk associated with realizing the expected cash flows projected. Unproved properties are reviewed quarterly to determine if there has been impairment of the carrying value, with any such impairment charged to expense in the period. Given the complexities associated with oil and natural gas reserve estimates and the history of price volatility in the oil and natural gas markets, events may arise that will require us to record an impairment of our oil and natural gas properties and there can be no assurance that such impairments will not be required in the future nor that they will not be material.

34

Future Development and Abandonment Costs

Future development costs include costs to be incurred to obtain access to proved reserves, including drilling costs and the installation of production equipment. Future abandonment costs include costs to dismantle and relocate or dispose of our production equipment, gathering systems, wells and related structures and restoration costs of land. We develop estimates of these costs for each of our properties based upon the type of production structure, depth of water, reservoir characteristics, depth of the reservoir, market demand for equipment, currently available procedures and consultations with construction and engineering consultants. Because these costs typically extend many years into the future, estimating these future costs is difficult and requires management to make estimates and judgments that are subject to future revisions based upon numerous factors, including changing technology, the ultimate settlement amount, inflation factors, credit adjusted discount rates, timing of settlement and changes in the political, legal, environmental and regulatory environment. We review our assumptions and estimates of future abandonment costs on an annual basis. The accounting for future abandonment costs changed on January 1, 2003, with the adoption of SFAS 143 “Accounting for Asset Retirement Obligations”. SFAS 143 requires that the fair value of a liability for an asset retirement obligation be recorded in the period in which it is incurred and the corresponding cost capitalized by increasing the carrying amount of the related long-lived asset. The liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized.

Holding all other factors constant, if our estimate of future abandonment costs is revised upward, earnings would decrease due to higher depreciation, depletion and amortization expense. Likewise, if these estimates were revised downward, earnings would increase due to lower depreciation, depletion and amortization expense.

Income Taxes

For financial reporting purposes, we generally provide taxes at the rate applicable for the appropriate tax jurisdiction. Because our present intention is to reinvest the unremitted earnings in our foreign operations, we do not provide U.S. income taxes on unremitted earnings of foreign subsidiaries. Management periodically assesses the need to utilize these unremitted earnings to finance our foreign operations. This assessment is based on cash flow projections that are the result of estimates of future production, commodity prices and expenditures by tax jurisdiction for our operations. Such estimates are inherently imprecise since many assumptions utilized in the cash flow projections are subject to revision in the future.

Management also periodically assesses, by tax jurisdiction, the probability of recovery of recorded deferred tax assets based on its assessment of future earnings estimates. Such estimates are inherently imprecise since many assumptions utilized in the assessments are subject to revision in the future.

Derivatives

We periodically utilize derivatives instruments such as futures and swaps for purposes of hedging our exposure to fluctuations in the price of crude oil sales. In accordance with SFAS No. 133, Accounting for “Derivative Instruments and Hedging Activities,” we have elected not to designate the derivative financial instruments to which we are a party as hedges, and accordingly, we record such contracts at fair value and recognize changes in such fair value in current earnings as they occur. We determine the fair value of futures and swap contracts based on the difference between their fixed contract price and the underlying market price at the determination date. The realized and unrealized gains and losses on derivatives are recorded as a derivative fair value gain or loss in the income statement.

Foreign Currency Translation

The functional currency for Turkey, Romania and Hungary is the United States Dollar and in France the functional currency is the Euro. Translation gains or losses resulting from transactions in the New Turkish Lira in Turkey, the Lei in Romania and the Forint in Hungary are included in income available to common shares for the current period. Translation gains and losses resulting from transactions in Euros are included in other comprehensive income for the current period. We periodically review the operations of our entities to ensure the functional currency of each entity is the currency of the primary economic environment in which we operate.

35

In October 2007, we made a change in accounting method regarding intercompany account receivables due from our subsidiaries in Turkey, Romania and Hungary. Pursuant to a Board of Directors resolution, we expect to be repaid the intercompany account receivable from our subsidiaries in Turkey, Romania and Hungary in the foreseeable future. Due to this resolution subsequent to October 1, 2007, the change in the intercompany account receivable balance will be reflected in current earnings, as a foreign exchange gain or loss rather than accumulated other comprehensive income. See Note 2 — Foreign Currency Translation.

New Accounting Pronouncements

In September 2006, Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements, was issued. SFAS No. 157 provides guidance for using fair value to measure assets and liabilities. It applies whenever other standards require or permit assets or liabilities to be measured at fair value but it does not expand the use of fair value in any new circumstances. In November 2007, the effective date was deferred for all non-financial assets and liabilities, except those that are recognized or disclosed at fair value on a recurring basis. The provisions of SFAS No. 157 that were not deferred are effective for financial statements issued for fiscal years beginning after November 15, 2007. We are currently assessing the effect, if any, the adoption of Statement 157 will have on our financial statements and related disclosures.

In February 2007, the FASB issued Statement 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement 115”. The statement permits entities to choose to measure certain financial instruments and other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. Unrealized gains and losses on any items for which we elect the fair value measurement option would be reported in earnings. Statement 159 is effective for fiscal years beginning after November 15, 2007. We are currently assessing the effect, if any, the adoption of Statement 159 will have on our financial statements and related disclosures.

In December 2007, SFAS No. 141R, Business Combinations, was issued. Under SFAS No. 141R, a company is required to recognize the assets acquired, liabilities assumed, contractual contingencies, and any contingent consideration measured at their fair value at the acquisition date. It further requires that research and development assets acquired in a business combination that have no alternative future use to be measured at their acquisition-date fair value and then immediately charged to expense, and that acquisition-related costs are to be recognized separately from the acquisition and expensed as incurred. Among other changes, this statement also requires that “negative goodwill” be recognized in earnings as a gain attributable to the acquisition, and any deferred tax benefits resultant in a business combination are recognized in income from continuing operations in the period of the combination. SFAS No. 141R is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning after December 15, 2008. The effect of adopting SFAS No. 141R has not been determined.

In December 2007, SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51, was issued. SFAS No. 160 amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary, which is sometimes referred to as minority interest, is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Among other requirements, this statement requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated income statement, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. SFAS No. 160 is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2008. The effect of adopting SFAS No. 160 is not expected to have an effect on our reported financial position or earnings.

LIQUIDITY AND CAPITAL RESOURCES

This section should be read in conjunction with Notes 8 and 9 to Notes to Consolidated Financial Statements included in this filing.

36

Liquidity

As of December 31, 2007, we had cash and cash equivalents and restricted cash of $23.5 million, a current ratio of approximately 1.5 to 1 and a debt (long-term debt and Convertible Senior Notes) to equity ratio of .71 to 1. For the twelve months ended December 31, 2007, we had an operating loss of $57.4 million and capital expenditures, excluding capitalized interest and changes in accounts payable, were $71 million. The restricted cash relates to a letter of credit relating to the dispute with Micoperi regarding the October 2005 well issues in the Black Sea and a letter of credit to secure additional permits in Hungary.

On March 23, 2007, we closed a $45 million private placement of equity. In the transaction, we issued an aggregate of 2,710,843 shares of common stock to six institutional investors, providing us with $45 million of gross proceeds at closing. We also granted the investors warrants to purchase an additional $8.1 million aggregate amount of common stock within the next 30-day period. On April 23, 2007, two of the institutional investors exercised their warrants for an aggregate of 326,104 additional shares of common stock, providing us with approximately $5.4 million of gross proceeds. The net proceeds from the private placement totaled approximately $48 million and were used to help fund our 2007 exploration and development activities.

On June 14, 2007, the Board of Directors authorized management to sell all oil and gas properties in the United States. The sale of these properties completed the divestiture of the company’s non-core domestic assets and allows us to focus exclusively on our international operations. The sale was closed on September 1, 2007. The sales price was $19.1 million and resulted in a pre-tax gain of $8.6 million. Prior year financial statements for 2006 and 2005 have been adjusted to present the operations of the U.S. properties as a discontinued operation. The assets and liabilities of the discontinued operations are presented separately under the captions “Oil and gas properties held for resale” and “Asset retirement obligations, oil and gas properties held for sale” respectively, in the Balance Sheet for the year ended December 31, 2006.

In connection with the private placement, we entered into a Registration Rights Agreement with the investors. The Registration Rights Agreement provided that we would file a registration statement with the Securities and Exchange Commission covering the resale of the common stock within 60 days after the closing date. If the registration statement was not filed with the Securities and Exchange Commission within such time, we had to pay 1.0% of the aggregate purchase price, an additional 1.0% on the one month anniversary of the 60th day after closing if the registration statement had not been filed by such date and an additional 2.0% of the aggregate purchase price for each 30 day period after the one month anniversary if the registration statement was not filed by such date. We filed the registration statement with the Securities and Exchange Commission on May 8, 2007. If the registration statement was not declared effective by the Securities and Exchange Commission within 150 days after the closing date, we had to pay 1.0% of the aggregate purchase price, an additional 1.0% on the one month anniversary of the 150th day after the closing if the registration statement had not been declared effective by the Securities and Exchange Commission by such date and an additional 2.0% of the aggregate purchase price for each 30 day period after the one month anniversary if the registration statement was not declared effective by such date. The registration statement was declared effective July 26, 2007. Now that the registration statement has been declared effective by the Securities and Exchange Commission, if, subject to certain exceptions, future sales cannot be made pursuant to the registration statement, we must pay 1.0% of the aggregate purchase price on the date sales cannot be made pursuant to the registration statement, an additional 1% on the one month anniversary of the date sales are not permitted under the registration statement if sales are not permitted under the registration statement by such date and an additional 2.0% of the aggregate purchase price for each 30 day period after the one month anniversary if sales under the registration statement are not permitted by such date. Any one month or 30 day periods during which we cure the violation will cause the payment for such period to be made on a pro rata basis. As a result of the change in the resale restrictions under Rule 144, effective February 15, 2008, we amended the Registration Rights Agreement to provide that we do not have to keep the registration statement effective if the holders of the shares covered by the Registration Rights Agreement can sell all of the shares pursuant to Rule 144.

Beginning in the fourth quarter of 2007, we made a strategic decision to no longer drill 100% exploratory wells or fund 100% seismic programs on exploratory acreage. We began a systematic process of farming out our exploratory prospects to industry partners. The terms of farm outs have been and will generally be structured so that

37

the farmee will pay 100% of all seismic costs and drill an exploratory well to casing point in order to earn a 50%-75% working interest in the prospect or concession.

We believe that our French oil production will generate sufficient free cash flow to cover all our costs and contribute to our share of development capital expenditures in the Black Sea. We believe that our Turkish cash flow, given our restoration of production following a November 2007 shipping accident, will provide the balance of those development expenditures and more. Our 2008 capital expenditure budget is $27.5 million which is the Company’s share of estimated Phase II development costs in the Black Sea.

We believe we will have sufficient cash flow from operations to meet all of our 2008 obligations. However, if the cash flow from our operations is less than anticipated and if we have used up our cash and drawn down our credit facility we may also seek additional capital by (i) forward selling our crude oil and natural gas production; (ii) selling our interest in prospects and or licenses; (iii) selling down our working interest in properties; or (iv) a combination of these actions in addition to issuing new debt or equity securities We believe such actions will allow us to meet our capital commitments and that as a result we will have sufficient liquidity for the remainder of 2008.

We will operate the Company, at a minimum, through 2009 in this manner. We will not incur costs to keep a permit or license in effect, but rather we will manage the Company’s resources so that only the areas that meet certain economic hurdles will be considered. We believe that this philosophy will not only strengthen the Company’s financial position in the short term, but will also ensure the Company’s position for the future.

Secured Revolving Facility

On December 28, 2006, we entered into a loan and guarantee agreement with International Finance Corporation. The loan and guarantee agreement provides for a $25 million facility which is a secured revolving facility with a current maximum facility amount of $25 million which maximum facility amount will increase to $40 million when the projected total borrowing base amount exceeds $50 million. The $25 million facility funded on March 2, 2007. The total proceeds received on March 2, 2007 were approximately $25 million, of which $11 million was used to retire the outstanding balance on the $15 million credit facility with Natixis Banques Populaires and the remaining $14 million of funds was used to finance our capital expenditures in Turkey and Romania. The loan and guarantee agreement also provides for an unsecured $10 million facility which funded on December 28, 2006 In September 2007, we repaid $5 million of the $25 million facility after the sale of the oil and natural gas properties in the United States were sold. Both the $25 million facility and the $10 million facility are to fund our operations in Turkey and Romania. As of December 31, 2007, the International Finance Corporation has reduced our borrowing base under both loans to $30 million from $35 million. Until the next redetermination date, the Company has no additional borrowing capacity under these facilities. We do not believe that the loss of $5 million in the borrowing base will materially effect our business strategy for 2008 and 2009.

Interest accrues on any loans under the $25 million facility at a rate of 2% over the six month LIBOR rate. Interest accrued on the $10 million facility at a rate of 1.5% over the six month LIBOR rate until the $25 million facility funded on March 2, 2007 after which the rate for the $10 million facility was lowered to 0.5% over the six month LIBOR rate. As of December 31, 2007 the interest rate on the $10 million facility was 5.329% and 6.829% on the $25 million facility. Interest is to be paid on each June 15 and December 15.

On December 31, 2011, the maximum amount available under the $25 million facility begins to decrease by $5 million every six months from $40 million (assuming the projected borrowing base amount exceeds $50 million) until the final portion of the $25 million facility is due on December 15, 2014. On December 15, 2014, $5 million of the $10 million facility is to be repaid with the remaining $5 million being due on June 15, 2015.

We are to meet the following ratios on a consolidated basis: (i) the life of loan coverage ratio of not less than: (a) 1.2:1.0 in 2006 and 2007; (b) 1.3:1.0 in 2008; and (c) 1.4:1.0 in 2009 and each subsequent year thereafter; (ii) reserve tail ratio of not less than 25%; (iii) adjusted financed debt to EBITDAX ratio of not more than 3.0:1.0; (iv) liabilities to tangible net worth ratio of not more than 60:40; and (v) interest coverage ratio of not less than 3.0:1.0. At December 31, 2007, we were not in compliance with the interest rate coverage ratio of not less than 3.0:1.0; the actual ratio was 2.8:1.0. The International Finance Corporation has granted us a temporary waiver for the interest coverage ratio provided we maintain EBITDAX to net interest expense ratio of 2.7:1.0 until July 2, 2008

38

and EBITDA to net interest expense ratio of a least 2.7:1.0 during the remaining period of the waiver effectiveness. The waiver is effective until March 8, 2009.

We are subject to certain negative covenants, including, but not limited to, the following: (i) except as required by law or to pay the dividends on the Series A-1 Convertible Preferred Stock, which is no longer outstanding, paying dividends; (ii) subject to certain exceptions, incurring debt, making guarantees or creating or permitting to exist any liens, (iii) subject to certain exceptions, making or permitting to exist loans or advances to, or deposits, with other persons or investments in any person or enterprise; (iv) subject to certain exceptions, selling, transferring, leasing or otherwise disposing of all or a material part of its borrowing base assets; and (v) subject to certain exceptions, undertaking or permitting any merger, spin-off, consolidation or reorganization.

5% Convertible Senior Notes Due 2025

On September 27, 2005, we sold $75 million of Convertible Senior Notes due October 1, 2025 to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933. We also granted the initial purchasers the option to purchase an additional $11.25 million aggregate principal amount of Convertible Senior Notes to cover over-allotments. The option was exercised on September 30, 2005. The total principal amount of Convertible Senior Notes issued was $86.25 million and total net proceeds were approximately $82.2 million.

The Convertible Senior Notes bear interest at a rate of 5% per annum and can be converted into common stock at an initial conversion rate of 23.3596 shares of common stock per $1,000 principal amount of Convertible Senior Notes , subject to adjustment (equivalent to a conversion price of approximately $42.81 per share). We may redeem the Convertible Senior Notes, in whole or in part, on or after October 6, 2008, and prior to October 1, 2010, for cash at a redemption price equal to 100% of the principal amount of Convertible Senior Notes to be redeemed, plus any accrued and unpaid interest, if the closing price of its common stock exceeds 130% of the conversion price over a specified period. On or after October 1, 2010, we may redeem the Convertible Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of Convertible Senior Notes to be redeemed, plus any accrued and unpaid interest, irrespective of the price of its common stock. Holders may convert their Convertible Senior Notes at any time prior to the close of business on the business day immediately preceding their stated maturity, and holders may, upon the occurrence of certain fundamental changes, and on October 1, 2010, October 1, 2015, and October 1, 2020, require us to repurchase all or a portion of their Convertible Senior Notes for cash in an amount equal to 100% of the principal amount of such Convertible Senior Notes, plus any accrued and unpaid interest.

Due to our restating the consolidated financial statements for the years ended December 31, 2003, 2004 and 2005 and our consolidated financial statements for each of the quarters ended March 31 and June 30, 2006, we did not provide the trustee under the indenture of the Convertible Senior Notes with copies of our annual reports, information, documents and other reports that were required to be filed with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 within thirty (30) days of when such reports were required to be filed with the Securities and Exchange Commission.

On December 15, 2006, we received a notice from the trustee for failing to provide the trustee with a copy of our Form 10-Q for the nine month period ended September 30, 2006. Since we cured the covenant default within thirty (30) days after receiving the written notice from the trustee, we cured the default and an event of default did not occur.

The registration rights agreement covering the Convertible Senior Notes provides for a penalty if the registration statement is filed and declared effective but thereafter ceases to be effective (a “Suspension Period”) for an aggregate of forty-five (45) days in any three month period or ninety (90) days in any twelve month period (an “Event Date”). Such penalty calls for an additional 0.25% per annum in interest expense on the aggregate principal amount of the Convertible Senior Notes for the first ninety (90) days following an Event Date and an additional 0.50% per annum in interest expense on the aggregate principal amount of the Convertible Senior Notes thereafter, until such Suspension Period ends upon the registration statement again becoming effective or not being required to be effective pursuant to the registration rights agreement. Because we did not file our Quarterly Report on Form 10-Q for the nine month period ended September 30, 2006 in a timely manner, the registration statement for the Convertible Senior Notes became ineffective and we entered a Suspension Period on November 15, 2006. Such

39

Suspension Period ended on January 23, 2007 when we provided notice that the Form 10-Q had been filed and the Suspension Period was no longer in effect. Because the Suspension Period exceeded forty-five (45) days in any three month period, we paid approximately $14,375 in additional interest expense. On March 16, 2007, the date we filed our Form 10-K for the year ended December 31, 2006 we again entered a Suspension Period until all the Convertible Senior Notes became eligible for sale pursuant to Rule 144(k) on September 30, 2007. On October 1, 2007, $155,000 was deposited with the trustee for the Convertible Senior Notes as the penalty for any holders of the Notes who were eligible on October 1, 2007 to receive a pro rate portion of such payment. Such eligible holders had to have registered their Convertible Senior Notes on the registration statement and still held those Notes on October 1, 2007. Through March 12, 2008, we had released $4,043 of the penalty deposit to eligible holders of Convertible Senior Notes.

Preferred Stock

On February 22, 2005, 82,000 shares of Series A-1 Convertible Preferred Stock were exchanged for an aggregate of 512,000 shares of our common stock. As of December 31, 2006, there were 72,000 shares of Series A-1 Convertible Preferred Stock outstanding. At the option of the holder, the Series A-1 Convertible Preferred Stock could be converted into common shares at a price of $4.00 per common share. The Series A-1 Convertible Preferred Stock accrued dividends at an annual rate of $2.25 per share payable quarterly in cash. At any time on or after November 1, 2007, we had the right to redeem for cash any or all shares of Series A-1 Convertible Preferred Stock. In December 2007 the 72,000 shares of Series A-1 Convertible Preferred Stock were converted into 450,000 shares of common stock.

Dividend and Interest Requirements

Dividends on our common stock may be declared and paid out of funds legally available when and as determined by our board of directors. Our policy is to hold and invest corporate funds on a conservative basis, and, thus, we do not anticipate paying cash dividends on our common stock in the foreseeable future.

Dividends on our Series A-1 Convertible Preferred Stock were paid quarterly. For the year ended December 31, 2007 dividends totaled $162,000.

The terms of the loan and guarantee agreement with the International Finance Corporation limit the payment of dividends only to those that are required by law and to dividends associated with our Series A-1 Convertible Preferred Stock, which is no longer outstanding.

Contractual Obligations

The following table sets forth our contractual obligations in thousands at December 31, 2007 for the periods shown:

			Less Than		One to		Four to		More Than
	Total		One Year		Three Years		Five Years		Five Years
Long-term debt	$	116,250	$	—	$	—	$	—	$	116,250
Lease commitments		4,110		795		1,695		578		1,042
Total contractual obligations	$	120,360	$	795	$	1,695	$	578	$	117,292

Contractual obligations for long-term debt above does not include amounts for interest payments.

We were not in compliance with certain financial covenants relating to the loan with the International Finance Corporation. We obtained a waiver through March 8, 2009. Accordingly, the amount is shown in the above table as maturing in accordance with the original terms of the loan facility.

In conjunction with FIN 48, we have no certainty as to when unrecognized tax benefits of $326,000 will become due.

40

Results of Operations

Comparison of Years Ended December 31, 2007 and 2006

	For the Years Ended December 31,
	2007		2006			2007		2006
Production:					Average Price:
Oil (MBbls):					Oil ($/Bbl):
France		383		442	France		67.49		61.74
Turkey		66		68	Turkey		61.98		56.10
Romania		10		8	Romania		57.59		52.71
Total		459		518	Total	$	66.50	$	60.86
Gas (MMcf):					Gas ($/Mcf):
Turkey		905		—	Turkey		8.60		—
Romania		689		502	Romania		4.90		3.57
Total		1,594		502	Total	$	7.00	$	3.57
MBOE:					$/ BOE:
France		383		442	France		67.49		61.74
Turkey		217		68	Turkey		54.77		56.10
Romania		124		92	Turkey		31.55		24.06
Total		724		602	Total	$	57.51	$	55.37

Revenues

Oil and natural gas sales

Oil and natural gas sales for the twelve months ended December 31, 2007 were $41.7 million, as compared to $33.3 million for the comparable period in 2006. This increase is due to 1) the increase in the average realized price for oil and natural gas, $3.6 million and 2) Turkish gas sales which were not in production in 2006, $7.8 million. This was partially offset by a reduction in total oil production of 59 MBbls or $3 million. Total production increased by approximately 122 MBOE due primarily to the start of production in Turkey gas resulting in 151 MBOE and a full year production in Romania resulting in an additional 32 MBOE. This was partially offset by a decline in French and Turkey oil production of 61 MBOE.

The above table compares both volumes and prices received for oil and natural gas for the twelve months ended December 31, 2007 and 2006. Oil and natural gas prices are and probably will continue to be extremely volatile and a significant change will have a material impact on our revenue.

Costs and expenses

Lease operating

Lease operating expense was $12.6 million, or $17.46 per BOE produced for the twelve months ended December 31, 2007, as compared to $8.7 million, or $14.52 per BOE produced for the comparable period in 2006. This increase is primarily due to increased operating costs in France due to the age of the fields, increased operating costs in offshore Turkey due primarily to fixed operating costs for three tripods of which two were on production, increased operating expense in Romania due to increased workover cost incurred to increase production and the decline in value of the U.S. Dollar.

Exploration expense

Exploration expense for the twelve months ended December 31, 2007 was $14.7 million, as compared to $3.9 million for the comparable period in 2006. This change is primarily due to the 2D seismic survey that was done

41

in Romania during the third quarter and increased interpretation of existing seismic in order to prepare prospects for farmout consideration.

Dry hole and abandonment

Dry hole and abandonment cost for the twelve months ended December 31, 2007 was $21.8 million, as compared to $1.7 million in 2006. During 2007 we drilled two dry holes in France ($3.8 million), three dry holes in Romania ($10 million), two dry holes in Hungary ($3.5 million) and one dry hole in Turkey ($4.5 million). In the comparable period for 2006 we drilled one dry hole in Hungary for $1.7 million.

Depreciation, depletion and amortization.

For the twelve months ended December 31, 2007, depreciation, depletion and amortization expense was $21.3 million, or $29.36 per BOE produced, as compared to $6.3 million, or $10.43 per BOE produced for the twelve months ended December 31, 2006. This increase is primarily due to offshore Turkey starting production in May 2007 resulting in an additional $9.4 million in depreciation, depletion and amortization, an increase in Romania of $4.6 million due to a full year of production and a decline in proved reserves and a $1 million increase in France due primarily to the decline in the value of the U.S. Dollar.

Impairment of oil and natural gas properties

Impairment charged in 2007 was $13.4 million compared to zero in 2006. This increase was due to the downward revisions of proved reserves in the Fauresti Field in Romania. At December 31, 2007 the cash flow before income tax and the discounted future cash flows attributable to our proved oil and natural gas reserves before income tax, and discounted at 10% attributable to the 134 MBOE, in Romania, was $1.2 million and $1.1 million, respectively, and the net book value of asset was $14.5 million. This resulted in an impairment charge of $13.4 million.

General and administrative

General and administrative expense, not including stock compensation expense and amounts due the former President and CEO, was $12.2 million for the twelve months ended December 31, 2007, compared with $6.8 million for the comparable period of 2006. This increase is primarily due to $2.6 million restating the financial statements for the years ended December 31, 2003, 2004 and 2005 and the quarters ended March 31, 2006 and June 30, 2006, (accounting, legal and printing), the 2006 audit of approximately $1.1 million, a $1.8 million reduction in the amount of capitalized general and administrative costs incurred in Turkey in association with our Black Sea project, since it is now on production, increased professional fees for engineering and recruiters of $213,000 and increased travel costs of $353,000.

Stock compensation expense

Stock compensation expense was $2.9 million for the twelve months ended December 31, 2007, compared with $2.7 million for the comparable period of 2006. The increase is due to the restricted stock granted by the Board of Directors to certain employees, consultants and non-employee directors and the expensing of stock options as required by the adoption of SFAS 123(R).

Cost incurred related to the resignation of former President and Chief Executive Officer

In January 2007, Mr. G. Thomas Graves III resigned as President and Chief Executive Officer. The Separation Agreement between Mr. Graves and the Company called for the immediate vesting of all restricted stock grants which resulted in an expense of $1.1 million and two years of salary and one year of bonus of $1.1 million.

Loss on oil and gas derivative contracts

Loss on oil and gas derivative contracts represents the net realized loss on derivative financial instruments and fluctuates based on changes in the fair value of underlying commodities. We entered into futures and swap contracts

42

for approximately 15,000 Bbls per month for the months of June 2007 through December 2008 and subsequently sold all contracts as of September 30, 2007. This resulted in a net derivative fair value loss of $1 million for the twelve months ended December 31, 2007. We were not a party to any derivative contracts in the comparable period of 2006.

Gain on the sale of properties and other assets

For the twelve months ended December 31, 2007, we recorded a gain on the sale of the properties and other assets of $3.2 million, which was primarily attributable to the gain on the sale of our unconsolidated investments. A gain of $436,000 was recorded in the comparable period of 2006.

Foreign currency exchange gain (loss)

We recorded a loss on foreign currency exchange of $26.3 million for the twelve months ended December 31, 2007 compared with $605,000 loss for the comparable period of 2006. This loss is primarily due to the weakening of the U.S. Dollar as compared to the New Turkish Lira, Romanian Lei and the Hungarian Forint. In these countries the U.S. Dollar is the functional currency and foreign exchange translation gains and losses are charged to earnings.

Interest and other income

Interest and other income was $1.8 million for the period ended December 31, 2007 as compared with $2 million in the comparable period of 2006. For the twelve months ended December 31, 2006, our average cash balance was larger than our average cash balance for the twelve months ended December 31, 2007, which resulted in less interest income in the current period.

Interest expense, net of interest capitalization

Interest expense was $4.3 million for the twelve months ended December 31, 2007, as compared to $891,000 for the comparable period of 2006. The increase in interest expense is primarily due to expensing the deferred loan fees on the Natixis facility of $184,000 and the Texas Capital Bank facility of $108,000, since these facilities were paid off in the first quarter of 2007 and the increased debt level for the twelve months ended December 31, 2007 as compared to the comparable period in 2006.

Discontinued operations

On September 1, 2007, we sold all of our working interest properties located in the United States for $19.1 million which resulted in a pre-tax gain of $9.2 million. Prior year financial statements for 2006 and 2005 have been adjusted to present the operations of the U.S. properties as a discontinued operation. The assets and liabilities of the discontinued operations are presented separately under the caption “Oil and gas properties held for resale” and “Asset retirement obligations, oil and gas properties held for sale,” respectively, in the Balance Sheet as of December 31, 2006. The revenues received and the costs incurred after the effective date are due to adjustments made by the operator prior to the effective date of the sale. We do not have any involvement with the properties sold.

43

The results of operations of assets in the United States that were sold in September 2007 have been presented as discontinued operations in the accompanying consolidated statements of operations. Results for these assets reported as discontinued operations were as follows:

	Twelve Months Ended December 31.
	2007			2006			2005
	(In thousands)
Revenues:
Oil and natural gas sales	$	4,489		$	7,070		$	7,767
Costs and expenses:
Lease operating		1,592			2,200			2,096
Exploration expense		105
Impairment of oil and gas properties		—			345			109
Depreciation, depletion and amortization		611			1,265			950
Dry hole costs		103			1,393			—
Allocated general and administrative		325			324			266
Gain on sale of properties		(9,244	)		(202	)		(12	)
Total costs and expenses		(6,508	)		5,325			3,409
Income before taxes		10,997			1,745			4,358
Income tax provision		(3,952	)		(642	)		(1,596	)
Income from discontinued operations	$	7,045		$	1,103		$	2,762

Provision for income taxes

At December 31, 2007, it was unlikely that the United States parent entity, Toreador Resources Corporation, would be able to generate sufficient future taxable income to utilize $21.7 million in net operating loss carryforwards. We therefore established a valuation allowance of $7.4 million which resulted in an increase to the provision for income taxes. In addition, we established a $5 million valuation allowance to reflect the likelihood that additional tax income of $14.5 million would not be generated to offset future temporary tax differences in the amount of $14.5 million.

Income (Loss) available to common shares

For the twelve months ended December 31, 2007, we reported a loss from continuing operations net of taxes of $81.5 million, compared with income of $1.5 million for the same period of 2006. For the twelve months ended December 31, 2007 we recorded a loss available to common shares of $74.6 million versus income available to common shares of $2.4 million for the year ended December 31, 2006.

Other comprehensive income

The most significant element of comprehensive income, other than net income, is foreign currency translation. As of December 31, 2007, we had an unrealized gain of $38.4 million as compared to an unrealized gain of $6.7 million in 2006. The reason for the increase in the unrealized gain is due to the weakening of the United States dollar compared to the currencies in countries in which we operate. The functional currency of our operations in France is the Euro and in Romania, Turkey and Hungary the functional currency is the United States Dollar. The

44

exchange rates used to translate the financial position of the French, Turkish, Romanian and Hungarian operations at December 31, 2007, 2006 and 2005 are shown below:

	December 31,
	2007		2006		2005
Euro	$	1.4721	$	1.3170	$	1.1797
New Turkish Lira	$	0.8574	$	0.7065	$	0.7408
Romania Lei	$	0.4076	$	0.3886	$	0.3508
Hungarian Forint	$	0.0058	$	0.0052	$	0.0047

In October 2007, we changed our accounting method regarding intercompany account receivables due from our subsidiaries in Turkey, Romania and Hungary. Pursuant to a Board of Directors resolution, we expect to be repaid the intercompany account receivable from our subsidiaries in Turkey, Romania and Hungary in the foreseeable future. Due to this resolution, subsequent to October 1, 2007, the change in the intercompany account receivable balance will be reflected in current earnings, as a foreign exchange gain or loss rather than accumulated other comprehensive income. See Note 2 — Foreign Currency Translation.

Results of Operations — Comparison of Years Ended December 31, 2006 and 2005

	For the Years Ended December 31,
	2006		2005			2006		2005
Production:					Average Price:
Oil (MBbls):					Oil ($/Bbl):
France		442		404	France		61.74		50.92
Turkey		68		65	Turkey		56.10		43.48
Romania		8		—	Romania		52.71		—
Total		518		469	Total	$	60.86	$	49.89
Gas (MMcf):					Gas ($/Mcf):
Romania		502		—	Romania		3.57		—
Total		502		—	Total	$	3.57	$	—
MBOE:					$/BOE:
France		442		404	France		61.74		50.92
Turkey		68		65	Turkey		56.10		43.48
Romania		92		—	Turkey		24.06		—
Total		602		469	Total	$	55.37	$	49.89

Revenues

Oil and natural gas sales

Oil and natural gas sales for the twelve months ended December 31, 2006 were $33.3 million, as compared to $23.4 million for the comparable period in 2005. This increase is primarily due to a significant increase in the average realized price for oil. Production increased by approximately 133 MBOE due primarily to the start of production in Romania and increases in production in Turkey and France.

The above table compares both volumes and prices received for oil and natural gas for the twelve months ended December 31, 2006 and 2005. Oil and natural gas prices are and probably will continue to be extremely volatile and a significant change will have a material impact on our revenue.

We had no loss on commodity derivatives for the years ended December 31, 2006 and 2005.

45

Costs and expenses

Lease operating expense

Lease operating expense was $8.7 million, or $14.52 per BOE produced for the twelve months ended December 31, 2006, as compared to $6.1 million, or $13.01 per BOE produced for the comparable period in 2005. This increase is primarily due to increased operating costs in France, the start of production in Romania and higher costs associated with the age of our fields.

Exploration expense

Exploration expense for the twelve months ended December 31, 2006 was $3.9 million, as compared to $2.9 million for the comparable period in 2005. This change is primarily due to increased activity in Hungary and Romania in interpreting data in order to evaluate drilling locations for 2007.

Dry hole and abandonment

Dry hole and abandonment cost for the twelve months ended December 31, 2006 was $1.7 million due to one dry hole in Hungary, as compared to $1.7 million for one dry hole in Turkey in 2005.

Depreciation, depletion and amortization

For the twelve months ended December 31, 2006 depreciation, depletion and amortization expense was $6.3 million, or $10.43 per BOE produced, as compared to $4.3 million, or $9.16 per BOE produced for the twelve months ended December 31, 2005. This increase is primarily due to the downward revision of proved reserves in France of approximately 0.9 MBOE of proved reserves.

General and administrative expense

General and administrative expense, not including stock compensation expense, was $6.8 million for the twelve months ended December 31, 2006, compared with $6 million for the comparable period of 2005. This increase is primarily due to increased personnel costs of $1.1 million, the costs associated with the Hungarian office which was opened in July 2005 totaling $310,000 and the costs of restating the financial statements for the years ended December 31, 2003, 2004 and 2005 and the quarters ended March 31, 2006 and June 30, 2006 of approximately $820,000. These were reduced by an increase in the amounts allocated to development projects and exploration expense of approximately $1.7 million.

Stock compensation expense

Stock compensation expense was $2.7 million for the twelve months ended December 31, 2006, compared with $400,000 for the comparable period of 2005. The increase is due to the restricted stock granted by the Board of Directors to certain employees, consultants and non-employee directors and the expensing of stock options as required by the adoption of SFAS 123(R).

Other income and expense

Other income and expense resulted in income of $0.9 million for the twelve months ended December 31, 2006 versus income of $4 million in 2005. This decrease is primarily due to foreign exchange losses in Hungary and Turkey.

Discontinued operations

On September 1, 2007, we sold all of our working interest properties located in the United States for $19.1 million which resulted in a pre-tax gain of $8.6 million. Prior year financial statements for 2006 and 2005 have been adjusted to present the operations of the U.S. properties as a discontinued operation. The assets and liabilities of the discontinued operations are presented separately under the caption “Oil and gas properties held for

46

resale” and “Asset retirement obligations, oil and gas properties held for sale,” respectively, in the Balance Sheet as of December 31, 2006.

The results of operations of assets in the United States that were sold in January 2004 and September 2007 have been presented as discontinued operations in the accompanying consolidated statements of operations. Results for these assets reported as discontinued operations were as follows:

	Twelve Months Ended
	December 31.
	2006			2005
	(In thousands)
Revenues:
Oil and natural gas sales	$	7,070		$	7,767
Costs and expenses:
Lease operating		2,200			2,096
Impairment of oil and gas properties		345			109
Depreciation, depletion and amortization		1,265			950
Dry hole costs		1,393			—
Allocated general and administrative		324			266
Gain on sale of properties		(202	)		(12	)
Total costs and expenses		5,325			3,409
Income before taxes		1,745			4,358
Income tax provision		(642	)		(1,596	)
Income from discontinued operations	$	1,103		$	2,762

Provision for income taxes

At December 31, 2006, it was “unlikely” that the United States parent entity, Toreador Resources Corporation, would be able to generate sufficient future taxable income to utilize $1.2 million of a $6.3 million net operating loss carryforward. We therefore established a valuation allowance of $1.2 million which resulted in an increase to the provision for income taxes.

Income available to common shares

For the twelve months ended December 31, 2006, we reported income from continuing operations net of taxes of $1.5 million, compared with income of $7.8 million for the same period of 2005. For the twelve months ended December 31, 2006 income available to common shares was $2.4 million versus $9.9 million for the year ended December 31, 2005.

Other comprehensive income

The most significant element of comprehensive income, other than net income, is foreign currency translation. For the year ended December 31, 2006, we had an unrealized gain of $6.7 million, as compared to an unrealized loss of $8.1 million in 2005. The reason for the change in unrealized income is due to the strength of the U.S. dollar compared to the Euro in 2006.

47

The functional currency of our operations in France is the Euro and in Romania, Turkey and Hungary the functional currency is the United States Dollar. The exchange rates used to translate the financial position of the French, Turkish, Romanian and Hungarian operations at December 31, 2006 and 2005 are shown below:

	December 31,
	2006		2005
Euro	$	1.3170	$	1.1797
New Turkish Lira	$	0.7065	$	0.7408
Romania Lei	$	0.3886	$	0.3508
Hungarian Forint	$	0.0052	$	0.0047

Selected Quarterly Financial Data (Unaudited)

We derived the selected historical financial data in the table below from our unaudited interim consolidated financial statements. The sum of net income per share by quarter may not equal the net income per share for the year due to variations in the weighted average shares outstanding used in computing such amounts. The historical data presented here are only a summary and should be read in conjunction with the consolidated financial statements, related notes and other financial information included elsewhere in this annual report.

	Three Months Ended
	March 31,			June 30,			September 30,			December 31,
	(In thousands, except per share data)
For the year ended December 31, 2007:
Total revenues	$	6,821		$	9,962		$	12,400		$	12,508
Total costs and expenses		16,147			35,368			39,161			32,481
Loss from continuing operations, net of tax		(9,326	)		(25,406	)		(26,761	)		(19,973	)
Income from discontinued operations, net of tax		551			359			6,021			114
Net loss		(8,775	)		(25,047	)		(20,740	)		(19,859	)
Loss available to common shares		(8,816	)		(25,087	)		(20,780	)		(19,900	)
Basic loss available to common shares per share		(0.55	)		(1.32	)		(1.09	)		(1.05	)
Diluted loss available to common shares per share		(0.55	)		(1.32	)		(1.09	)		(1.05	)
For the year ended December 31, 2006 :
Total revenues	$	8,149		$	8,445		$	8,835		$	7,899
Total costs and expenses		5,454			7,571			3,686			15,142
Income (loss) from continuing operations		2,695			874			5,149			(7,243	)
Income (loss) from discontinued operations, net of tax		453			699			323			(372	)
Net income (loss)		3,148			1,573			5,472			(7,615	)
Income (loss) available to common shares		3,107			1,532			5,432			(7,655	)
Basic income (loss) available to common shares per share		0.20			0.10			0.35			(0.49	)
Diluted income (loss) available to common shares per share		0.19			0.09			0.33			(0.49	)

48

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or material future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk

The risks inherent in our market-sensitive instruments are the potential loss arising from adverse changes in oil and natural gas prices, interest rates and foreign currency exchange rates as discussed below. The sensitivity analysis however, neither considers the effects that such adverse changes may have on overall economic activity nor does it consider additional actions we may take to mitigate our exposure to such changes. Actual results may differ.

The following quantitative and qualitative information is provided about financial instruments to which we are a party as of December 31, 2007, and from which we may incur future earnings gains or losses from changes in commodity prices. We do not designate our derivatives as hedges; however, we do not enter into derivative or other financial instruments for trading purposes.

Oil and Natural Gas Prices

We market our oil and natural gas production primarily on a spot market basis. As a result, our earnings could be affected by changes in the prices for these commodities, regulatory matters or demand for the commodities. As market conditions dictate, from time to time we will lock in future oil and natural gas prices using various hedging techniques. We do not use such financial instruments for trading purposes, and we are not a party to any leveraged derivatives. Market risk is estimated as a 10% decrease in the prices of oil and natural gas. Based on our projections for 2008 sales volumes at fixed prices, such a decrease would result in a reduction to oil and natural gas sales revenue of approximately $7.5 million.

Foreign Currency Exchange Rates

The functional currency of our French operations is the Euro. While our oil sales are calculated on a U.S. dollar basis, we are exposed to the risk that the values of our French assets will decrease and that the amounts of our French liabilities will increase. Market risk is estimated as a 10% decrease in the exchange rate for Euros to U.S. dollars. Based on the net assets in our French operations at December 31, 2007, such a decrease would result in an unrealized loss of approximately $6.8 million due to foreign currency exchange rates.

Derivative Financial Instruments

At times we utilize commodity derivative instruments as part of our risk management program. These transactions are generally structured as either swaps or collar contracts. A swap has the effect of an outright sale at a specific price. A collar has the effect of creating a sale only if a floor or ceiling price is exceeded. These instruments (i) reduce the effect of the price fluctuations of the commodities we produce and sell and (ii) support our annual capital budgeting and expenditure plans. When we had our senior credit facilities that required these instruments, these instruments protected the amounts required for servicing outstanding debt and maximized the funds available under these facilities. The trading party that represents the other side of each of these transactions is known as a “counterparty.”

See Note 2 of Notes to Consolidated Financial Statements for a description of our accounting policies followed relative to derivative financial instruments and for specific information regarding the terms of our derivative financial instruments that are sensitive to changes in crude oil and natural gas commodity prices.

Item 8.   Financial Statements and Supplementary Data.

The Report of Independent Registered Public Accounting Firm and Consolidated Financial Statements are set forth beginning on page F-1 of this annual report on Form 10-K and are incorporated herein.

49

The financial statement schedules have been omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or the Notes to the Consolidated Financial Statements.

ITEM 9.   Changes In And Disagreements With Accountants On Accounting And Financial Disclosure.

None.

Item 9A.   Controls and Procedures

Corporate Disclosure Controls

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Senior Vice President — Finance & Chief Accounting Officer of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report. Based on that evaluation, our Chief Executive Officer and Senior Vice President — Finance & Chief Accounting Officer concluded that our disclosure controls and procedures as of December 31, 2007 were not effective as described below.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as that term is defined in Securities Exchange Act of 1934, as amended, Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our control environment is the foundation for our system of internal control over financial reporting and is an integral part of our Code of Ethical Conduct and Business Practices, which sets the tone of our Company. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

In order to evaluate the effectiveness of our internal control over financial reporting as of December 31, 2007, as required by Section 404 of the Sarbanes-Oxley Act of 2002, our management conducted an assessment, including testing, based on the criteria set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Accounting Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting in connection with preparation of the annual report on Form 10-K for the year ended December 31, 2007. As a result of these assessments, one material weakness was identified. A material weakness is a control deficiency,

50

or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

•  Our accounting and financial reporting systems and procedures were not sufficiently designed to ensure consistent and complete application of our accounting policies and to prepare financial statements in accordance with generally accepted accounting principles. This includes not only the sufficiency of our review of sensitive calculations, reconciliations and spreadsheets but also the preparation and processing of financial accounting information.

Based on our assessment, and because of the material weakness described above, management has concluded that our internal control over financial reporting was not effective as of December 31, 2007 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles.

Grant Thornton LLP, the independent registered public accounting firm that audited our consolidated financial statements included in this annual report on Form 10-K for the year ended December 31, 2007, has issued an attestation report on our internal control over financial reporting as of December 31, 2007, which is included in Item 8. “Financial Statements”.

Changes in Internal Controls

In the quarter ended December 31, 2007, we had the following changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting:

•  We hired an international accounting and financial reporting consultant, to review the accounting function both domestically and internationally.

•  We re-assigned an employee as an assistant to our Compliance Manager.

•  We assigned the Payroll Manager the responsibility to clerically check the Form 10-K and Form 10-Q for accuracy.

•  We established a new procedure for the 2007 year end close where each foreign accounting manager came to Dallas to offer assistance with the 2007 audit.

•  We established a new procedure that both the foreign accounting managers and branch managers certify that the financial statements do not contain any material misstatements.

•  We continued the automation of our foreign sub-consolidations. We expect this project to be completed in the second quarter of 2008.

51

ITEM 9B.   Other Information.

None.

PART III

ITEM 10.   Directors, Executive Officers of the Registrant and Corporate Governance.

Information required by this item relating to our (i) directors, nominees for directors and executive officers, (ii) audit committee, (iii) Code of Ethical Conduct and Business Practices, (iv) changes in procedures by which security holders may recommend nominees to our board of directors, and (v) compliance with Section 16(a) of the Securities Exchange Act will be set forth in our Proxy Statement relating to the 2008 Annual Meeting of Stockholders, that will be filed with the Securities and Exchange Commission on or prior to April 29, 2008, and that is incorporated herein by reference.

ITEM 11.   Executive Compensation.

Information required by this item relating to executive compensation will be set forth in our Proxy Statement relating to the 2008 Annual Meeting of Stockholders, that will be filed with the Securities and Exchange Commission on or prior to April 29, 2008, and that is incorporated herein by reference.

ITEM 12.   Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters.

Information required by this item relating to (i) security ownership of certain beneficial owners and management and (ii) securities authorized for issuance under equity compensation plans will be set forth in our Proxy Statement relating to the 2008 Annual Meeting of Stockholders, that will be filed with the Securities and Exchange Commission on or prior to April 29, 2008, and that is incorporated herein by reference.

ITEM 13.   Certain Relationships and Related Transactions, and Director Independence.

Information required by this item relating to (i) certain business relationships and related transactions with management and (ii) other related parties and director independence will be set forth in our Proxy Statement relating to the 2008 Annual Meeting of Stockholders, that will be filed with the Securities and Exchange Commission on or prior to April 29, 2008, and that is incorporated herein by reference.

ITEM 14.   Principal Accountant Fees And Services.

The information relating to (i) fees billed to the Company by the independent public accountants for services in 2007 and 2006 and (ii) audit committee’s pre-approval policies and procedures for audit and non-audit services, will be set in our Proxy Statement relating to the 2008 Annual Meeting of Stockholders, that will be filed with the Securities and Exchange Commission on or prior to April 29, 2008, and that is incorporated herein by reference.

52

PART IV

ITEM 15.   Exhibits and Financial Statement Schedules.

(a) The following documents are filed as part of this report:

1. Index to Consolidated Financial Statements, Reports of Independent Registered Public Accounting Firm, Consolidated Balance Sheets as of December 31, 2007 and 2006, Consolidated Statements of Operations and Comprehensive Income for the three years in the period ended December 31, 2007, Consolidated Statements of Changes in Stockholders’ Equity for each of the three years in the period ended December 31, 2007, Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2007, and Notes to Consolidated Financial Statements.

2. The financial statement schedules have been omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or the Notes to Consolidated Financial Statements.

3. Exhibits:  The exhibits required to be filed by this Item 15 are set forth in the Index to Exhibits accompanying this report.

53

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

TOREADOR RESOURCES CORPORATION

/s/  Nigel J. Lovett

Nigel J. Lovett,

President and Chief Executive Officer

March 17, 2008

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Toreador Resources Corporation hereby constitutes and appoints Nigel J. Lovett and Charles J. Campise, or either of them (with full power to each of them to act alone), his true and lawful attorneys-in-fact and agents, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file any and all amendments (including post-effective amendments) to this Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys, and each of them, full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as full to all intents and purposes as he himself might or could do if personally present, thereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates as indicated therein.

Signature	Capacity in Which Signed	Date
/s/  Nigel J. Lovett Nigel J. Lovett	President, Chief Executive Officer and Director	March 17, 2008
/s/  Alan Bell Alan Bell	Director	March 17, 2008
/s/  David M. Brewer David M. Brewer	Director	March 17, 2008
/s/  Herbert L. Brewer Herbert L. Brewer	Director	March 17, 2008
/s/  Peter L. Falb Peter L. Falb	Director	March 17, 2008
/s/  John Mark Mclaughlin John Mark Mclaughlin	Chairman and Director	March 17, 2008
/s/  Nicholas Rostow Nicholas Rostow	Director	March 17, 2008

54

Signature	Capacity in Which Signed	Date
/s/  H.R. Sanders, Jr. H.R. Sanders, Jr.	Director	March 17, 2008
/s/  Herbert Williamson Herbert Williamson	Director	March 17, 2008
/s/  Charles J. Campise Charles J. Campise	Sr. Vice President-Finance & Accounting and Chief Accounting Officer	March 17, 2008

55

INDEX TO EXHIBITS

Exhibit
Number			Description
	2	.1	Agreement for Purchase and Sale, dated December 17, 2003, by and among Toreador Resources Corporation and Tormin, Inc., as Sellers, and Black Stone Acquisitions Partners I, L.P., as Buyer (previously filed as Exhibit 2.1 to Toreador Resources Corporation Current Report on Form 8-K filed on January 15, 2004, File No. 0-2517, and incorporated herein by reference).
	2	.2	Quota Purchase Agreement between Pogo Overseas Production BV, as Seller, and Toreador Resources Corporation, as Purchaser, dated as of June 7, 2005 (previously filed as Exhibit 2.1 to Toreador Resources Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2005, File No. 0-2517, and incorporated herein by reference).
	2	.3	Agreement for Purchase and Sale among Toreador Resources Corporation, Toreador Exploration & Production Inc. and Toreador Acquisition Corporation, as Sellers, and RTF Realty Inc., as Buyer dated August 2, 2007. (Certain of the exhibits and schedules have been omitted from this filing. An exhibit to the exhibit and schedules is contained in the Agreement for Purchase and Sale and the omitted exhibits and schedules are available to the Securities and Exchange Commission upon request) (previously filed as Exhibit 10.1 to Toreador Resources Corporation Current Report on Form 8-K filed on August 6, 2007, File No. 0-2517, and incorporated herein by reference.
	3	.1	Restated Certificate of Incorporation, of Toreador Resources Corporation (previously filed as Exhibit 3.1 to Toreador Resources Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2005, File No. 0-2517, and incorporated herein by reference).
	3	.2	Fourth Amended and Restated Bylaws of Toreador Resources Corporation (previously filed as Exhibit 3.1 to Toreador Resources Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on November 13, 2007, File No. 0-2517, and incorporated herein by reference).
	4	.1	Settlement Agreement, dated June 25, 1998, among the Gralee Persons, the Dane Falb Persons and Toreador Royalty Corporation (previously filed as Exhibit 4.1 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2004, File No. 0-2517, and incorporated herein by reference).
	4	.2	Warrant, dated July 22, 2004, issued by Toreador Resources Corporation to Nigel Lovett (previously filed as Exhibit 4.14 to Toreador Resources Corporation Registration Statement on Form S-3 filed with the Securities and Exchange Commission on August 20, 2004, File No. 0-2517, and incorporated herein by reference).
	4	.3	Warrant No. 30, issued by Toreador Resources Corporation to Rich Brand amending and replacing Warrant dated July 22, 2004 (previously filed as Exhibit 4.3 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2005, File No. 0-2517, and incorporated herein by reference).
	4	.4*	Registration Rights Agreement, effective November 1, 2002, among Toreador Resources Corporation and persons party thereto.
	4	.5	Registration Rights Agreement, dated October 20, 2003, between Toreador Resources Corporation and William I. Lee and Wilco Properties, Inc. (previously filed as Exhibit 4.9 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, File No. 0-2517, and incorporated herein by reference).
	4	.6	Registration Rights Agreement, dated December 22, 2003, between Toreador Resources Corporation and Wilco Properties Inc (previously filed as Exhibit 4.11 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2003, File No. 0-2517, and incorporated herein by reference).
	4	.7	Registration Rights Agreement dated September 27, 2005 by and between Toreador Resources Corporation and UBS Securities LLC and the other initial purchasers named in the purchase agreement (previously filed as Exhibit 4.18 to the Registration Statement on Form S-3 (333-129628) filed with the Securities and Exchange Commission on November 10, 2005, File No. 0-2517, and incorporated herein by reference).

56

Exhibit
Number			Description
	4	.8	Indenture dated as of September 27, 2005 by and between Toreador Resources Corporation and The Bank of New York Trust Company, N.A. (previously filed as Exhibit 4.19 to the Registration Statement on Form S-3 (333-129628) filed with the Securities and Exchange Commission on November 10, 2005, File No. 0-2517, and incorporated herein by reference).
	4	.9	Registration Rights Agreement dated March 21, 2007 by and among Toreador Resources Corporation and the Buyers listed therein (previously filed as Exhibit 4.1 to Toreador Resources Corporation Current Report on Form 8-K filed on March 22, 2007, File No. 0-2571, and incorporated herein by reference).
	4	.10	Warrant to Purchase Common Stock of Toreador Resources Corporation dated July 11, 2005, by and between Toreador Resources Corporation and Natexis Banques Popularis (previously filed as Exhibit 10.1 to Toreador Resources Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on July 13, 2005, File No. 0-2517, and incorporated herein by reference).
	4	.11*	First Amendment to Registration Rights Agreement dated as of February 15, 2008 by and among Toreador Resources Corporation, Capital Ventures International and Goldman, Sachs & Co.
	5	.1*	Legal Opinion of Gunel & Kaya.
	10	.1+	Toreador Royalty Corporation 1990 Stock Option Plan (previously filed as Exhibit 10.2 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2004, File No. 0-2517, and incorporated herein by reference).
	10	.2+	Amendment to Toreador Royalty Corporation 1990 Stock Option Plan, effective as of May 15, 1997 (previously filed as Exhibit 10.3 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2004, File No. 0-2517, and incorporated herein by reference).
	10	.3+	Toreador Royalty Corporation Amended and Restated 1990 Stock Option Plan, effective as of September 24, 1998 (previously filed as Exhibit 10.4 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2004, File No. 0-2517, and incorporated herein by reference).
	10	.4*+	Amendment Number One to Toreador Resources Corporation Amended and Restated 1990 Stock Option Plan.
	10	.5*+	Amendment Number Two to Toreador Resources Corporation Amended and Restated 1990 Stock Option Plan.
	10	.6+	Toreador Royalty Corporation 1994 Non-Employee Director Stock Option Plan, as amended (previously filed as Exhibit 10.7 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2004, File No. 0-2517, and incorporated herein by reference).
	10	.7*+	Toreador Resources Corporation Amended and Restated 1994 Non-employee Director Stock Option Plan.
	10	.8*+	Toreador Resources Corporation 2002 Stock Option Plan.
	10	.9*+	Amendment Number One to the Toreador Resources Corporation 2002 Stock Option Plan.
	10	.10+	Toreador Resources Corporation 2005 Long-Term Incentive Plan (previously filed as Exhibit 10.1 to Toreador Resources Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2005, File No. 0-2517, and incorporated herein by reference).
	10	.11+	Amendment to Toreador Resources Corporation 2005 Long-Term Incentive Plan (previously filed as Exhibit 10.1 to Toreador Resources Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on May 12, 2006, File No. 0-2517, and incorporated herein by reference).
	10	.12+	Form of Employee Restricted Stock Award (previously filed as Exhibit 10.2 to Toreador Resources Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2005, File No. 0-2517, and incorporated herein by reference).
	10	.13+	Form of 2005 Outside Director Restricted Stock Award (previously filed as Exhibit 10.3 to Toreador Resources Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2005, File No. 0-2517, and incorporated herein by reference).

57

Exhibit
Number			Description
	10	.14+	Form of 2006 Outside Director Restricted Stock Award (previously filed as Exhibit 10.3 to Toreador Resources Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on May 12, 2006, File No. 0-2517, and incorporated herein by reference).
	10	.15+	Summary Sheet: 2006 Executive Officer Annual Base Salaries (previously filed as Exhibit 10.1 to Toreador Resources Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on February 1, 2006, File No. 0-2517, and incorporated herein by reference).
	10	.16+	Summary Sheet: 2006 Short Term Incentive Compensation Plan (previously filed as Exhibit 10.2 to Toreador Resources Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on February 1, 2006, File No. 0-2517, and incorporated herein by reference).
	10	.17+	Summary of Amendment to Restricted Stock Award Agreement of Thomas P. Kellogg, dated April 6, 2006 (previously filed as Exhibit 10.1 to Toreador Resources Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on April 12, 2006, File No. 0-2517, and incorporated herein by reference).
	10	.18+	Summary Sheet: 2005 Director Compensation (previously filed as Exhibit 10.3 to Toreador Resources Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2005, File No. 0-2517, and incorporated herein by reference).
	10	.19+	Summary Sheet: 2006 Non-Employee Director Equity Compensation (previously filed as Exhibit 10.2 to Toreador Resources Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on May 12, 2006, File No. 0-2517, and incorporated herein by reference).
	10	.20+	Summary Sheet: 2007 Director Compensation (previously filed as Exhibit 10.21 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2006, File No. 0-2517, and incorporated herein by reference).
	10	.21+	Michael FitzGerald Employee Restricted Stock Award Agreement dated May 30, 2006 (previously filed as Exhibit 10.1 to Toreador Resources Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on June 5, 2006, File No. 0-2517, and incorporated herein by reference).
	10	.22+	Ed Ramirez Employee Restricted Stock Award Agreement dated May 30, 2006 (previously filed as Exhibit 10.2 to Toreador Resources Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on June 5, 2006, File No. 0-2517, and incorporated herein by reference).
	10	.23+	Michael J. FitzGerald Change in Control Agreement dated November 8, 2006 (previously filed as Exhibit 10.1 to Toreador Resources Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on November 15, 2006, File No. 0-2517, and incorporated herein by reference).
	10	.24+	Herbert C. Williamson III Restricted Stock Award Agreement dated November 8, 2006 (previously filed as Exhibit 10.25 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2006, File No. 0-2517 and incorporated herein by reference).
	10	.25+	Nigel Lovett Restricted Stock Award Agreement dated November 8, 2006 (previously filed as Exhibit 10.26 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2006, File No. 0-2517 and incorporated herein by reference).
	10	.26+	Nicholas Rostow Restricted Stock Award Agreement dated November 8, 2006 (previously filed as Exhibit 10.27 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2006, File No. 0-2517 and incorporated herein by reference).
	10	.27+	Letter Agreement by and between Toreador Resources Corporation and G. Thomas Graves III, dated January 25, 2007 (previously filed as Exhibit 10.1 to Toreador Resources Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on January 26, 2007, File No. 0-2517, and incorporated herein by reference).
	10	.28+	Summary Sheet: 2007 Nigel Lovett’s Annual Base Salary (previously filed as Exhibit 10.2 to Toreador Resources Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on January 26, 2007, File No. 0-2517, and incorporated herein by reference).
	10	.29+	Summary Sheet: 2007 Executive Officer Base Salaries (previously filed as Exhibit 10.1 to Toreador Resources Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2007, File No. 0-2517, and incorporated herein by reference).

58

Exhibit
Number			Description
	10	.30+	G. Thomas Graves III Stock Award Agreement dated January 25, 2007 (previously filed as Exhibit 10.31 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2006, File No. 0-2517, and incorporated herein by reference).
	10	.31+	Summary Sheet: 2007 Short-Term Incentive Compensation Plan (previously filed as Exhibit 10.1 to Toreador Resources Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2007, File No. 0-2517, and incorporated herein by reference).
	10	.32+	Employment Agreement of Nigel Lovett dated March 14, 2007 (previously filed as Exhibit 10.33 to Toreador Resources Corporation Registration Statement on Form S-1 filed with the Securities and Exchange Commission on May 8, 2007, No. 333-142731, and incorporated herein by reference).
	10	.33+	Employment Agreement of Michael FitzGerald dated March 14, 2007 (previously filed as Exhibit 10.34 to Toreador Resources Corporation Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on July 23, 2007, No. 333-142731, and incorporated herein by reference).
	10	.34+	Employment Agreement of Douglas Weir dated March 14, 2007 (previously filed as Exhibit 10.35 to Toreador Resources Corporation Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on July 23, 2007, No. 333-142731, and incorporated herein by reference).
	10	.35+	Employment Agreement of Edward Ramirez dated March 14, 2007 (previously filed as Exhibit 10.36 to Toreador Resources Corporation Registration Statement on Form S-1 filed with the Securities and Exchange Commission on May 8, 2007, No. 333-142731, and incorporated herein by reference).
	10	.36+	Employment Agreement of Charles Campise dated March 14, 2007 (previously filed as Exhibit 10.37 to Toreador Resources Corporation Registration Statement on Form S-1 filed with the Securities and Exchange Commission on May 8, 2007, No. 333-142731, and incorporated herein by reference).
	10	.37+	Edward Ramirez Change in Control Agreement dated November 7, 2006 (previously filed as Exhibit 10.38 to Toreador Resources Corporation Registration Statement on Form S-1 filed with the Securities and Exchange Commission on May 8, 2007, No. 333-142731, and incorporated herein by reference).
	10	.38	Securities Purchase Agreement dated March 21, 2007 by and among Toreador Resources Corporation and the Buyers listed therein (previously filed as Exhibit 10.1 to Toreador Resources Corporation Current Report on Form 8-K filed on March 22, 2007, File No. 0-2157, and incorporated herein by reference).
	10	.39+	Separation and Mutual Release Agreement by and between G. Thomas Graves III and Toreador Resources Corporation dated April 17, 2007 (previously filed as Exhibit 10.1 to Toreador Resources Corporation Current Report on Form 8-K filed on April 20, 2007, File No. 0-2157, and incorporated herein by reference).
	10	.40+	Form of Amendment to Form of 2005 Outside Director Restricted Stock Award (previously filed as Exhibit 10.41 to Toreador Resources Corporation Registration Statement on Form S-1 filed with the Securities and Exchange Commission on May 8, 2007, No. 333-142731, and incorporated herein by reference).
	10	.41+	Increase in Salaries of Michael FitzGerald and Edward Ramirez effective May 1, 2007 (previously filed as Exhibit 10.42 to Toreador Resources Corporation Registration Statement on Form S-1 filed with the Securities and Exchange Commission on May 8, 2007, No. 333-142731, and incorporated herein by reference).
	10	.42+	Form of Indemnification Agreement, dated as of April 25, 1995, between Toreador Royalty Corporation and each of the members of our Board of Directors (previously filed as Exhibit 10.11 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2004, File No. 0-2517, and incorporated herein by reference).
	10	.43*	Contract for the Supply of Crude Oil from the Parisian Basin, effective January 1, 1997, between Elf Antwar France and Midland Madison Petroleum Company (n/k/a Madison Energy France) .
	10	.44	Purchase Agreement dated November 22, 2005 by and among Toreador Resources Corporation, UBS Securities LLC and the other initial Purchasers named in Exhibit A attached thereto (previously filed as Exhibit 10.2 to the Registration Statement on Form S-3 (333-129628) filed with the Securities and Exchange Commission on November 10, 2005, File No. 0-2517, and incorporated herein by reference).

59

Exhibit
Number			Description
	10	.45	Loan and Guarantee Agreement dated December 28, 2006 by and among Toreador Resources Corporation, as Guarantor, Toreador Turkey Ltd. as Borrower and Guarantor, Toreador Romania Ltd, a Borrower and Guarantor, Madison Oil France SAS, as Borrower and Guarantor, Toreador Energy France S.C.S., as Borrower and Guarantor, Toreador International Holding L.L.C., as Guarantor, and International Finance Corporation (previously filed as Exhibit 10.2 to Toreador Resources Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on January 4, 2007, File No. 0-2517, and incorporated herein by reference).
	10	.46	Security Agreement dated February 21, 2007 (signed by Toreador Resources on February 27, 2007) by and between Toreador Resources Corporation, as Assignor, and International Finance Corporation, as Assignee (previously filed as Exhibit 10.43 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2006, File No. 0-2517, and incorporated herein by reference).
	10	.47	Quota Charge Agreement dated February 28, 2007 by and between Toreador Resources Corporation, as Charger, and International Finance Corporation, as Chargee (previously filed as Exhibit 10.44 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2006, File No. 0-2517, and incorporated herein by reference).
	10	.48+	Summary Sheet — 2007 Charles J. Campise Annual Base Salary (previously filed as Exhibit 10.1 to Toreador Resources Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2007, File No. 0-2517, and incorporated herein by reference).
	10	.49+	Form of 2007 Outside Director Restricted Stock Award Agreement (previously filed as Exhibit 10.56 to Toreador Resources Corporation Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on July 23, 2007, No. 333-142731, and incorporated herein by reference).
	10	.50	Amendment No. 1 dated August 9, 2007 to 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 S.C.S., Toreador International Holding Limited Liability Company and Toreador International Finance Corporation (previously filed as Exhibit 10.1 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, File No. 0-2517, and incorporated hereby by reference).
	10	.51	Form of Amendment to Restricted Stock Award Agreement for Employees (November 2007) (previously filed as Exhibit 10.1 to Toreador Resources Corporation Current Report on Form 8-K filed on January 25, 2008, File No. 0-2517, and incorporated herein by reference.
	10	.52	Form of Restricted Stock Award Agreement for Employees (November 2007) (previously filed as Exhibit 10.2 to Toreador Resources Corporation Current Report on Form 8-K filed on January 25, 2008, File No. 0-2517, and incorporated herein by reference.
	10	.53*+	Summary Sheet — 2008 Charles J. Campise Annual Base Salary.
	10	.54*+	Form of Amendment to Restricted Stock Agreement for Outside Directors (January 2008).
	12	.1*	Computation of Ratio of Earnings to Fixed Charges.
	16	.1	Letter on Change in Certifying Accountant from Hein & Associates LLP dated May 25, 2006 (previously filed as Exhibit 16.1 to Toreador Resources Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on May 26, 2006, File No. 0-2517, and incorporated herein by reference).
	21	.1*	Subsidiaries of Toreador Resources Corporation.
	23	.1*	Consent of Grant Thornton LLP
	23	.2*	Consent of LaRoche Petroleum Consultants, Ltd.
	23	.3*	Consent of Gunel & Kaya, contained in Exhibit 5.1.
	24	.1*	Power of Attorney (included as part of the signature page).
	31	.1*	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31	.2*	Certification of Senior Vice President — Finance & Accounting and Chief Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

60

Exhibit
Number			Description
	32	.1*	Certification of Chief Executive Officer and Senior Vice President — Finance & Accounting and Chief Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	99	.1	French Ministry Documentation (previously filed as Exhibit 99.1 to Toreador Resources Corporation Amended Annual Report on Form 10-K/A for the year ended December 31, 2006, File No. 0-2517, and incorporated herein by reference).
	99	.2	Summary of Hungarian Mining Law (previously filed as Exhibit 99.2 to Toreador Resources Corporation Amended Annual Report on Form 10-K/A for the year ended December 31, 2006, File No. 0-2517, and incorporated herein by reference).
	99	.3	Portions of Hungarian Mining Act (previously filed as Exhibit 99.3 to Toreador Resources Corporation Amended Annual Report on Form 10-K/A for the year ended December 31, 2006, File No. 0-2517, and incorporated herein by reference).
	99	.4	Portions of Governmental Decree Implementing the Hungarian Mining Act (previously filed as Exhibit 99.4 to Toreador Resources Corporation Amended Annual Report on Form 10-K/A for the year ended December 31, 2006, File No. 0-2517, and incorporated herein by reference).
	99	.5*	Letter from Hungarian Mining Bureau dated August 13, 2007.

*	Filed herewith
+	Management contract or compensatory plan

61

Item 8.   Financial Statements

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm		F-2
Financial Statements		F-5
Consolidated Balance Sheets as of December 31, 2007 and 2006		F-5
Consolidated Statements of Operations and Comprehensive Income (Loss) for each of the three years in the period ended December 31, 2007		F-6
Consolidated Statements of Changes in Stockholders’ Equity for each of the three years in the period ended December 31, 2007		F-7
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2007		F-8
Notes to Consolidated Financial Statements		F-9

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Toreador Resources Corporation

We have audited Toreador Resources Corporation (a Delaware Corporation) and subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Annual Report on Internal Control Over Financial Reporting.” Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment.

•  The Company’s accounting and financial reporting systems and procedures were not sufficiently designed to ensure consistent and complete application of accounting policies and to prepare financial statements in accordance with generally accepted accounting principles. This includes not only the sufficiency of review of sensitive calculations, reconciliations and spreadsheets but also the preparation and processing of financial accounting information

In our opinion, because of the effect of the material weakness described above on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control — Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Toreador Resources Corporation and subsidiaries as of December 31, 2007 and 2006, and the related statements of operations and comprehensive income (loss), changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2007. The

F-2

material weakness identified above was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2007 financial statements, and this report does not affect our report dated March 17, 2008, which expressed an unqualified opinion on those financial statements.

/s/  GRANT THORNTON LLP

Houston, Texas

March 17, 2008

F-3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Toreador Resources Corporation

We have audited the accompanying consolidated balance sheets of Toreador Resources Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2007 and 2006, and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Toreador Resources Corporation and subsidiaries as of December 31, 2007 and 2006, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2007 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for unrecognized tax benefits as of January 1, 2007, in connection with the adoption of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes: an interpretation of FASB Statement No. 109. Also, as discussed in Note 2 to the consolidated financial statements, effective January 1, 2006, the Company changed its method of accounting for stock-based compensation to conform to Statement of Financial Accounting Standards No. 123R, Share-Based Payment.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 17, 2008 expressed an adverse opinion thereon.

/s/ GRANT THORNTON LLP

Houston, Texas

March 17, 2008

F-4

TOREADOR RESOURCES CORPORATION

CONSOLIDATED BALANCE SHEETS

	December 31,
	2007			2006
	(In thousands, except share and per share data)
ASSETS
Current assets:
Cash and cash equivalents	$	12,721		$	12,664
Restricted cash		—			12,734
Accounts receivable, net of allowance of $120,000 and $0		12,340			9,547
Income taxes receivable		—			1,260
Oil and natural gas properties held for resale		—			9,916
Other		3,912			8,445
Total current assets		28,973			54,566
Oil and natural gas properties, net, using successful efforts method of accounting		271,951			241,099
Investments in unconsolidated entities		—			2,659
Investments		500			—
Restricted cash		10,818			7,770
Goodwill		4,942			4,551
Other assets		5,927			6,559
	$	323,111		$	317,204
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	18,280		$	33,827
Deferred lease payable		183			—
Current portion of long-term debt		—			5,000
Fair value of oil and gas derivatives		192			—
Asset retirement obligations, oil and gas properties held for sale		—			606
Income taxes payable		674			745
Total current liabilities		19,329			40,178
Long-term accrued liabilities		522			394
Deferred lease payable		478			—
Long-term debt, net of current portion		30,000			21,550
Asset retirement obligations		7,339			4,519
Deferred income tax liabilities		15,368			17,162
Convertible subordinated notes		86,250			86,250
Total liabilities		159,286			170,053
Commitments and contingencies
Stockholders’ equity:
Preferred stock, Series A-1, $1.00 par value, 4,000,000 shares authorized; liquidation preference of $1,800; 0 and 72,000 shares issued		—			72
Common stock, $0.15625 par value, 30,000,000 shares authorized; 20,566,470 and 16,655,511 shares issued		3,214			2,602
Additional paid-in capital		163,955			111,708
Retained earnings (Accumulated deficit)		(42,564	)		31,980
Accumulated other comprehensive income		41,754			3,323
Treasury stock at cost, 721,027 shares		(2,534	)		(2,534	)
Total stockholders’ equity		163,825			147,151
	$	323,111		$	317,204

See accompanying notes to the consolidated financial statements

F-5

TOREADOR RESOURCES CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

	Year Ended December 31,
	2007			2006			2005
	(In thousands, except per share data)
Revenue:
Oil and natural gas sales	$	41,691		$	33,328		$	23,411
Operating costs and expenses:
Lease operating expense		12,644			8,741			6,102
Exploration expense		14,742			3,946			2,940
Dry hole and abandonment		21,840			1,706			1,738
Depreciation, depletion and amortization		21,257			6,279			4,295
Impairment of oil and natural gas properties		13,446			—			—
General and administrative		17,313			9,505			6,429
Loss on oil and gas derivative contracts		1,005			—			—
Gain on sale of properties and other assets, net		(3,159	)		(436	)		—
Total operating costs and expenses		99,088			29,741			21,504
Operating income (loss)		(57,397	)		3,587			1,907
Other income (expense):
Equity in earnings of unconsolidated investments		22			401			222
Foreign currency exchange gain (loss)		(26,305	)		(605	)		2,386
Interest and other income		1,829			1,988			1,407
Interest expense		(4,291	)		(891	)		—
Total other income (expense)		(28,745	)		893			4,015
Income (loss) from continuing operations before income taxes		(86,142	)		4,480			5,922
Income tax benefit (provision)		4,676			(3,005	)		1,911
Income from continuing operations		(81,466	)		1,475			7,833
Income from discontinued operations, net of tax		7,045			1,103			2,762
Net income (loss)		(74,421	)		2,578			10,595
Preferred dividends		(162	)		(162	)		(684	)
Income (loss) available to common shares	$	(74,583	)	$	2,416		$	9,911
Basic income (loss) available to common shares per share from:
Continuing operations	$	(4.45	)	$	0.09		$	0.50
Discontinued operations		0.38			0.07			0.19
	$	(4.07	)	$	0.16		$	0.69
Diluted income (loss) available to common shares per share from:
Continuing operations	$	(4.45	)	$	0.08		$	0.47
Discontinued operations		0.38			0.07			0.18
	$	(4.07	)	$	0.15		$	0.65
Weighted average shares outstanding:
Basic		18,358			15,527			14,213
Diluted		18,358			15,884			15,140
Statement of Comprehensive Income (Loss)
Net income (loss)	$	(74,421	)	$	2,578		$	10,595
Foreign currency translation adjustments		38,431			6,687			(8,080	)
Comprehensive income (loss)	$	35,990		$	9,265		$	2,515

See accompanying notes to the consolidated financial statements

F-6

TOREADOR RESOURCES CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

														Retained			Accumulated
	Preferred			Preferred			Common		Common		Additional			Earnings			Other			Treasury						Total
	Stock			Stock			Stock		Stock		Paid-in			(Accumulated			Comprehensive			Stock			Deferred			Stockholders’
	(Shares)			($)			(Shares)		($)		Capital			deficit)			Income (loss)			($)			Compensation			Equity
	(In thousands)
Balance at December 31, 2004		154		$	154			11,724	$	1,832	$	37,524		$	19,653		$	4,716		$	(2,534	)	$	—		$	61,345
Cash payment of preferred dividends		—			—			—		—		—			(186	)		—			—			—			(186	)
Conversion of preferred stock		(82	)		(82	)		512		80		2			—			—			—			—			—
Conversion of notes payable		—			—			915		143		6,270			—			—			—			—			6,413
Conversion of convertible debenture		—			—			100		16		659			—			—			—			—			675
Issuance of common stock, net of issuance costs		—			—			2,244		350		55,568			—			—			—			—			55,918
Exercise of stock options		—			—			493		77		2,475			—			—			—			—			2,552
Issuance of warrants		—			—			—		—		60			—			—			—			—			60
Tax benefit of stock option exercises		—			—			—		—		2,557			—			—			—			—			2,557
Exercise of warrants		—			—			20		3		107			—			—			—			—			110
Common shares issued in payment of preferred dividends		—			—			20		3		495			(498	)		—			—			—			—
Issuance of restricted stock, net of forfeitures		—			—			115		18		2,284			—			—			—			(2,302	)		—
Amortization of deferred stock compensation		—			—			—		—		—			—			—			—			400			400
Net income		—			—			—		—		—			10,595			—			—			—			10,595
Foreign currency translation adjustment		—			—			—		—		—			—			(8,080	)		—			—			(8,080	)
Balance at December 31, 2005		72			72			16,143		2,522		108,001			29,564			(3,364	)		(2,534	)		(1,902	)		132,359
Transfer deferred compensation to additional paid-in capital		—			—			—		—		(1,902	)		—			—			—			1,902			—
Cash payment of preferred dividends		—			—			—		—					(162	)		—			—			—			(162	)
Conversion of convertible debenture		—			—			120		19		791			—			—			—			—			810
Exercise of stock options		—			—			175		27		839			—			—			—			—			866
Issuance of restricted stock		—			—			214		33		(33	)		—			—			—			—			—
Exercise of warrants		—			—			4		1		33			—			—			—			—			34
Issuance of warrants		—			—			—		—		883			—			—			—			—			883
Tax benefit of stock option exercises		—			—			—		—		293			—			—			—			—			293
Stock option expense		—			—			—		—		66			—			—			—			—			66
Amortization of deferred stock compensation		—			—			—		—		2,737			—			—			—			—			2,737
Net income		—			—			—		—					2,578			—			—			—			2,578
Foreign currency translation adjustments		—			—			—		—		—			—			6,687			—			—			6,687
Balance at December 31, 2006		72			72			16,656		2,602		111,708			31,980			3,323			(2,534	)		—			147,151
Cash payment of preferred dividends		—			—			—		—		—			(162	)		—			—			—			(162	)
Exercise of stock options		—			—			321		50		1,574			—			—			—			—			1,624
Issuance of restricted stock		—			—			103		16		(16	)		—			—			—			—			—
Issuance of common stock		—			—			3,037		476		49,937			—			—			—			—			50,413
Stock option expense		—			—			—		—		49			—			—			—			—			49
Amortization of deferred stock compensation		—			—			—		—		3,982			—			—			—			—			3,982
Adoption of FIN 48		—			—			—		—		—			(45	)		—			—			—			(45	)
Conversion of preferred stock to common stock		(72	)		(72	)		450		70		2			—			—			—			—			—
Net loss		—			—			—				—			(74,421	)		—			—			—			(74,421	)
Foreign currency translation adjustments		—			—			—		—		—			—			38,431			—			—			38,431
Tax effect of restricted stock		—			—			—		—		(316	)		—			—			—			—			(316	)
Payment of equity issuance costs		—			—			—		—		(2,965	)		—			—			—			—			(2,965	)
Other		—			—			—		—		—			84			—			—			—			84
Balance at December 31, 2007		—			—			20,567	$	3,214	$	163,955		$	(42,564	)	$	41,754		$	(2,534	)		—		$	163,825

See accompanying notes to the consolidated financial statements

F-7

TOREADOR RESOURCES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31
	2007			2006			2005
	(In thousands)
Cash flows from operating activities:
Net Income (loss)	$	(74,421	)	$	2,578		$	10,595
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation and amortization		21,868			7,544			5,245
Amortization of deferred debt issuance cost		612			—			—
Issuance of warrants to non-employee		—			107			—
Impairment of oil and natural gas properties		13,446			345			110
Dry hole and abandonment costs		21,840			3,099			1,738
Deferred income taxes		(3,425	)		2,642			93
Unrealized loss on commodity derivatives		192			—			—
Loss (Gain) on sale of properties and equipment		343			(638	)		(12	)
Gain on the sale of discontinued operations		(9,244	)		—			—
Equity in earnings of unconsolidated investments		(22	)		(401	)		(222	)
Stock-based compensation		4,031			2,803			400
Gain on sale of unconsolidated investments		(3,502	)		—			—
Change in operating assets and liabilities, net of acquisitions
Increase in accounts receivable		(2,455	)		(1,027	)		(4,304	)
Increase (decrease) in income taxes receivable		715			(655	)		(4,453	)
Increase (decrease) in other current assets		4,880			(4,596	)		(9,740	)
Increase (decrease) in accounts payable and accrued liabilities		(1,862	)		(1,322	)		1,097
Increase in lease payable		661			—			—
Increase in other assets		118			—			—
Increase (decrease) in income taxes payable		439			3,625			(685	)
Net cash provided by (used in) operating activities		(25,786	)		14,104			(138	)
Cash flows from investing activities:
Expenditures for property and equipment		(90,644	)		(105,165	)		(50,163	)
Restricted cash		10,636			(20,504	)		—
Net cash for acquisitions		—			—			(8,751	)
Proceeds from the sale of properties and equipment		21,002			1,672			29
Distributions from unconsolidated entities		60			250			191
Sale (purchase) of short-term investments		(500	)		40,000			(40,000	)
Sale of investments in unconsolidated entities		6,123			(257	)		(754	)
Net cash used in investing activities		(53,323	)		(84,004	)		(99,448	)
Cash flows from financing activities:
Repayment of revolving credit facilities		—			(5,000	)		(4,848	)
Net borrowings under revolving credit arrangements		3,450			26,550			9,811
Exercise of stock options		1,624			866			2,552
Proceeds from the exercise of warrants		—			34			170
Proceeds from issuance of common stock, net of issuance cost of $2,965		47,448			—			55,918
Tax benefit related to stock options		—			293			—
Proceeds from issuance of notes payable		—			—			86,250
Payment of preferred dividends		(162	)		(162	)		(186	)
Net cash provided by financing activities		52,360			22,581			149,667
Net increase (decrease) in cash and cash equivalents		(26,749	)		(47,319	)		50,081
Effects of foreign currency translation on cash and cash equivalents		26,806			6,870			(1,945	)
Cash and cash equivalents, beginning of year		12,664			53,113			4,977
Cash and cash equivalents, end of year	$	12,721		$	12,664		$	53,113
Supplemental disclosures:
Cash paid during the period for interest, net of interest capitalized	$	2,927		$	—		$	—
Cash paid during the period for income taxes	$	2,761		$	2,414		$	2,690
Non-cash investing and financing activities
Conversion of preferred stock to common stock		72			—			82
Conversion of notes payable to common stock		—			—			6,413
Conversion of convertible debentures to common stock		—			810			675
Common shares issued for preferred dividends		—			—			498

See accompanying notes to the consolidated financial statements

F-8

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — DESCRIPTION OF BUSINESS

Toreador Resources Corporation (“Toreador”) is an independent energy company engaged in foreign (France, Turkey, Romania and Hungary) oil and natural gas exploration, development, production, leasing and acquisition activities. The accompanying consolidated financial statements are presented in U.S. dollars and in accordance with accounting principles generally accepted in the United States.

BASIS OF PRESENTATION

Toreador consolidates all of its majority-owned subsidiaries (collectively, “we,” “us,” “our,” or the “Company”). All intercompany accounts and transactions are eliminated in consolidation. We account for our investments in entities in which we hold less than a majority interest under the equity method.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The preparation of the consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

The Company’s estimates of crude oil and natural gas reserves are the most significant estimates used. All of the reserve data in the Form 10-K for the year ended December 31, 2007 are estimates. Reservoir engineering is a subjective process of estimating underground accumulations of crude oil and natural gas. There are numerous uncertainties inherent in estimating quantities of proved crude oil and natural gas reserves. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. As a result, reserve estimates may be different from the quantities of crude oil and natural gas that are ultimately recovered.

Other items subject to estimates and assumptions include the carrying amounts of oil and natural gas properties, goodwill, asset retirement obligations and deferred income tax assets. Actual results could differ significantly from those estimates.

CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

Cash and cash equivalents include cash on hand, amounts due from banks and all highly liquid investments with original maturities of three months or less. We maintain our cash in bank deposit accounts, substantially all of which exceeds federally insured limits. We have not experienced any losses in such accounts.

As of December 31, 2007 and 2006 we had $10.7 million and $11.2 million, respectively, on deposit in foreign banks.

RESTRICTED CASH

Restricted cash consists of an $8.7 million deposit used to secure a bank “Letter of Guarantee” that was issued as required under the mediation proceedings with Micoperi, Srl. and $2.1 million for a letter of credit to secure additional permits in Hungary. The total amount of $10.7 million is on deposit in foreign banks.

CONCENTRATION OF CREDIT RISK AND ACCOUNTS RECEIVABLE

Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash, accounts receivable, and our hedging and derivative financial instruments. We place our cash with high credit quality financial institutions. We sell oil and natural gas to multiple customers. At December 31, 2007 an allowance

F-9

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

for doubtful accounts of $120,000 was established for accounts receivable in Romania. An allowance for doubtful accounts did not exist at December 31, 2006. Substantially all of our accounts receivable are due from purchasers of oil and natural gas. We place our hedging and derivative financial instruments with financial institutions and other firms that we believe have high credit ratings. For a discussion of the credit risks associated with our hedging activities, please see “Derivative Financial Instruments” below.

We periodically review the collectability of accounts receivable and record a valuation allowance for those accounts which are, in our judgment, unlikely to be collected. We have not had any significant credit losses in the past and we believe our accounts receivable, net of allowance for doubtful accounts, are fully collectable.

FINANCIAL INSTRUMENTS

The carrying amounts of financial instruments including cash and cash equivalents, short-term investments, accounts receivable, accounts payable, derivative financial instruments and accrued liabilities approximate fair value, at December 31, 2007 and 2006, due to the short-term nature or maturity of the instruments.

Long-term debt approximated fair value based on the quoted market prices for the same or similar issues or on the current rates offered to the Company for debt of the same maturities.

On December 31, 2007 the convertible subordinate notes which had a book value of $86.25 million, were trading at $810.00, which would equal a fair market value of approximately $70 million.

DERIVATIVE FINANCIAL INSTRUMENTS

We periodically utilize derivatives instruments such as futures and swaps for purposes of hedging our exposure to fluctuations in the price of crude oil and natural gas sales. We entered into futures and swap contracts with FC Stone, counter party for approximately 15,000 Bbls per month for the months of June 2007 through December 2008. When actual commodity prices exceeded the fixed price provided by these contracts, we paid this excess to FC Stone, and when actual commodity prices were below the contractually provided fixed price, we received this difference from FC Stone. We subsequently sold all of these contracts as of September 30, 2007 which resulted in a realized net loss of $813,000.

As of December 31, 2007 we had the following open commodity derivative contract with Total Oil Trading SA:

Type	Period	Barrels		Floor		Ceiling
Collar	January 1 — March 31, 2008		48,000	$	84.75	$	92.75

As of December 31, 2007, we recorded a net unrealized loss of $192,000 on the above open derivative contract. For the year ended December 31, 2007 we recognized a total derivative fair value loss of $1 million. We were not a party to any commodity contracts in the comparable period of 2006 or 2005

In 2006, we purchased and sold 6 foreign currency forward contracts for New Turkish Lira, two foreign currency forward contracts for Euros and two call options to purchase Euros. The contracts were purchased primarily to protect our exposure to foreign exchange changes in France and Turkey. When these contracts were settled we recognized a loss of approximately $464,000 that was recorded to foreign currency exchange gain (loss) on the Statement of Operations.

We are exposed to credit losses on derivative financial instruments in the event of nonperformance by the counterparties to our financial instruments. We anticipate, however, that such counterparties will be able to fully satisfy their obligations under the contracts. We do not obtain collateral or other security to support financial instruments subject to credit risk but we monitor the credit standing of the counterparties. At December 31, 2007 and 2006, we had no receivables from counterparties.

F-10

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We have elected not to designate the derivative financial instruments to which we are a party as hedges, and accordingly, we record such contracts at fair value and recognize changes in such fair value in current earnings as they occur.

INVENTORIES

At December 31, 2007 and 2006, other current assets included $2.5 million and $1.2 million of inventory, respectively. Those amounts consist of tubular goods and crude oil held in storage tanks. Inventories are stated at the lower of actual cost or market based on the average cost method.

ADVANCES PAID TO VENDORS

At December 31, 2007 and 2006, other current assets included zero and $3.8 million, respectively, of payments made to vendors in advance of performing the services or receiving the equipment.

OIL AND NATURAL GAS PROPERTIES

We follow the successful efforts method of accounting for oil and natural gas exploration and development expenditures. Under this method, costs of successful exploratory wells and all development wells are capitalized. Costs to drill exploratory wells that do not find proved reserves are expensed. Significant costs associated with the acquisition of oil and natural gas properties are capitalized. Upon sale or abandonment of units of property or the disposition of miscellaneous equipment, the cost is removed from the asset account, net of the accumulated depreciation or depletion, and the gain or loss is credited to or charged against operations.

Maintenance and repairs are charged to expense; betterments of property are capitalized and depreciated as described above.

We capitalize interest on major projects that require an extended period of time to complete. Interest capitalized in 2007, 2006 and 2005 was $3.7 million, $4.3 million, and $1.4 million, respectively.

We record furniture, fixtures and equipment at cost.

DEPRECIATION, DEPLETION AND AMORTIZATION

We provide depreciation, depletion and amortization of our investment in producing oil and natural gas properties on the units-of-production method, based upon independent reserve engineers’ estimates of recoverable oil and natural gas reserves from the property. Depreciation expense for furniture, fixtures and equipment is generally calculated on a straight-line basis based upon estimated useful lives of three to seven years.

IMPAIRMENT OF ASSETS

We evaluate producing property costs for impairment and reduce such costs to fair value if the sum of expected undiscounted future cash flows is less than net book value pursuant to Statement of Financial Accounting Standard No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“Statement 144”). We assess impairment of non-producing leasehold costs and undeveloped mineral and royalty interests periodically on a field-by-field basis. We charge any impairment in value to expense in the period incurred. In 2007 we incurred impairment losses of $13.4 million on our Romanian oil and natural gas producing properties.

ASSET RETIREMENT OBLIGATIONS

We account for our asset retirement obligations in accordance with Statement No. 143, “Accounting for Asset Retirement Obligations” (“Statement 143”), which requires us to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. When the liability is initially recorded, the entity capitalizes a cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is

F-11

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, we either settle the obligation for its recorded amount or incur a gain or loss upon settlement.

The following table summarizes the changes in our asset retirement liability during the years ended December 31, 2007 and 2006:

	2007		2006
	(In thousands)
Asset retirement obligation January 1	$	4,519	$	3,078
Asset retirement accretion expense		462		225
Foreign currency exchange (gain) loss		394		334
Change in estimates		1,964		37
Property additions		—		845
Asset retirement obligation at December 31	$	7,339	$	4,519

GOODWILL

We account for goodwill in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“Statement 142”). Under Statement 142, goodwill and indefinite-lived intangible assets are not amortized but are reviewed annually (or more frequently if impairment indicators arise) for impairment. Separable intangible assets that are not deemed to have an indefinite life are amortized over their useful lives. At December 31, 2007 and 2006, we did not have any intangible assets that did not have an indefinite life.

We review annually the value of goodwill recorded or more frequently if impairment indicators arise. We recognized no goodwill impairment during 2007, 2006 or 2005. Goodwill was reduced by $1.6 million in 2005 for a corresponding reduction in deferred tax liabilities which resulted from the recognition of prior Madison Oil Company net operating losses that were reserved at the date of acquisition. Goodwill was also adjusted $391,000 in 2007 and $356,000 in 2006 for the foreign currency translation adjustment. The balance of goodwill at December 31, 2007 and 2006 is approximately $4.9 million and $4.6 million, respectively.

REVENUE RECOGNITION

Our French crude oil production accounts for the majority of our sales. We sell our French crude oil to Elf Antar France S.A. (“ELF”), and recognize the related revenues when the production is delivered to ELF’s refinery, typically via truck. At the time of delivery to the plant, title to the crude oil transfers to ELF. The terms of the contract with ELF state that the price received for oil sold will be the arithmetic mean of all average daily quotations of Dated Brent published in Platt’s Oil Market Wire for the month of production less a specified differential per barrel. The pricing of oil sales is done on the first day of the month following the month of production. In accordance with the terms of the contract, payment is made within six working days of the date of issue of the invoice. The contract with ELF is automatically extended for a period of one year unless either party cancels it in writing no later than six months prior to the beginning of the next year. We periodically review ELF’s payment timing to ensure that receivables from ELF for crude oil sales are collectible. In 2007, 2006 and 2005 sales to ELF represents approximately 62%, 67% and 66%, respectively, of the Company’s total revenue and approximately 21% and 20% of the Company’s accounts receivable at December 31, 2007 and 2006, respectively. No collateral is required against the current outstanding accounts receivable balance from ELF.

We recognize revenue for our remaining production when the quantities are delivered to or collected by the respective purchaser. Title to the produced quantities transfers to the purchaser at the time the purchaser collects or receives the quantities. Prices for such production are defined in sales contracts and are readily determinable based

F-12

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

on certain publicly available indices. The purchasers of such production have historically made payment for crude oil and natural gas purchases within thirty and sixty days of the end of each production month, respectively. We periodically review the difference between the dates of production and the dates we collect payment for such production to ensure that receivables from those purchasers are collectible. Taxes associated with production are classified as lease operating expense.

STOCK-BASED COMPENSATION

In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 123 (revised 2004), “Share Based Payment,” (SFAS 123R). SFAS 123R establishes the accounting for transactions in which an entity pays for employee services in share-based payment transactions. SFAS 123R requires companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The fair value of employee share options and similar instruments is estimated using option-pricing models adjusted for the unique characteristics of those instruments. That cost is recognized over the period during which an employee is required to provide service in exchange for the award. The Company adopted SFAS 123R effective January 1, 2006, using the modified-prospective transition method. Under this method, compensation cost is recognized for awards granted and for awards modified, repurchased or cancelled in the period after adoption. Compensation cost is also recognized for the unvested portion of awards granted prior to adoption. Prior year financial statements are not restated. The Company’s results for the year ended December 31, 2006, include an additional compensation expense of $65,916, that is included in general and administrative expenses relating to the adoption of SFAS 123R. Additionally, upon adoption of SFAS 123R, excess tax benefits related to stock option exercises of $293,000 were presented as a cash inflow from financing activities.

Prior to adoption of SFAS 123 R, the Company accounted for stock based compensation plans under APB Opinion No. 25 “Accounting for Stock Issued to Employees.” Compensation cost related to stock options issued to employees was recorded only if the grant-date market price of the underlying stock exceeded the exercise price. The following table illustrates the effect on income available to common shares and earnings available to common shares per share if a fair value based method had been applied to all awards.

	For the Year Ended
	December 31, 2005
	(In thousands, except
	per share data)
Income available to common shares, as reported	$	9,911
Basic earnings available to common shares per share reported		0.69
Diluted earnings available to common shares per share reported		0.65
Pro-forma stock-based compensation costs under the fair value method, net of related tax		82
Pro-forma income available to common shares, as under the fair-value method		9,829
Pro-forma basic earnings available to common shares per share under the fair value method		0.69
Pro-forma diluted earnings available to common shares per share under the fair value method		0.65

F-13

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:

	For the Year Ended
	December 31, 2005
Dividend yield per share		—
Volatility		70.9	%
Risk-free interest rate		4.0	%
Expected lives		5 years

FOREIGN CURRENCY TRANSLATION

The functional currency of the countries in which we operate is the U.S. dollar in the United States, Turkey, Romania and Hungary and the Euro in France. Gains and losses resulting from the translations of Euros into U.S. dollars are included in other comprehensive income for the current period. Gains and losses resulting from the transactions in the New Turkish Lira in Turkey, the Lei in Romania and the Forint in Hungary are included in income available to common shares for the current period. We periodically review the operations of our entities to ensure the functional currency of each entity is the currency of the primary economic environment in which we operate.

In October 2007, we made a change in accounting method regarding intercompany account receivables due from our subsidiaries in Turkey, Romania and Hungary. Pursuant to a Board of Directors resolution, we expect to be repaid the intercompany account receivable from our subsidiaries in Turkey, Romania and Hungary in the foreseeable future. Due to this resolution, subsequent to October 1, 2007, the change in the intercompany account receivable balance will be reflected in current earnings, as a foreign exchange gain or loss rather than accumulated other comprehensive income. The impact of this change results in a foreign exchange gain of $5.9 million for the year ended December 31, 2007, which is included in the consolidated statements of operations.

INCOME TAXES

We are subject to income taxes in the United States, France, Turkey, Hungary and Romania. The current provision for taxes on income consists primarily of income taxes based on the tax laws and rates of the countries in which operations were conducted during the periods presented. All interest and penalties related to income tax is charged to general and administrative expense. We compute our provision for deferred income taxes using the liability method. Under the liability method, deferred income tax assets and liabilities are determined based on differences between financial reporting and income tax basis of assets and liabilities and are measured using the enacted tax rates and laws. The measurement of deferred tax assets is adjusted by a valuation allowance, if necessary, to reduce the future tax benefits to the amount, based on available evidence it is more likely than not deferred tax assets will be realized. We made a commitment to be fully reinvested in our international subsidiaries.

Effective January 1, 2007, we adopted the provisions of FASB Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes — An Interpretation of FASB Statement No. 109. FIN No. 48 clarifies financial statement recognition and disclosure requirements for uncertain tax positions taken or expected to be taken in a tax return. Financial statement recognition of the tax position is dependent on an assessment of a 50% or greater likelihood that the tax position will be sustained upon examination, based on the technical merits of the position. Any interest and penalties related to uncertain tax positions are recorded as interest expense and general and administrative expense, respectively. The adoption of FIN No. 48 did not have a significant effect on our reported financial position or earnings. See Note 9.

LEGAL FEES

We do not accrue for estimated legal fees or other related costs when accruing for loss contingencies, rather they are expensed as incurred.

F-14

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

DEFERRED DEBT ISSUE COST

Deferred debt issue costs are amortized on a straight line basis, which approximates the effective interest method over the term of the loan as a component of interest expense. Deferred debt issue costs totaled approximately of $4,652,000 and $5,117,000 net of accumulated amortization of $552,000 and $361,000 as of December 31, 2007 and 2006, respectively.

NEW ACCOUNTING PRONOUNCEMENTS

In September 2006, Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements, was issued. SFAS No. 157 provides guidance for using fair value to measure assets and liabilities. It applies whenever other standards require or permit assets or liabilities to be measured at fair value but it does not expand the use of fair value in any new circumstances. In November 2007, the effective date was deferred for all non-financial assets and liabilities, except those that are recognized or disclosed at fair value on a recurring basis. The provisions of SFAS No. 157 that were not deferred are effective for financial statements issued for fiscal years beginning after November 15, 2007. The adoption of SFAS No. 157, effective January 1, 2008, did not have a significant effect on our reported financial position or earnings.

In February 2007, the FASB issued Statement 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement 115”. The statement permits entities to choose to measure certain financial instruments and other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. Unrealized gains and losses on any items for which we elect the fair value measurement option would be reported in earnings. Statement 159 is effective for fiscal years beginning after November 15, 2007. We are currently assessing the effect, if any, the adoption of Statement 159 will have on our financial statements and related disclosures.

In December 2007, SFAS No. 141R, Business Combinations, was issued. Under SFAS No. 141R, a company is required to recognize the assets acquired, liabilities assumed, contractual contingencies, and any contingent consideration measured at their fair value at the acquisition date. It further requires that research and development assets acquired in a business combination that have no alternative future use to be measured at their acquisition-date fair value and then immediately charged to expense, and that acquisition-related costs are to be recognized separately from the acquisition and expensed as incurred. Among other changes, this statement also requires that “negative goodwill” be recognized in earnings as a gain attributable to the acquisition, and any deferred tax benefits resultant in a business combination are recognized in income from continuing operations in the period of the combination. SFAS No. 141R is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning after December 15, 2008. The effect of adopting SFAS No. 141R has not been determined, but it is not expected to have a significant effect on our reported financial position or earnings

In December 2007, SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51, was issued. SFAS No. 160 amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary, which is sometimes referred to as minority interest, is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Among other requirements, this statement requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated income statement, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. SFAS No. 160 is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2008. The effect of adopting SFAS No. 160 is not expected to have an effect on our reported financial position or earnings.

F-15

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 3 — EARNINGS PER SHARE

In accordance with the provisions of FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share” (“Statement 128”), basic earnings per share are computed on the basis of the weighted-average number of common shares outstanding during the periods. Diluted earnings per share are computed based upon the weighted-average number of common shares plus the assumed issuance of common shares for all potentially dilutive securities.

	Year Ended December 31,
	2007			2006			2005
	(In thousands, except per share data)
Basic earnings per share:
Numerator
Income (loss) from continuing operations, net of income tax	$	(81,466	)	$	1,475		$	7,833
Less: dividends on preferred shares		162			162			684
Income (loss) from continuing operations, net of tax		(81,628	)		1,313			7,149
Income from discontinued operations, net of tax		7,045			1,103			2,762
Income available to common shares	$	(74,583	)	$	2,416		$	9,911
Denominator
Common shares outstanding		18,358			15,527			14,213
Basic earnings available to common shares per share from:
Continuing operations before cumulative effect of change in accounting principle	$	(4.45	)	$	0.09		$	0.50
Discontinued operations		0.38			0.07			0.19
Basic income per share	$	(4.07	)	$	0.16		$	0.69
Diluted earnings per share:
Numerator
Income (loss) from continuing operations, net of income tax	$	(81,466	)	$	1,475		$	7,833
Less: dividends on preferred shares		162			162			684
Add: interest on convertible debentures		—			—			73
Income (loss) from continuing operations, net of tax		(81,628	)		1,313			7,222
Income (loss) from discontinued operations, net of tax		7,045			1,103			2,762
	$	(74,583	)	$	2,416		$	9,984
Denominator
Common shares outstanding		18,358			15,527			14,213
Stock options, restricted stock and warrants		—			357			746
Conversion of preferred shares		—	(1)		—	(1)		—	(1)
Conversion of 7.85% notes payable(3)		—			—			—	(1)
Conversion of 5.0% notes payable(2)		—	(1)		—	(1)		—	(1)
Conversion of debentures		—	(1)		—	(1)		181
Diluted shares outstanding		18,358			15,884			15,140
Diluted earnings available to common shares per share from:
Income (loss) before cumulative effect of change in accounting principle, net of tax	$	(4.45	)	$	0.08		$	0.47
Discontinued operations		0.38			0.07			0.18
Diluted income per share	$	(4.07	)	$	0.15		$	0.65
Anti-dilutive securities not included above are as follows:
Stock options, restricted stock and warrants		148			—			—
Preferred shares		450			450			524
7.85% notes payable(3)		—			—			43
Debentures		—			26			—
5% notes payable(2)		2,015			2,015			552

(1) Conversion of these securities would be antidilutive; therefore, there are no dilutive shares.

F-16

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(2)	5% Senior Convertible Notes were issued on September 27, 2005.
(3)	7.85% Notes Payable were issued in July 2004 and subsequently exchanged in January 2005

NOTE 4 — ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following:

	December 31,
	2007		2006
	(In thousands)
Oil and natural gas sales receivables, net of allowance of $120,000 and $0	$	3,154	$	4,209
Trade receivables		2,182		3,394
Joint interest billing		2,163		—
Recoverable VAT		4,221		—
Other accounts receivable		620		1,944
	$	12,340	$	9,547

Accrued oil and natural gas sales receivables are due from either purchasers of oil and gas or operators in oil and natural gas wells for which the Company owns an interest. Oil and natural gas sales are generally unsecured and such amounts are generally due within 30 days after the month of sale.

Trade receivables are the amounts due from our joint interest partners and amounts due from contractors where we have paid for supplies on their behalf. These receivables are generally due within 15 days after receipt of monthly joint interest billing or they are offset against invoices from contractors when billed.

Other receivables at December 31, 2007 and 2006 consist of accrued interest receivable on time deposits, value added tax refunds and travel advances to employees.

NOTE 5 — OIL AND NATURAL GAS PROPERTIES

Oil and natural gas properties consist of the following:

	December 31,
	2007			2006
	(In thousands)
Licenses and concessions	$	3,591		$	3,895
Non-producing leaseholds		184,067			149,168
Producing leaseholds and intangible drilling costs		154,437			121,794
Furniture, fixtures and office equipment		3,370			3,183
		345,465			278,044
Accumulated depreciation, depletion and amortization		(73,514	)		(36,945	)
Total oil and natural gas properties	$	271,951		$	241,099

The Company capitalizes exploratory well costs until a determination is made that the well has found proved reserves or is deemed noncommercial, in the latter case the well costs are immediately charged to exploration expense.

F-17

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table reflects the Company’s capitalized exploratory well activity and does not include amounts that were capitalized and subsequently expensed in the same period:

	December 31
	2007			2006
	(In thousands)
Capitalized exploratory well cost, beginning of the year	$	5,256		$	1,042
Additions to capitalized exploratory well costs pending determination of proved reserves		—			4,400
Reclassified to dry hole costs		(5,256	)		—
Reclassified to oil and natural gas properties based on determination of proved reserves		—			(186	)
Capitalized exploratory well costs, end of year	$	—		$	5,256

The following table provides an aging of capitalized exploratory well costs (suspended well costs), as of December 31 of each year, based on the date the drilling was completed:

	December 31
	2007		2006
	(In thousands)
Capitalized exploratory well cost that have been capitalized for a period of one year or less	$	—	$	4,400
Capitalized exploratory well cost that have been capitalized for a period greater than one year		—		856
Balance at the end of the year	$	—	$	5,256

NOTE 6 — INVESTMENTS IN UNCONSOLIDATED ENTITIES

In February 2004, we acquired 45% of ePsolutions. Based in Austin, Texas, ePsolutions is a software and energy services company in the electric industry and deregulated energy markets. ePsolutions is the developer of emPower system, a CIS, EDI and billing solution for energy companies within deregulated energy markets. At December 31, 2007 and 2006 our investment in ePsolutions amounted to zero and $1.5 million, respectively. For the years ended December 31, 2007 and 2006 we advanced zero and $257,000, respectively, and we recorded equity in ePsolutions of $41,000 in 2007, a loss of $70,000 in 2006 and a loss of $238,000 in 2005. In April 2007, we sold our interest in ePsolutions to ePsolutions for $3.9 million and recorded a gain on the sale of $2.3 million.

In July 2000, we acquired 35% of EnergyNet.com, Inc. (“EnergyNet”), an Internet based oil and natural gas property auction company. At December 31, 2007 and 2006, our investment in EnergyNet amounted to zero and $997,000, respectively. We recorded equity in the loss of EnergyNet of $45,000 in 2007, earnings of $340,000 in 2006 and earnings of $409,000 in 2005. We received a dividend from EnergyNet of zero in 2007, $175,000 in 2006 and $131,250 in 2005. In April 2007, we sold our interest in EnergyNet.com to EnergyNet.com for $2 million and recorded a gain on the sale of $1.1 million.

In April 2000, we acquired a 50% interest in Capstone Royalty, LLC (“Capstone”), a joint venture formed to acquire mineral interests at county auctions in west Texas and develop those interests. Our investment in Capstone amounted to zero and $160,000 at December 31, 2007 and 2006, respectively. We recorded equity in the earnings of Capstone amounting to $26,000 in 2007, $131,000 in 2006 and $51,000 in 2005. We received a distribution from Capstone of $60,000 in 2007, $75,000 in 2006 and $60,000 in 2005. In April 2007, we sold our interest in Capstone Royalty, LLC to Capstone Royalty, LLC for $250,000 and recorded a gain on the sale of $124,000.

F-18

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 7 — LONG-TERM DEBT

Long-term debt consisted of the following:

	December 31,
	2007		2006
	(In thousands)
Revolving line of credit with Texas Capital Bank, N.A.	$	—	$	5,550
Revolving line of credit with Natixis Banques Populaires		—		11,000
Secured revolving facility with the International Finance Corporation		30,000		10,000
Convertible senior notes		86,250		86,250
		116,250		112,800
Less: current portion		—		(5,000	)
	$	116,250	$	107,800

CONVERTIBLE SENIOR NOTES DUE OCTOBER 1, 2025

On September 27, 2005, we issued $75 million of Convertible Senior Notes due October 1, 2025 (“Notes”) to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933. The Company also granted the initial purchasers the option to purchase an additional $11.25 million aggregate principal amount of Notes to cover over-allotments. The option was exercised on September 30, 2005. The total principal amount of Notes issued was $86.25 million and total net proceeds were approximately $82.2 million. We incurred approximately $4.1 million of costs associated with the issuance of the Notes; these costs have been recorded in other assets on the balance sheet and are being amortized to interest expense using the straight-line interest rate method over the term of the Notes.

The net proceeds were used for general corporate purposes, including funding a portion of the Company’s 2005 and 2006 exploration and development activities.

The Notes bear interest at a rate of 5% per annum and can be converted into common stock at an initial conversion rate of 23.3596 shares of common stock per $1,000 principal amount of Notes, subject to adjustment in an event of a fundamental change, as defined, (equivalent to a conversion price of approximately $42.81 per share). The Company may redeem the Notes, in whole or in part, on or after October 6, 2008, and prior to October 1, 2010, for cash at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus any accrued and unpaid interest, if the closing price of its common stock exceeds 130% of the conversion price over a specified period. On or after October 1, 2010, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus any accrued and unpaid interest, irrespective of the price of its common stock. Holders may convert their Notes at any time prior to the close of business on the business day immediately preceding their stated maturity, and holders may, upon the occurrence of certain fundamental changes, and on October 1, 2010, October 1, 2015, and October 1, 2020, require the Company to repurchase all or a portion of their Notes for cash in an amount equal to 100% of the principal amount of such Notes, plus any accrued and unpaid interest.

Due to our restating the consolidated financial statements for the years ended December 31, 2003, 2004 and 2005 and our consolidated financial statements for each of the quarters ended March 31 and June 30, 2006, we did not provide the trustee under the indenture of the Convertible Senior Notes with copies of our annual reports, information, documents and other reports that we are required to file with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 within thirty (30) days of when such reports are required to be filed with the Securities and Exchange Commission.

On December 15, 2006, we received a notice from the trustee for failing to provide the trustee with a copy of our Form 10-Q for the nine month period ended September 30, 2006. Since we cured the covenant default within

F-19

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

thirty (30) days after receiving the written notice from the trustee, we cured the default and an event of default did not occur.

The registration rights agreement covering the Notes provides for a penalty if the registration statement is filed and declared effective but thereafter ceases to be effective (a “Suspension Period”) for an aggregate of forty-five (45) days in any three month period or ninety (90) days in any twelve month period (an “Event Date”). Such penalty calls for an additional 0.25% per annum in interest expense on the aggregate principal amount of the Notes for the first ninety (90) days following an Event Date and an additional 0.50% per annum in interest expense on the aggregate principal amount of the Notes thereafter, until such Suspension Period ends upon the registration statement again becoming effective or not being required to be effective pursuant to the registration rights agreement. Because we did not file our Quarterly Report on Form 10-Q for the nine month period ended September 30, 2006 in a timely manner, the registration statement for the Notes became ineffective and we entered a Suspension Period on November 15, 2006. Such Suspension Period ended on January 23, 2007 when we provided notice that the Form 10-Q had been filed and the Suspension Period was no longer in effect. Because the Suspension Period exceeded forty-five (45) days in any three month period, we paid approximately $14,375 in additional interest expense. On March 16, 2007, the date we filed our Form 10-K for the year ended December 31, 2006, we again entered a Suspension Period until all the Notes became eligible for sale pursuant to Rule 144(k) on September 30, 2007. On October 1, 2007, $155,000 was deposited with the trustee for the Notes as the penalty for any holders of the Notes who were eligible on October 1, 2007 to receive a pro rate portion of such payment. Such eligible holders had to have registered their Notes on the registration statement and still held those Notes on October 1, 2007. Through March 12, 2008, we had released $4,043 of the penalty deposit to eligible holders of Notes.

REVOLVING LINE OF CREDIT WITH NATIXIS BANQUES POPULAIRES

On December 23, 2004, we entered into a five-year $15.0 million reserve-based borrowing facility with a French lender to finance the development of our existing French fields, acquisitions of new fields, general working capital and other corporate purposes. The facility bore interest at a floating rate of 2.25-2.75% above LIBOR (8.053% at March 2, 2007) depending on the principal outstanding. The facility was collateralized by certain of our French assets, including contracts relating to our rights and interests in our French fields, our direct and indirect equity interests in certain of our subsidiaries and payments received from the sale of our French production. The Company and certain of its U.S. and French subsidiaries were each guaranteed the obligations under the facility. This facility required monthly interest payments until December 23, 2009, at which time all unpaid principal and interest were to be due. We were subject to a commitment fee of one half (1/2) of the applicable margin, 1.25% as of December 31, 2006, on the available and unused facility borrowings. Under the $15.0 million facility, at December 31, 2006, borrowings of approximately $909,000 were available and $11 million was outstanding. The $15.0 million facility contains various affirmative and negative covenants. These covenants, among other things, limited additional indebtedness, the sale of assets, change of control and management, limitations on the distribution of stock dividends and required us to meet certain financial requirements. Specifically, we had to maintain an interest cost ratio of not less than 4.00 to 1.00, an indebtedness ratio of not less than 1.00 to 1.00, asset life cover ratio of not less than 1.25 to 1.00, a loan life cover ratio equal to or greater than 1.15 to 1.00 and a debt service coverage ratio equal to or greater than 1.10 to 1.00.

As a result of not providing Natixis with our unaudited consolidated financial statements for the nine month period ended September 30, 2006 within forty-five (45) days after the end of such quarter, we were in default under the $15 million facility. Until January 16, 2007, Natixis waived such default and any other default under the facility as a result of us not yet providing such financial statements. On January 16, 2007, we filed the Form 10-Q for the quarter ended September 30, 2006 and provided the unaudited consolidated financial statements contained in the Form 10-Q to Natixis which cured the default.

On March 2, 2007, the facility was retired and all amounts due were paid.

F-20

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

SECURED REVOLVING FACILITY WITH THE INTERNATIONAL FINANCE CORPORATION

On December 28, 2006, we guaranteed the obligations of certain of our direct and indirect subsidiaries in a loan and guarantee agreement with International Finance Corporation. The loan and guarantee agreement provides for the $25 million loan facility which is a secured revolving facility with a current maximum facility amount of $25 million which maximum facility amount will increase to $40 million when the projected total borrowing base amount exceeds $50 million. The $25 million facility was funded on March 2, 2007. The loan and guarantee agreement also provides for a $10 million facility which was funded on December 28, 2006. In September 2007, we repaid $5 million on the $25 million facility from proceeds received on the U.S. oil and gas property sale. As of December 31, 2007, the International Finance Corporation has reduced our borrowing base under both loans to $30 million from $35 million. Until the next redetermination date, the Company has no additional borrowing capacity under these facilities. Both the $25 million facility and $10 million facility are to fund our operations in Turkey and Romania.

Interest accrues on any loans under the $25 million facility at a rate of 2% over the six month LIBOR rate. Interest accrued on the $10 million facility at a rate of 1.5% over the six month LIBOR rate until the $25 million facility was funded after which the rate for the $10 million facility was lowered to 0.5% over the six month LIBOR rate. As of December 31, 2007, the interest rate on the $10 million facility was 5.329% and the interest rate on the $25 million facility was 6.829%. Interest is to be paid on each June 15 and December 15.

The $25 million facility provided the following: (i) the lender has a first ranking security interest (a) in certain proceeds, receivables and contract rights relating to and from the sale of oil or gas production in France, Turkey and Romania and (b) in funds held in certain bank accounts; (ii) the lender has an assignment of all rights and claims to any compensation or other special payments in respect of all concessions other than those arising in the normal course of operations payable by the government of Turkey and Romania; and (iii) the lender has a first ranking pledge (a) by Toreador International Holding, LLC of all its shares in the borrowers; (b) by Madison Oil France SAS of all its shares in Toreador France; and (c) by the Company of all its shares in Toreador International Holding, LLC.

On December 31, 2011, the maximum amount available under the $25 million facility begins to decrease by $5 million every six months from $40 million (assuming the projected borrowing base amount exceeds $50 million) until the final portion of the $25 million facility is due on December 15, 2014. On December 15, 2014, $5 million of the $10 million facility is to be repaid with the remaining $5 million being due on June 15, 2015.

The Company is required to meet the following ratios on a consolidated basis: (i) the life of loan coverage ratio of not less than: (a) 1.2:1.0 in 2006 and 2007; (b) 1.3:1.0 in 2008; and (c) 1.4:1.0 in 2009 and each subsequent year thereafter; (ii) reserve tail ratio of not less than 25%; (iii) adjusted financed debt to EBITDAX ratio of not more than 3.0:1.0; (iv) liabilities to tangible net worth ratio of not more than 60:40; and (v) interest coverage ratio of not less than 3.0:1.0. On August 9, 2007, the covenant requirements were amended to replace the adjusted financial debt to EBITDA ratio not being more than 3.0:1.0 with the adjusted financial debt to EBITDAX ratio not being more than 3.0:1.0 and the definition of interest coverage ratio was adjusted to include EBITDAX instead of EBITDA for calculation purposes. At December 31, 2007, we were not in compliance with the interest rate coverage ratio of not less than 3.0:1.0; the actual ratio was 2.8:1.0. The International Finance Corporation has granted the Company a temporary waiver for the interest coverage ratio provided the Company maintains EBITDAX to net interest expense ratio of 2.7:1.0 until July 2, 2008 and EBITDA to net interest expense ratio of a least 2.7:1.0 during the remaining period of the waiver effectiveness. The waiver is effective until March 8, 2009.

We are subject to certain negative covenants, including, but not limited to, the following: (i) subject to certain exceptions, paying dividends; (ii) subject to certain exceptions, incurring debt, making guarantees or creating or permitting to exist any liens, (iii) subject to certain exceptions, making or permitting to exist loans or advances to, or deposits, with other persons or investments in any person or enterprise; (iv) subject to certain exceptions, selling,

F-21

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

transferring, leasing or otherwise disposing of all or a material part of its borrowing base assets; and (v) subject to certain exceptions, undertaking or permitting any merger, spin-off, consolidation or reorganization.

REVOLVING LINE OF CREDIT WITH TEXAS CAPITAL BANK, N.A.

On December 30, 2004, we entered into a five-year $25.0 million reserve-based borrowing facility with Texas Capital Bank, N.A. in order to finance the development and acquisition of oil and natural-gas interests both domestically and internationally and for working capital purposes. On March 30, 2007, the Texas Capital facility was retired and all amounts due were paid. The facility bore interest at a rate of prime less 0.5% (7.75% total rate at March 30, 2007) and was collateralized by our domestic working interests. The borrowers under this facility were two of our domestic subsidiaries, and the Company has guaranteed the obligations. The Texas Capital facility required monthly interest payments until January 1, 2010 at which time all unpaid principal and interest were to be due. The Texas Capital facility contained various affirmative and negative covenants. These covenants, among other things, limited additional indebtedness, the sale of assets, change of control and management and required us to meet certain financial requirements. Specifically, we had to maintain a current ratio of 1.25 to 1.00 (exclusive of amounts due under revolving credit arrangements) and an interest coverage ratio of not less than 3.00 to 1.00.

We were in default under the Texas Capital facility for failing to provide Texas Capital on or before the 60th day after the last day of the fiscal quarter ended September 30, 2006 with a copy of the unaudited consolidated financial statements of Toreador and there was an event of default under the Texas Capital facility for defaulting in the performance or observance of a provision under the Senior Convertible Notes. Texas Capital waived the default and event of default until January 16, 2007. On January 16, 2007, we filed the Form 10-Q for the quarter ended September 30, 2006 and provided the unaudited consolidated financial statements contained in the Form 10-Q to Texas Capital which cured the default.

CONVERTIBLE SUBORDINATED NOTES

In July 2004, we sold to certain institutional investors pursuant to a private offering $7.5 million aggregate principal amount of 7.85% convertible subordinated notes due June 30, 2009. We used the net proceeds of the offering to accelerate our oil development program in France’s Paris Basin and for general corporate purposes. The 7.85% convertible subordinated notes due June 30, 2009 bore interest at the rate of 7.85% per annum and were convertible into shares of Toreador common stock at a conversion price of $8.20 per share. Toreador had the right to cause the 7.85% notes to be converted on or after February 22, 2005, if the closing price of Toreador’s common stock was greater than $14.35 for the 30 consecutive trading days prior to the date of Toreador’s conversion notice. On January 13, 2005, we provided the conversion notice to the holders of the 7.85% notes to require the holders to exchange their notes for the aggregate number of shares of our common stock issuable upon conversion of each of their notes and that portion of interest payable pursuant to the notes that would otherwise have been payable to the holders through the required conversion date. On or prior to January 20, 2005, all of our 7.85% convertible subordinated notes due June 30, 2009 (with a carrying value, net of unamortized loan fees of $6.4 million) were exchanged for an aggregate of 914,634 shares of our common stock and an aggregate cash payment for interest of approximately $85,000 which is included in interest expense in 2005.

CONVERTIBLE DEBENTURE

As part of our acquisition of Madison Oil Company, we assumed and amended a convertible debenture (“Debenture”) payable to PHD Partners LP. The general partner of PHD Partners LP is a corporation wholly owned by David M. Brewer, a director and significant stockholder of Toreador. The amended and restated debenture used to bear interest at 10% per annum and was due on March 31, 2006. At the holders’ option, the amended and restated debenture could be converted into common stock at a ratio of $6.75 per share. We originally had 319,962 common shares reserved for issuance related to the conversion of the amended and restated debenture. As of March 31, 2004, the amended and restated debenture was amended and restated to bear interest at 6% per annum, eliminate the

F-22

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Company’s right under certain circumstances to force a conversion of the principal into shares of Toreador common stock and eliminate the Company’s ability to repay principal prior to maturity. The maturity date remained March 31, 2006. At the holder’s option, the second amended and restated convertible debenture could be converted into Toreador common stock at a conversion price of $6.75 per share. In December 2004, PHD Partners LP converted $675,000 of the second amended and restated debenture into 100,000 shares of our common stock. As a result, at December 31, 2004 the outstanding principal amount of the second amended and restated convertible debenture was approximately $1.5 million. On August 10, 2005, PHD Partners converted $675,000 of the second amended and restated debenture into 100,000 shares of our common stock, resulting in an outstanding principal balance of $810,000 at December 31, 2005. In February 2006, PHD Partners LP converted the $135,000 of the second amended and restated debenture into 19,962 shares of our common stock and in March 2006, PHD Partners converted the remaining balance of $675,000 of the second amended and restated debenture into 100,000 shares of our common stock. Interest payments made to PHD Partners LP were zero, $9,682 and $73,195 in 2007, 2006 and 2005, respectively.

The following table summarizes the principal maturities under our long-term debt arrangements at December 31, 2007, (in thousands):

	2008		2009		2010		2011		2012		Thereafter		Total
Long-term debt	$	—	$	—	$	—	$	—	$	—	$	116,250	$	116,250

We were not in compliance with certain financial covenants relating to the loan with the International Finance Corporation. We obtained a waiver through March 8, 2009. Accordingly, the amount is shown in the above table as maturing in accordance with the original terms of the loan facility.

NOTE 8 — CAPITAL

On March 23, 2007, we closed a $45 million private placement of equity. In the transaction, we issued an aggregate of 2,710,843 shares of common stock to six institutional investors, providing us with $45 million of gross proceeds at closing. We also granted the investors the right to purchase an additional $8.1 million aggregate amount of common stock within the next 30-day period. On April 24, 2007, two of the institutional investors exercised their warrants for an aggregate of 326,104 additional shares of common stock, providing us with approximately $5.4 million of gross proceeds. The net proceeds from the private placement totaled approximately $47 million and were used to help fund our 2007 exploration and development activities.

In connection with the private placement, we entered into a Registration Rights Agreement with the investors. The Registration Rights Agreement provided that we would file a registration statement with the Securities and Exchange Commission covering the resale of the common stock within 60 days after the closing date. If the registration statement was not filed with the Securities and Exchange Commission within such time, we had to pay 1.0% of the aggregate purchase price, an additional 1.0% on the one month anniversary of the 60th day after closing if the registration statement had not been filed by such date and an additional 2.0% of the aggregate purchase price for each 30 day period after the one month anniversary if the registration statement was not filed by such date. We filed the registration statement with the Securities and Exchange Commission on May 8, 2007. If the registration statement was not declared effective by the Securities and Exchange Commission within 150 days after the closing date, we had to pay 1.0% of the aggregate purchase price, an additional 1.0% on the one month anniversary of the 150th day after the closing if the registration statement had not been declared effective by the Securities and Exchange Commission by such date and an additional 2.0% of the aggregate purchase price for each 30 day period after the one month anniversary if the registration statement was not declared effective by such date. The registration statement was declared effective July 26, 2007. Now that the registration statement has been declared effective by the Securities and Exchange Commission, if, subject to certain exceptions, future sales cannot be made pursuant to the registration statement after 60 days has elapsed, we must pay 1.0% of the aggregate purchase price on the date sales cannot be made pursuant to the registration statement, an additional 1% on the one month

F-23

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

anniversary of the date sales are not permitted under the registration statement if sales are not permitted under the registration statement by such date and an additional 2.0% of the aggregate purchase price for each 30 day period after the one month anniversary if sales under the registration statement are not permitted by such date. Any one month or 30 day periods during which we cure the violation will cause the payment for such period to be made on a pro rata basis. As a result of the change in the resale restrictions under Rule 144, effective February 15, 2008, we amended the Registration Rights Agreement to provide that we do not have to keep the registration statement effective if the holders of the shares covered by the Registration Rights Agreement can sell all of the shares pursuant to Rule 144.

The Company accounts for registration rights agreements containing a contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, in accordance with EITF Issue No. 00-19-2, “Accounting for Registration Payment Arrangements”. Under this approach, the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement shall be recognized and measured separately in accordance with “FAS No. 5, Accounting for Contingencies” and “FASB Interpretation No. 14, Reasonable Estimation of the Amount of a Loss”.

Toreador had zero and 72,000 shares of nonvoting Series A-1 Convertible Preferred Stock outstanding at December 31, 2007 and 2006. At the option of the holder, the Series A-1 Convertible Preferred Stock may be converted into common shares at a price of $4.00 per common share (conversion would have amounted to 450,000 Toreador common shares at December 31, 2007). The Series A-1 Convertible Preferred Stock accrued dividends at an annual rate of $2.25 per share payable quarterly in cash. At any time on or after November 1, 2007, we had the right to redeem for cash any or all shares of Series A-1 Convertible Preferred Stock. The optional redemption price per share was the sum of (1) $25.00 per share of the Series A-1 Convertible Preferred Stock plus (2) any accrued unpaid dividends, and such sum is multiplied by a declining multiplier. The multiplier is 105% until October 31, 2008, 104% until October 31, 2009, 103% until October 31, 2010, 102% until October 31, 2011, 101% until October 31, 2012, and 100% thereafter. In December 2007, all the Series A-1 Convertible Preferred Stock was converted into common shares.

On February 22, 2005, 82,000 shares of our Series A-1 Convertible Preferred Stock were exchanged for an aggregate of 512,500 shares of Toreador common stock pursuant to an offer made by the Company to each holder of its Series A-1 Convertible Preferred Stock. Each holder was given the opportunity to convert such shares of Preferred Stock into shares of common stock of the Company pursuant to the terms of conversion of the Preferred Stock. In addition the Company offered additional shares of common stock as an inducement for the holders to convert the Preferred Stock at a time when the Company could not mandatorily redeem the Preferred Stock and in lieu of dividends that would otherwise accrue until such mandatory redemption date to the terms thereof and an additional 20,164 shares of our common stock which were issued as an inducement to convert such shares of Series A-1 Convertible Preferred Stock. Fair market value of common stock on the date of issue was $24.70 per share.

On July 22, 2004, we issued warrants for the purchase of 40,000 shares of our common stock at $8.20 per share. The warrant was issued pursuant to the terms of the letter agreement dated July 19, 2004. At December 31, 2006 there were 36,400 warrants outstanding all of which expire July 22, 2009. We recognized $58,410 in expense relating to the issuance of the warrants.

On July 11, 2005, we issued warrants for the purchase of 50,000 shares of our common stock at $27.40 per share. The warrant was issued pursuant to the terms of the Fee Letter, dated February 21, 2005, between the Company, Natexis Banques Populaires and Madison Energy France. At December 31, 2006 all 50,000 warrants were outstanding and expire on December 23, 2009. In 2005 and 2006, we recognized $836,000 in expense relating to the issuance of the warrants.

On January 3, 2006, we issued warrants for the purchase of 10,000 shares of our common stock at $27.65 per share. The warrant was issued pursuant to the terms of the Engagement Letter, dated January 3, 2006, between the

F-24

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Company and ParCon Consulting. At December 31, 2006 all 10,000 warrants were outstanding and expire on January 3, 2011. We recognized $106,800 in expense relating to the issuance of the warrants.

On February 16, 2005, we sold 1,437,500 shares of our common stock pursuant to a public offering at a price to the public of $24.25 per share. The sale resulted in net proceeds of approximately $32.3 million.

On September 16, 2005, we sold 806,450 shares of our common stock to certain accredited investors pursuant to a private placement. The sale resulted in net proceeds of approximately $23.6 million.

NOTE 9 — INCOME TAXES

The Company’s provision (benefit) for income taxes consists of the following at December 31:

	2007			2006			2005
	(In thousands)
Current:
U.S. Federal	$	(31	)	$	(581	)	$	(2,421	)
U.S. State		323			(7	)		46
Foreign		2,409			1,156			1,140
Deferred:
U.S. Federal		(32	)		135			1,383
U.S. State		—			—			—
Foreign		(3,393	)		2,944			(463	)
	$	(724	)	$	3,647		$	(315	)
The tax provision (benefit) has been allocated between continuing operations and discontinued operations as follows:
Provision (benefit) allocated to:
Continuing operations	$	(4,676	)	$	3,005		$	(1,911	)
Discontinued operations		3,952			642			1,596
	$	(724	)	$	3,647		$	(315	)

F-25

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The primary reasons for the difference between tax expense at the statutory federal income tax rate and our provision for income taxes were:

	2007			2006			2005
	(In thousands)
Statutory tax at 34%	$	(25,549	)	$	2,113		$	3,501
Rate differences related to foreign operations		6,479			584			(2,967	)
Use of NOL carryforwards		—			(121	)		—
Reduction in Turkish net operating loss		—			143			—
State income tax, net		213			(5	)		(148	)
Foreign currency gain (loss) not taxable in foreign jurisdictions		4,497			265			(857	)
Release of tax reserve		—			—			(49	)
Effect of rate changes in foreign countries		—			(1,062	)		—
Adjustments to valuation allowance		14,172			1,846			(385	)
Use of percentage depletion		—			—			(98	)
Use of capital loss carryover		—			—			(90	)
Other		(537	)		(116	)		778
	$	(724	)	$	3,647		$	(315	)

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31, 2007 and 2006 were as follows:

	December 31,
	2007			2006
	(In thousands)
Deferred tax assets:
Net operating loss carryforward — United States	$	8,620		$	2,150
Net operating loss carryforward — State		135			—
Net operating loss carryforward — Foreign		12,265			7,002
Restricted stock		689			835
Impairment — Foreign		4,571			—
Other		475			416
Gross deferred tax assets		26,755			10,403
Valuation allowance		(20,900	)		(6,609	)
Net deferred tax assets		5,855			3,794
Deferred tax liabilities:
Differences in oil and gas property capitalization and depletion methods— United States		—			(1,337	)
Differences in oil and gas property capitalization and depletion methods— Foreign		(20,768	)		(19,064	)
Unrealized foreign currency translation gains— United States		(455	)		(501	)
Other					(54	)
Gross deferred tax liabilities		(21,223	)		(20,956	)
Net deferred tax liabilities	$	(15,368	)	$	(17,162	)

F-26

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

At December 31, 2007, Toreador had the following carryforwards available to reduce future taxable income (in thousands):

Jurisdiction	Expiry		Amount
United States — Federal		2010 — 2022	$	25,353
United States — State		2020		3,400
Hungary		Unlimited		37,650
Turkey		2008 — 2012		26,999
France		Unlimited		2,523

Realization of net operating loss carryforwards depends on our ability to generate taxable income within the carryforward period. Due to uncertainty related to the Company’s ability to generate taxable income in the respective countries sufficient to realize all of our deferred tax assets we have recorded the following valuation allowances:

	December 31,
	2007		2006
	(In thousands)
United States	$	8,755	$	1,241
Turkey		—		16
Hungary		6,024		4,604
France		841		748
	$	15,620	$	6,609

Future net operating loss carryforwards for which a valuation allowance has been provided will be realized when taxable income amounts below are generated in the following countries:

	Required
	Taxable Income
United States	$	25,353
Turkey		26,999
Hungary		37,650
France		2,523

A portion of the Hungarian net operating loss was acquired in a purchase, therefore realization of $25 million of the Hungarian net operating loss will be credited to oil and natural gas properties rather than a credit to income tax expense.

Under APB 23, we have elected to treat our foreign earnings as permanently reinvested outside the US and are not providing US tax expense on those earnings. However, Romania has a US branch which is not permanently reinvested outside the US. Consequently the US tax on its earnings is reflected in consolidated income tax expense at the US tax rate of 34%.

We adopted FIN No. 48, “Accounting for Uncertainty in Income Taxes”, on January 1, 2007. As a result of the adoption the Company recognized an increase in the liability for unrecognized tax benefits of approximately $45,000, which was accounted for as a decrease to the January 1, 2007 balance of retained earnings. As of the date of adoption and after the impact of recognizing the increase in liability noted above, our unrecognized tax benefits totaled approximately $357,000, the disallowance of which would not materially affect the effective income tax rate. There are no tax positions for which a material change in the unrecognized tax benefit liability is reasonably possible in the next 12 months.

F-27

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We recognize potential accrued interest and penalties related to unrecognized tax benefits within our global operations in income tax expense. In conjunction with the adoption of FIN 48, we recognized approximately $28,000 for the accrual of interest and penalties at January 1, 2007 which is included as a component of $357,000 unrecognized tax benefit noted above. During the year 2007 we recognized $22,000 in potential interest and penalties associated with uncertain tax positions. To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision.

The following table summarizes the changes in our liability for unrecognized tax benefits for the year ended December 31, 2007:

	Unrecognized
	Tax Benefits
Unrecognized tax benefit at January 1, 2007	$	357
Accrued interest expense		22
Release of closed tax year		(53	)
Unrecognized tax benefit at December 31, 2007	$	326

We have not paid any significant interest or penalties associated with our income taxes, but classify both interest expense and penalties as part of our income tax expense. We have no certainty as to when the unrecognized tax benefits will become due.

The Company files several state and foreign tax returns, many of which remain open for examination for five years.

NOTE 10 — BENEFIT PLANS

We have a 401(k) retirement savings plan. Employees are eligible to defer portions of their salaries, limited by Internal Revenue Service regulations. The Company is subject to the 3% safe harbor rule and contributed $115,000 in 2007. Discretionary employer matches are determined annually by the board of directors and such discretionary matches amounted to $112,500 in 2007, $74,000 in 2006 and $52,000 in 2005.

NOTE 11 — STOCK COMPENSATION PLANS

We have granted stock options to key employees and outside directors of Toreador as described below.

In May 1990, we adopted the 1990 Stock Option Plan (“1990 Plan”). The 1990 Plan, as amended and restated, provides for grants of up to 1,000,000 stock options to employees and directors at exercise prices greater than or equal to market on the date of the grant.

In December 2001, we adopted the 2002 Stock Option Plan (“2002 Plan”). The 2002 Plan provides for grants of up to 500,000 stock options to employees and outside directors at exercise prices greater than or equal to market on the date of the grant.

In September 1994, we adopted the 1994 Non-employee Director Stock Option Plan (“1994 Plan”). The 1994 Plan, as amended and restated, provides for grants of up to 500,000 stock options to non-employee directors of Toreador at exercise prices greater than or equal to market on the date of the grant.

The Board of Directors grants options under our plans periodically. Generally, option grants are exercisable in equal increments over a three-year period, and have a maximum term of 10 years. However, the 2004 stock grants were immediately vested.

F-28

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A summary of stock option transactions is as follows:

	2007					2006					2005
				Weighted					Weighted					Weighted
				Average					Average					Average
				Exercise					Exercise					Exercise
	Shares			Price		Shares			Price		Shares			Price
Outstanding at January 1		673,870		$	5.13		858,940		$	5.07		1,346,690		$	4.91
Granted		—			—		—			—		20,000			16.90
Exercised		(320,700	)		5.06		(175,070	)		4.95		(492,750	)		5.18
Forfeited		(15,000	)		13.18		(10,000	)		3.10		(15,000	)		3.10
Outstanding at December 31		338,170			4.85		673,870			5.13		858,940			5.07
Exercisable at December 31		334,837			4.73		660,536			4.90		827,274			5.27

The intrinsic value of the options exercised in 2007 was $5.3 million. For the year ended December 31, 2007, 2006 and 2005 we received cash from stock option exercises of $1.6 million $866,000 and $2.6 million, respectively and the Company recognized a tax benefit related to exercises of stock options of $0 in 2007, $293,000 in 2006 and $2.5 million in 2005. During 2007, 3,334 shares vested having a fair value on the date of vesting of approximately $45,380. As of December 31, 2007, the total compensation cost related to nonvested stock options not yet recognized is approximately $18,685. This amount will be recognized as compensation expense over the next 5 months.

For stock options granted the following table represents the weighted-average exercise prices and the weighted-average fair value based upon whether or not the exercise price of the option was greater than, less than or equal to the market price of the stock on the grant date:

					Weighted-
					Average		Weighted-
					Exercise		Average
Year		Option Type	Shares		Price		Fair Value
	2005	Exercise price equal to market price		20,000	$	16.90	$	7.31

F-29

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes information about the fixed price stock options outstanding at December 31, 2007:

											Weighted Average
	Number Outstanding					Number Exercisable					Remaining
			Intrinsic					Intrinsic			Contractual
Exercise Price	Shares		Value			Shares		Value			Life in Years
			(In thousands)					(In thousands)
$ 2.75		45,000	$	191			45,000	$	191			0.73
3.00		5,000		20			5,000		20			1.42
3.10		60,000		233			60,000		233			4.69
3.12		4,420		17			4,420		17			2.72
3.88		5,000		16			5,000		16			1.83
4.12		50,000		144			50,000		144			4.05
4.51		20,000		50			20,000		50			4.13
4.96		30,000		61			30,000		61			6.39
5.50		86,250		129			86,250		129			5.91
5.95		15,000		16			15,000		16			3.38
13.75		7,500		(51	)		7,500		(51	)		6.88
16.90		10,000		(99	)		6,667		(66	)		7.39
		338,170	$	727			334,837	$	760			4.13

At December 31, 2007, there were 120,208, remaining shares available for grant under the plans collectively.

In May 2005, stockholders approved the Toreador Resources Corporation 2005 Long-Term Incentive Plan (the “Plan”). The Plan, as amended, authorizes the issuance of up to 750,000 shares of the Company’s common stock to key employees, key consultants and outside directors of the Company. The Board of Directors has authorized a total of 328,385 shares of restricted stock be granted to employees and non-employee directors. The compensation cost is measured by the difference between the quoted market price of the stock at the date of grant and the price, if any, to be paid by an employee and is recognized as expense over the period the recipient performs related services. The restricted stock grants vest over a one to four year period depending on the grant and the average price of the stock on the date of the grants was $24.53 for the year ended December 31, 2007. Stock compensation expense of $3.9 million and $2.7 million is included in the Statement of Operations for the years ended December 31, 2007 and 2006, which represents the cost recognized from the date of the grants through December 31, 2007 and 2006. During 2007, 168,633 shares vested having a fair value of approximately $3.4 million on the date of vesting. As of December 31, 2007, the total compensation cost related to nonvested restricted stock grants not yet recognized is approximately $4.1 million. This amount will be recognized as compensation expense over the next 29 months.

In January 2007, 55,900 shares of restricted stock grants awarded to the former President and CEO, were immediately vested and resulted in an expense of $1.1 million.

For the years ended December 31, 2007 and 2006 we recognized a current tax benefit related to restricted stock grants of approximately $0 and $362,000 and a deferred tax benefit of approximately $1.3 million and $561,000, respectively.

F-30

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes the changes in outstanding restricted stock grants along with their related grant-date fair values for the year ended December 31, 2007:

				Weighted Average
				Grant-Date
	Shares			Fair Value
Non-vested at January 1, 2007		287,920		$	26.63
Shares granted		141,895			24.53
Shares vested		(168,633	)		26.07
Shares forfeited		(38,583	)		26.04
Non-vested at December 31, 2007		222,599		$	25.91

NOTE 12 — COMMITMENTS AND CONTINGENCIES

We lease our office space under non-cancelable operating leases, expiring during 2008 through 2014. We also subleased portions of the leased space to one related party and two unrelated parties under non-cancelable sub-leases which expired on June 30, 2006. The following is a schedule of minimum future rentals under our non-cancelable operating leases as of December 31, 2007 (in thousands):

2008	$	795
2009		553
2010		568
2011		574
2012		578
Thereafter		1,042
	$	4,110

Net rent expense totaled $828,590 in 2007, $699,000 in 2006 and $354,000 in 2005.

In conjunction with FIN 48, we have no certainty as to when the unrecognized tax benefits of $326,000 will become due.

Black Sea Incidents.  In October 2005, in an incident involving a vessel owned by Micoperi Srl, the Ayazli 2 and Ayazli 3 wells were damaged, and subsequently had to be re-drilled. We and our co-venturers have made a claim in respect of the cost of re-drilling and repeating flow-testing. The claim is currently approximately 8.2 million Euros, valued at $12.7 million before interest, subject to adjustment when the actual cost of flow-testing the re-drilled wells is known. In addition, we and our co-venturers have claimed to recover back from Micoperi a sum of about 5.9 million Euros, currently valued at $8.7 million, paid to Micoperi under the contract between us, our co-venturers and Micoperi. Micoperi has made a cross-claim for about 5.1 million Euros, currently valued at $7.5 million in respect of sums allegedly due to Micoperi under the contract between us, our co-venturers and Micoperi. Micoperi has also asserted a claim that the arrest of the vessel “MICOPERI 30” at Palermo, Italy was wrongful and have asserted a claim for damages in respect of such allegedly wrongful arrest. We and our co-ventures have received security from Micoperi by way of a letter of undertaking from their insurers, and have provided security to Micoperi in respect of their cross-claims by way of a bank guarantee of 5.9 million Euros, currently valued at $8.7 million.. The claims and cross-claims are subject to the jurisdiction of the English Court; however, neither side has yet commenced any court proceedings. All the amounts stated above are gross and our share would be equal to 36.75%. We have accrued our portion of the unpaid invoices and are accounting for the potential receivable from Micoperi as a gain contingency. Accordingly, the potential gain has not been recorded.

David M. Drewer.  On March 12, 2008, we agreed in principle to make a payment of $97,500 to the J&D Madison Foundation, a private charitable foundation managed by David Brewer, one of our directors, in settlement

F-31

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

of claims he made against the Company arising from an alleged prior agreement by G. Thomas Graves III, the former President and Chief Executive Officer, to pay him $150,000 per year for three years as a consulting fee. We are working on finalizing a release agreement with Mr. Brewer. In 2007, Mr. Brewer brought to the attention of the Company correspondence from Mr. Graves in which, on behalf of the Company, Mr. Graves had promised to provide Mr. Brewer with certain consulting payments that had been previously agreed to by Mr. Graves in connection with the acquisition of Madison Oil Company, but never paid. In this letter, Mr. Graves stated that there was an oral, binding commitment of the Company to pay these amounts to Mr. Brewer. Mr. Brewer presented the letter to the Company and requested payments pursuant to this correspondence. Upon receiving a copy of this correspondence, certain members of the Board of Directors discussed with Mr. Brewer the facts giving rise to this request for payments and asked certain members of the Audit Committee of the Company to review this matter further, whereupon these certain members of the Audit Committee hired special counsel to assist them in the review and provide them with advice. These members of the Audit Committee determined that there were questions regarding this commitment to pay (including a failure to obtain approval from the Board of Directors for any such payment) and there were valid reasons not to pay these amounts to Mr. Brewer. Subsequently, on February 11, 2008, counsel to Mr. Brewer sent a demand letter to the Company requesting payment of these amounts. The Board of Directors discussed this matter and determined that it was in the best interests of the Company and its stockholders to compromise and settle this matter with Mr. Brewer, whereupon the settlement amount was agreed to in exchange for a release by Mr. Brewer of all claims against the Company and for him stepping down as Chairman of the Nominating and Corporate Governance Committee. In connection with this settlement, the Company does not admit that these amounts are owing or that Mr. Brewer has a valid claim for these consulting fees. Mr. Brewer and his father, both of whom are directors, did not participate in the Board of Directors approval of this settlement. Mr. Brewer has indicated that these funds will be distributed by the foundation for educational, medical research or social welfare purposes.

From time to time, we are named as a defendant in other legal proceedings arising in the normal course of business. In our opinion, the final judgment or settlement, if any, which may be awarded with any suit or claim would not have a material adverse effect on our financial position.

NOTE 13 — RELATED PARTY TRANSACTIONS

William I. Lee (deceased), was a former director of the Company and the majority owner of Wilco Properties, Inc (“Wilco”). The Company subleased office space to Wilco pursuant to a sub-lease agreement that expired on July 1, 2007. We recorded reductions to rent expense totaling $25,000 in 2007, $50,000 in 2006 and $48,000 in 2005 related to the sublease with Wilco. We had an informal agreement with Wilco under which one of the two companies incurred, on behalf of the other, certain miscellaneous expenses that are subsequently reimbursed by the other company. We had amounts receivable related to this arrangement of zero, zero and $146 at December 31, 2007, 2006 and 2005, respectively.

On November 1, 2002, pursuant to a private placement we issued $925,000 of Series A-1 Convertible Preferred Stock to certain of our directors or entities controlled by certain of our directors. In connection with the securities purchase agreements, Toreador entered into a registration rights agreement effective November 1, 2002, among Toreador and the purchasers which provided for the registration of the common stock issuable upon conversion of the Series A-1 Convertible Preferred Stock. During 2003, pursuant to private placements we issued 41,000 shares of our Series A-1 Convertible Preferred Stock for the total amount of $1,025,000 to William I. Lee and Wilco as follows: (i) in October 2003, 34,000 shares were issued to William I. Lee and Wilco, an entity controlled by Mr. Lee; and (ii) in December 2003, 7,000 shares were issued to Wilco. The Series A-1 Convertible Preferred Stock was governed by a certificate of designation. The Series A-1 Convertible Preferred Stock was sold for a face value of $25.00 per share, and paid an annual cash dividend of $2.25 per share that result in an annual yield of 9.0%. At the option of the holder, the Series A-1 Convertible Preferred Stock could be converted into common shares at a price of $4.00 per common share. The $4.00 conversion price was higher than the market price of our common stock at the time of issuances. The Series A-1 Convertible Preferred Stock was redeemable at our option, in whole or in part, at

F-32

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

any time on or after November 1, 2007. The optional redemption price per share was the sum of (1) $25.00 per share of the Series A-1 Convertible Preferred Stock plus (2) any accrued unpaid dividends, and such sum is multiplied by a declining multiplier. The multiplier was 105% until October 31, 2008, 104% until October 31, 2009, 103% until October 31, 2010, 102% until October 31, 2011, 101% until October 31, 2012, and 100% thereafter. In connection with the securities purchase agreements entered into with William I. Lee and Wilco, Toreador granted certain “piggy-back” registration rights relating to the common stock issuable upon conversion of the Series A-1 Convertible Preferred Stock. The sale of the Series A-1 Convertible Preferred Stock was effected in reliance upon the exemption from securities registration afforded by the provisions of Section 4(2) of the Securities Act of 1933, as amended, and Regulation D as promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended. In December 2007, all the Series A-1 Convertible Preferred Stock was converted into common shares.

NOTE 14 — DISCONTINUED OPERATIONS

On June 14, 2007, the Board of Directors authorized management to sell all oil and gas properties in the United States. The sale of these properties completed the divestiture of the company’s non-core domestic assets and allows us to focus exclusively on our international operations. The sale was closed on September 1, 2007. The sales price was $19.1 million which resulted in a pre-tax gain of $9.2 million. Prior year financial statements for 2006 and 2005 have been adjusted to present the operations of the U.S. properties as a discontinued operation. The assets and liabilities of the discontinued operations are presented separately under the captions “Oil and gas properties held for resale” and “Asset retirement obligations, oil and gas properties held for sale” respectively, in the Balance Sheet as of December 31, 2006. The table below compares discontinued operations for the year ended December 31, 2007, 2006 and 2005:

	Year Ended December 31,
	2007			2006			2005
Revenue:
Oil and natural gas sales	$	4,489		$	7,070		$	7,767
Operating costs and expenses:
Lease operating expense		1,592			2,200			2,096
Exploration expense		105			—			—
Depreciation, depletion and amortization		611			1,265			950
Dry hole expense		103			1,393			—
Impairment		—			345			109
General and administrative expense		325			324			266
Gain on sale of properties and other assets		(9,244	)		(202	)		(12	)
Total operating costs and expenses		(6,508	)		5,325			3,409
Operating income		10,997			1,745			4,358
Income tax provision		(3,952	)		(642	)		(1,596	)
Income from discontinued operations	$	7,045		$	1,103		$	2,762

NOTE 15 — INFORMATION ABOUT OIL AND NATURAL GAS PRODUCING ACTIVITIES AND OPERATING SEGMENTS

We have operations in only one industry segment, the oil and natural gas exploration and production industry. We are structured along geographic operating segments or regions. As a result, we have reportable operations in the United States (Corporate Headquarters), Western Europe (France) and Eastern Europe (Hungary, Romania and

F-33

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Turkey). Geographic operating segment income tax expenses have been determined based on statutory rates existing in the various tax jurisdictions where we have oil and natural gas producing activities.

We allocate a portion of certain United States based employees salaries to our foreign subsidiaries. The amount allocated is based on an estimate of the time that employee has spent working on that on that subsidiary. We periodically review these percentages to make sure that our assumptions are valid.

The following tables provide the geographic operating segment data required by Statement of Financial Accounting Standards No. 131, “Disclosure about Segments of an Enterprise and Related Information”. The United States segment data for the years ended December 31, 2007, 2006, and 2005 has been adjusted to reflect the sale of oil and natural gas properties in the United States as of September 1, 2007 (see Note 15).

	United
	States			France			Turkey			Hungary			Romania			Total
							(In thousands)
For the year ended December 31, 2007
Revenues:
Oil and natural gas sales	$	34		$	25,873		$	11,857		$	—		$	3,927		$	41,691
Costs and expenses:
Lease operating		—			7,344			2,644			—			2,656			12,644
Exploration expense		2,668			855			2,568			2,224			6,427			14,742
Depreciation, depletion and amortization		265			4,137			10,088			65			6,702			21,257
Dry hole cost		—			3,847			4,500			3,484			10,009			21,840
Impairment of oil and gas properties		—			—			—			—			13,446			13,446
General and administrative		9,675			2,832			3,727			543			536			17,313
(Gain) loss on sale of properties and other assets		(3,155	)		—			(4	)		—			—			(3,159	)
Loss on sale of futures contracts		1,005			—			—			—			—			1,005
Total costs and expenses		10,458			19,015			23,523			6,316			39,776			99,088
Operating income (loss)		(10,424	)		6,858			(11,666	)		(6,316	)		(35,849	)		(57,397	)
Other income (expense)		(1,914	)		(470	)		(23,495	)		(2,562	)		(304	)		(28,745	)
Income (loss) before income taxes		(12,338	)		6,388			(35,161	)		(8,878	)		(36,153	)		(86,142	)
Benefit (provision) for income taxes		3,692			(2,290	)		3,274			—			—			4,676
Income (loss) from continuing operations, net of tax	$	(8,646	)	$	4,098		$	(31,887	)	$	(8,878	)	$	(36,153	)	$	(81,466	)
Selected assets:
Properties and equipment	$	3,905		$	115,666		$	185,844		$	15,968		$	24,082		$	345,465
Accumulated depreciation, depletion, and amortization		(928	)		(37,660	)		(12,342	)		(376	)		(22,208	)		(73,514	)
Oil and natural gas properties, net	$	2,977		$	78,006		$	173,502		$	15,592		$	1,874		$	271,951
Goodwill	$	—		$	4,059		$	883		$	—		$	—		$	4,942
Total assets	$	298,949		$	83,683		$	31,417		$	693		$	(29,271	)	$	385,471
Expenditures for additions to long-lived assets:
Property acquisition costs	$	—		$	—		$	—		$	—		$	—		$	—
Development costs		—			—			59,086			1,672			2,381			63,139
Exploration costs		—			3,847			4,500			3,484			10,009			21,840
Other		398			—			36			—			115			549
Total expenditures for long-lived assets	$	398		$	3,847		$	63,622		$	5,156		$	12,505		$	85,528

F-34

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	United
	States			France			Turkey			Hungary			Romania			Total
							(In thousands)
For the year ended December 31, 2006
Revenues:
Oil and natural gas sales	$	20		$	27,274		$	3,834		$	—		$	2,200		$	33,328
Costs and expenses:
Lease operating		—			7,229			793			—			719			8,741
Exploration expense		1,883			432			799			184			648			3,946
Depreciation, depletion and amortization		264			3,119			748			59			2,089			6,279
Dry hole cost		—			—			—			1,706			—			1,706
General and administrative		5,720			1,905			807			516			557			9,505
(Gain) loss on sale of properties and other assets		—			—			(436	)		—			—			(436	)
Total costs and expenses		7,867			12,685			2,711			2,465			4,013			29,741
Operating income (loss)		(7,847	)		14,589			1,123			(2,465	)		(1,813	)		3,587
Other income (expense)		3,186			187			(1,055	)		(1,484	)		59			893
Income (loss) before income taxes		(4,661	)		14,776			68			(3,949	)		(1,754	)		4,480
Benefit (provision) for income taxes		1,020			(4,256	)		231			—			—			(3,005	)
Income (loss) from continuing operations, net of tax	$	(3,641	)	$	10,520		$	299		$	(3,949	)	$	(1,754	)	$	1,475
Selected assets:
Oil and natural gas properties	$	3,620		$	99,751		$	137,499		$	15,334		$	21,840		$	278,044
Accumulated depreciation, depletion, and amortization		(1,271	)		(30,439	)		(2,893	)		(283	)		(2,059	)		(36,945	)
Oil and natural gas properties, net	$	2,349		$	69,312		$	134,606		$	15,051		$	19,781		$	241,099
Investments in unconsolidated entities	$	2,659		$	—		$	—		$	—		$	—		$	2,659
Goodwill	$	—		$	3,632		$	919		$	—		$	—		$	4,551
Total assets	$	251,422		$	80,574		$	35,209		$	7,745		$	4,638		$	379,588
Expenditures for additions to long-lived assets:
Development costs	$	—		$	15,931		$	86,222		$	1,759		$	6,943		$	110,855
Exploration costs		—			—			—			6,249			7,320			13,569
Other		283			127			228			83			111			832
Total expenditures for long-lived assets	$	283		$	16,058		$	86,450		$	8,091		$	14,374		$	125,256

F-35

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	United
	States			France			Turkey			Hungary			Romania			Total
							(In thousands)
For the year ended December 31, 2005
Revenues:
Oil and natural gas sales	$	22		$	20,572		$	2,817		$	—		$	—		$	23,411
Costs and expenses:
Lease operating		—			5,392			710			—			—			6,102
Exploration expense		1,250			1,011			289			237			153			2,940
Depreciation, depletion and amortization		235			3,513			547			—			—			4,295
Dry hole cost		—			—			1,738			—			—			1,738
General and administrative		4,955			941			468			20			45			6,429
Total costs and expenses		6,440			10,857			3,752			257			198			21,504
Operating income (loss)		(6,418	)		9,715			(935	)		(257	)		(198	)		1,907
Other income (expense)		383			(347	)		2,873			(33	)		1,139			4,015
Income (loss) before income taxes		(6,035	)		9,368			1,938			(290	)		941			5,922
Benefit (provision) for income taxes		2,588			77			(754	)		—			—			1,911
Income (loss) from continuing operations, net of tax	$	(3,447	)	$	9,445		$	1,184		$	(290	)	$	941		$	7,833
Selected assets:
Oil and natural gas properties	$	3,389		$	83,627		$	51,724		$	9,728		$	7,431		$	155,899
Accumulated depreciation, depletion, and amortization		(1,056	)		(24,992	)		(2,146	)		(225	)		—			(28,419	)
Oil and natural gas properties, net	$	2,333		$	58,635		$	49,578		$	9,503		$	7,431		$	127,480
Investments in unconsolidated entities	$	2,251		$	—		$	—		$	—		$	—		$	2,251
Goodwill	$	—		$	3,276		$	919		$	—		$	—		$	4,195
Total assets	$	244,783		$	57,221		$	11,853		$	541		$	1,328		$	315,726
Expenditures for additions to long-lived assets:
Property acquisition costs	$	—		$	—		$	—		$	9,096		$	—		$	9,096
Development costs		—			19,065			27,900			—			7,114			54,079
Other		192			111			236			279			—			818
Total expenditures for long-lived assets	$	192		$	19,176		$	28,136		$	9,375		$	7,114		$	63,993

(1) Amounts reflect reclassifications to discontinued operations.

The following table reconciles the total assets for reportable segments to consolidated assets.

	December 31,
	2007			2006
	(In thousands)
Total assets for reportable segments	$	385,471		$	379,588
Elimination of intersegment receivables and investments		(62,360	)		(62,384	)
Total consolidated assets	$	323,111		$	317,204

F-36

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 16 — Subsequent Event

On February 20, 2008 we entered into the following commodity derivative contracts with Total Oil Trading SA:

Type	Period	Barrels		Floor		Ceiling
Collar	April 1 – 30, 2008		16,000	$	92.25	$	100.25
Collar	May 1 – 31, 2008		16,000	$	92.25	$	100.25
Collar	June 1 – 30, 2008		16,000	$	92.25	$	100.25
Collar	July 1 – 31, 2008		16,000	$	91.75	$	99.75
Collar	August 1 – 31, 2008		16,000	$	91.75	$	99.75
Collar	September 1 – 30, 2008		16,000	$	91.75	$	99.75

NOTE 17 — SUPPLEMENTAL OIL AND NATURAL GAS RESERVES AND STANDARDIZED MEASURE INFORMATION (UNAUDITED)

We retain an independent engineering firm to provide annual year-end estimates of our future net recoverable oil and natural gas reserves. Estimated proved net recoverable reserves we have shown below include only those quantities that we can expect to be commercially recoverable at prices and costs in effect at the balance sheet dates under existing regulatory practices and with conventional equipment and operating methods. Proved developed reserves represent only those reserves that we may recover through existing wells. Proved undeveloped reserves include those reserves that we may recover from new wells on undrilled acreage or from existing wells on which we must make a relatively major expenditure for recompletion or secondary recovery operations.

F-37

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Discounted future cash flow estimates like those shown below are not intended to represent estimates of the fair value of oil and natural gas properties. Estimates of fair value should also consider probable reserves, anticipated future oil and natural gas prices, interest rates, changes in development and production costs and risks associated with future production. Because of these and other considerations, any estimate of fair value is necessarily subjective and imprecise.

	France			Turkey			Romania			Hungary			Total
				Natural Gas (MMcf)
PROVED RESERVES
December 31, 2004		—			—			—			—			—
Revisions of previous estimates		—			—			—			—			—
Extensions, discoveries and other additions		—			6,476			3,486			—			9,962
Sale of reserves		—			—			—			—			—
Production		—			—			—			—			—
December 31, 2005		—			6,476			3,486			—			9,962
Revisions of previous estimates		—			(1,151	)		(1,185	)		—			(2,336	)
Extensions, discoveries and other additions		—			16,099			1,186			950			18,235
Sale of reserves		—			—			—			—			—
Production		—			—			(446	)		—			(446	)
December 31, 2006		—			21,424			3,041			950			25,415
Revisions of previous estimates		—			(8,215	)		(1,671	)		(950	)		(10,836	)
Extensions, discoveries and other additions		—			741			—			—			741
Sale of reserves		—			—			—			—			—
Production		—			(1,011	)		(598	)		—			(1,609	)
December 31, 2007		—			12,939			772			—			13,711
PROVED DEVELOPED
December 31, 2005		—			—			3,486			—			3,486
December 31, 2006		—			—			3,040			950			3,990
December 31, 2007		—			4,248			772			—			5,020
	Oil (MBbls)
PROVED RESERVES
December 31, 2004		11,536			627			—			—			12,163
Revisions of previous estimates		(587	)		77			—			—			(510	)
Extensions, discoveries and other additions		477			—			24			—			501
Sale of reserves		—			—			—			—			—
Production		(448	)		(65	)		—			—			(513	)
December 31, 2005		10,978			639			24			—			11,641
Revisions of previous estimates		(906	)		95			4			—			(807	)
Extensions, discoveries and other additions		—			—			19			1			20
Sale of reserves		—			—			—			—			—
Production		(444	)		(69	)		(6	)		—			(519	)
December 31, 2006		9,628			665			41			1			10,335
Revisions of previous estimates		661			481			(27	)		(1	)		1,114
Extensions, discoveries and other additions		39			—			—			—			39
Sale of reserves		—			(30	)		—			—			(30	)
Production		(360	)		(67	)		(8	)		—			(435	)
December 31, 2007		9,968			1,049			6			—			11,023
PROVED DEVELOPED
December 31, 2005		7,688			378			24			—			8,090
December 31, 2006		6,770			405			41			1			7,217
December 31, 2007		7,170			808			6			—			7,984

F-38

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We have summarized the standardized measure of discounted future net cash flows related to our proved oil and natural gas reserves. We have based the following summary on a valuation of proved reserves using discounted cash flows based on year-end prices, costs and economic conditions and a 10% discount rate. The additions to proved reserves from purchase of reserves in place and new discoveries and extensions could vary significantly from year to year; additionally, the impact of changes to reflect current prices and costs of proved reserves in prior years could also be significant. Accordingly, investors should not view the information presented below as an estimate of the fair value of our oil and natural gas properties, nor should investors consider the information indicative of any trends.

The prices of oil and natural gas at December 31, 2007, 2006, and 2005 used in the table shown below, were $95.72, $57.75 and $56.24 per Bbl of oil, respectively, and $8.91, $6.98 and $5.99 per Mcf of natural gas, respectively

	France		Turkey		Romania			Hungary		Total
	(In thousands)
As of and for the year ended December 31, 2005
Future cash inflows	$	621,765	$	70,498	$	18,574		$	—	$	710,837
Future production costs		223,273		15,267		4,588			—		243,128
Future development costs		30,883		22,317		552			—		53,752
Future income tax expense		113,742		2,736		961			—		117,439
Future net cash flows		253,867		30,178		12,473			—		296,518
10% annual discount for estimated timing of cash flows		144,738		14,390		1,798			—		160,926
Standardized measure of discounted future net cash flows related to proved reserves	$	109,129	$	15,788	$	10,675		$	—	$	135,592
As of and for the year ended December 31, 2006
Future cash inflows	$	551,139	$	185,815	$	21,163		$	5,732	$	763,849
Future production costs		214,474		20,407		5,198			1,658		241,737
Future development costs		33,580		20,757		159			800		55,296
Future income tax expense		95,067		7,114		(602	)		2,057		103,636
Future net cash flows		208,018		137,537		16,408			1,217		363,180
10% annual discount for estimated timing of cash flows		121,828		53,207		3,019			248		178,302
Standardized measure of discounted future net cash flows related to proved reserves	$	86,190	$	84,330	$	13,389		$	970	$	184,877
As of and for the year ended December 31, 2007
Future cash inflows	$	963,444	$	209,405	$	4,495		$	—	$	1,177,344
Future production costs		305,939		29,759		3,202			—		338,900
Future development costs		32,221		22,272		95			—		54,588
Future income tax expense		200,094		6,597		—			—		206,691
Future net cash flows		425,190		150,777		1,198			—		577,165
10% annual discount for estimated timing of cash flows		250,979		66,729		88			—		317,796
Standardized measure of discounted future net cash flows related to proved reserves	$	174,211	$	84,048	$	1,110		$	—	$	259,369

F-39

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following are the principal sources of change in the standardized measure:

	France			Turkey			Romania			Hungary			Total
	(In thousands)
Balance at December 31, 2004		54,600			8,226			—			—			62,826
Sales of oil and natural gas, net		(15,180	)		(2,107	)		—			—			(17,287	)
Net changes in prices and production costs		72,285			3,463			—			—			75,748
Net change in development costs		(2,223	)		(11,356	)		(472	)		—			(14,051	)
Extensions and discoveries		7,723			18,906			11,963			—			38,592
Revisions of previous quantity estimates		(9,507	)		1,347			—			—			(8,160	)
Previously estimated development costs incurred		—			—			—			—			—
Net change in income taxes		(22,271	)		(2,422	)		814			—			(23,879	)
Accretion of discount		8,187			815			—			—			9,002
Other		15,515			(1,084	)		(1,630	)		—			12,801
Balance at December 31, 2005		109,129			15,788			10,675			—			135,592
Sales of oil and natural gas, net		(20,201	)		(3,041	)		(1,481	)		—			(24,723	)
Net changes in prices and production costs		(6,102	)		7,074			2,987						3,959
Net change in development costs		(2,101	)		970			(130	)		(641	)		(1,902	)
Extensions and discoveries		—			65,127			5,159			3,267			73,553
Revisions of previous quantity estimates		(13,781	)		(2,355	)		(4,617	)		—			(20,753	)
Previously estimated development costs incurred		(2,132	)		—			(552	)		—			(2,684	)
Net change in income taxes		9,312			(3,445	)		1,262			(1,656	)		5,473
Accretion of discount		13,570			1,679			989			—			16,238
Other		(1,504	)		2,533			(905	)		—			124
Balance at December 31, 2006		86,190			84,330			13,387			970			184,877
Sales of oil and natural gas, net		(18,529	)		(9,213	)		(1,271	)		—			(29,013	)
Net changes in prices and production costs		120,639			38,613			(7,953	)		—			151,299
Net change in development costs		(266	)		(5,701	)		59			641			(5,267	)
Extensions and discoveries		1,076			3,930			—			—			5,006
Revisions of previous quantity estimates		18,303			(28,262	)		(2,726	)		(3,267	)		(15,952	)
Previously estimated development costs incurred		(1,992	)		(8,523	)		—			—			(10,515	)
Net change in income taxes		(42,760	)		257			448			1,656			(40,399	)
Accretion of discount		11,871			8,492			(841	)		—			19,522
Sale of reserves		—			(967	)		—			—			(967	)
Other		(321	)		1,092			7			—			778
Balance at December 31, 2007	$	174,211		$	84,048		$	1,110		$	—		$	259,369

F-40

EX-4.4

                                                                     EXHIBIT 4.4


                          REGISTRATION RIGHTS AGREEMENT


         REGISTRATION RIGHTS AGREEMENT (this "Agreement") by and among Toreador
Resources Corporation, a Delaware corporation (the "Company"), and each of the
persons listed on the Schedule of Purchasers attached hereto (each referred to
herein as a "Purchaser" and, collectively, as the "Purchasers").

         The Company has agreed, on the terms and subject to the conditions set
forth in the Securities Purchase Agreement of even date herewith (the
"Securities Purchase Agreement"), to issue and sell to each Purchaser shares
(the "Preferred Shares") of the Company's Series A-1 Convertible Preferred
Stock, par value $1.00 per share (the "Preferred Stock"). The Preferred Shares
are convertible pursuant to the Company's Certificate of Designation (the
"Certificate of Designation") into shares (the "Conversion Shares") of the
Company's Common Stock, par value $0.15625 per share (the "Common Stock"). In
order to induce the Purchasers to enter into the Securities Purchase Agreement,
the Company has agreed to provide certain registration rights under the
Securities Act of 1933, as amended (the "Securities Act"), and under applicable
state securities laws. Capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Securities Purchase
Agreement.

         In consideration of each Purchaser entering into the Securities
Purchase Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS.

         For purposes of this Agreement, the following terms shall have the
meanings specified:

         (a) "Final Closing" shall have the meaning set forth in the Securities
Purchase Agreement;

         (b) "Holder" means any person owning or having the right to acquire
Registrable Securities, including initially each Purchaser and thereafter any
permitted assignee thereof;

         (c) "Register", "registered" and "registration" refer to a registration
effected by preparing and filing a registration statement or statements in
compliance with the Securities Act and pursuant to Rule 415 under the Securities
Act ("Rule 415") or any successor rule providing for the offering of securities
on a continuous or delayed basis ("Registration Statement"), and the declaration
or ordering of effectiveness of the Registration Statement by the Securities and
Exchange Commission (the "Commission"); and

         (d) "Registrable Securities" means the Preferred Shares, Conversion
Shares, and any other Preferred Shares or shares of Common Stock issuable
pursuant to the terms of the Preferred Stock, whether as a dividend, payment of
a redemption price or otherwise, and any shares of capital stock issued or
issuable from time to time (with any adjustments) in replacement of, in exchange
for or otherwise in respect of the Preferred Shares or the Conversion Shares,
including without limitation any securities received by a Holder in connection
with an Exchange Transaction (as defined in the Certificate of Designation).





2. REGISTRATION.

         (a) After the Final Closing, the Company shall promptly file under the
Securities Act of 1933, as amended (the "Securities Act"), the Registration
Statement so that the Registrable Securities may be sold in such manner as the
Holders thereof shall determine. In addition, the Company may elect to register
on the Registration Statement for resale shares of Common Stock and preferred
stock held by other holders. The Registration Statement shall state, to the
extent permitted by Rule 416 under the Securities Act, that it also covers such
indeterminate number of shares of Common Stock or preferred stock as may be
required to effect conversion of the Preferred Shares, to prevent dilution
resulting from stock splits, stock dividends or similar events, or by reason of
changes in the Conversion Price in accordance with the terms of the Certificate
of Designation.

         (b) The Company shall take all reasonable action necessary to cause the
Registration Statement to be declared effective as soon as practicable after
filing, but in no event later than 270 days after the initial filing and shall
maintain the effectiveness of the Registration Statement until the earlier to
occur of (i) the date on which all of the Registrable Securities have been sold
pursuant to the Registration Statement and (ii) the date on which all of the
remaining Registrable Securities (in the reasonable opinion of counsel to the
Company) may be immediately sold to the public without registration and without
regard to the amount of Registrable Securities which may be sold by a Holder
thereof at a given time (the "Registration Period").

3. OBLIGATIONS OF THE COMPANY.

         In addition to performing its obligations hereunder, including those
pursuant to Sections 2(a) and 2(b) above, the Company shall:

         (a) prepare and file with the Commission such amendments and
supplements to the Registration Statement and the prospectus used in connection
with the Registration Statement as may be necessary to comply with the
provisions of the Securities Act or to maintain the effectiveness of the
Registration Statement during the Registration Period, or as may be reasonably
requested by a Holder in order to incorporate information concerning such Holder
or such Holder's intended method of distribution;

         (b) furnish to each Holder such number of copies of the prospectus
included in such Registration Statement, including a preliminary prospectus, in
conformity with the requirements of the Securities Act, and such other documents
as such Holder may reasonably request in order to facilitate the disposition of
such Holder's Registrable Securities;

         (c) use all commercially reasonable efforts to register or qualify the
Registrable Securities under the securities or "blue sky" laws of such
jurisdictions within the United States as shall be reasonably requested from
time to time by a Holder, and do any and all other acts or things which may be
necessary or advisable to enable such Holder to consummate the public sale or
other disposition of the Registrable Securities in such jurisdictions; provided
that the Company shall not be required in connection therewith or as a condition
thereto to qualify to do business or to file a general consent to service of
process in any such jurisdiction;

         (d) notify each Holder immediately upon the occurrence of any event as
a result of which the prospectus included in such Registration Statement, as
then in effect, contains an untrue statement of material fact or omits to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing,
and (except during a Blackout Period) as promptly as practicable, prepare, file
and furnish to each Holder a reasonable number



                                      -2-


of copies of a supplement or an amendment to such prospectus as may be necessary
so that such prospectus does not contain an untrue statement of material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading in light of the circumstances then
existing. For purposes hereof, "Blackout Period" means such day or days, not to
exceed an aggregate of thirty (30) days during any period of twelve (12)
consecutive months, with respect to which the Board of Directors of the Company
determines in good faith (A) that an amendment or supplement to the Registration
Statement or prospectus contained therein is necessary, in light of subsequent
events, in order to correct a material misstatement made therein or to include
information the absence of which would render the Registration Statement or such
prospectus materially misleading and (B) that the filing of such amendment or
supplement would result in the disclosure of information which the Company has a
bona fide business purpose for preserving as confidential; provided that the
Company shall be entitled to impose no more than three (3) Blackout Periods
during any period of twelve (12) consecutive months;

         (e) use all commercially reasonable efforts to prevent the issuance of
any stop order or other order suspending the effectiveness of such Registration
Statement and, if such an order is issued, to obtain the withdrawal thereof at
the earliest possible time and to notify each Holder of the issuance of such
order and the resolution thereof;

         (f) furnish to each Holder, on the date that such Registration
Statement becomes effective, a letter, dated such date, of outside counsel
representing the Company (and reasonably acceptable to such Holder) addressed to
such Holder, confirming the effectiveness of the Registration Statement and, to
the knowledge of such counsel, the absence of any stop order;

         (g) provide each Holder and its representatives the opportunity to
conduct a reasonable inquiry of the Company's financial and other records during
normal business hours and make available its officers, directors and employees
for questions regarding information which such Holder may reasonably request in
order to fulfill any due diligence obligation on its part; and

         (h) permit counsel for each Holder (at such Holder's expense) to review
such Registration Statement and all amendments and supplements thereto a
reasonable period of time prior to the filing thereof with the Commission.

4. OBLIGATIONS OF EACH HOLDER.

         In connection with the registration of the Registrable Securities
pursuant to the Registration Statement, each Holder shall:

         (a) furnish to the Company such information regarding itself and the
intended method of disposition of Registrable Securities as the Company shall
reasonably request in order to effect the registration thereof;

         (b) upon receipt of any notice from the Company of the happening of any
event of the kind described in Sections 3(d) or 3(e), immediately discontinue
disposition of Registrable Securities pursuant to the Registration Statement
until the filing of an amendment or supplement as described in Section 3(f) or
withdrawal of the stop order referred to in Section 3(e);

         (c) to the extent required by applicable law, deliver a prospectus to
each purchaser of Registrable Securities; and



                                      -3-


         (d) notify the Company when it has sold all of the Registrable
Securities theretofore held by it.

5. INDEMNIFICATION.

         In the event that any Registrable Securities are included in a
Registration Statement under this Agreement:

         (a) To the extent permitted by law, the Company shall indemnify and
hold harmless each Holder, the officers, directors, employees, agents and
representatives of such Holder, and each person, if any, who controls such
Holder within the meaning of the Securities Act or the Securities Exchange Act
of 1934, as amended (the "1934 Act"), against any losses, claims, damages,
liabilities or reasonable out-of-pocket expenses (whether joint or several)
(collectively, including legal or other expenses reasonably incurred in
connection with investigating or defending same, "Losses"), insofar as any such
Losses arise out of or are based upon (i) any untrue statement or alleged untrue
statement of a material fact contained in such Registration Statement, including
any preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto, or (ii) the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading. The Company will reimburse such Holder, and each such
officer, director, employee, agent, representative or controlling person for any
legal or other expenses as reasonably incurred by any such entity or person in
connection with investigating or defending any Loss; provided, however, that the
foregoing indemnity shall not apply to amounts paid in settlement of any Loss if
such settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld), nor shall the Company be obligated to
indemnify any person for any Loss to the extent that such Loss arises out of or
is based upon and in conformity with written information furnished by such
person expressly for use in such Registration Statement; and provided, further,
that the Company shall not be required to indemnify any person to the extent
that any Loss results from such person selling Registrable Securities (i) to a
person to whom there was not sent or given, at or prior to the written
confirmation of the sale of such shares, a copy of the prospectus, as most
recently amended or supplemented, if the Company has previously furnished or
made available copies thereof or (ii) during any period following written notice
by the Company to such Holder of an event described in Section 3(d) or 3(e).

         (b) To the extent permitted by law, each Holder, acting severally and
not jointly, shall indemnify and hold harmless the Company, the officers,
directors, employees, agents and representatives of the Company, and each
person, if any, who controls the Company within the meaning of the Securities
Act or the 1934 Act, against any Losses to the extent (and only to the extent)
that any such Losses arise out of or are based upon and in conformity with
written information furnished by such Holder expressly for use in such
Registration Statement; and such Holder will reimburse any legal or other
expenses as reasonably incurred by the Company and any such officer, director,
employee, agent, representative, or controlling person, in connection with
investigating or defending any such Loss; provided, however, that the foregoing
indemnity shall not apply to amounts paid in settlement of any such Loss if such
settlement is effected without the consent of such Holder, which consent shall
not be unreasonably withheld; provided, that, in no event shall any indemnity
under this Section 5(b) exceed the net purchase price of securities sold by such
Holder under the Registration Statement.

         (c) Promptly after receipt by an indemnified party under this Section 5
of notice of the commencement of any action (including any governmental action),
such indemnified party will, if a claim in respect thereof is to be made against
any indemnifying party under this Section 5, deliver to the indemnifying party a
written notice of the commencement thereof and the indemnifying party shall have



                                      -4-


the right to participate in and to assume the defense thereof with counsel
mutually satisfactory to the parties; provided, however, that an indemnified
party shall have the right to retain its own counsel, with the reasonably
incurred fees and expenses of one such counsel to be paid by the indemnifying
party, if representation of such indemnified party by the counsel retained by
the indemnifying party would be inappropriate under applicable standards of
professional conduct due to actual or potential conflicting interests between
such indemnified party and any other party represented by such counsel in such
proceeding. The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action, to the extent
prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section
5 with respect to such action, but the omission so to deliver written notice to
the indemnifying party will not relieve it of any liability that it may have to
any indemnified party otherwise than under this Section 5 or with respect to any
other action.

         (d) In the event that the indemnity provided in subsection (a) or (b)
of this Section 5 is unavailable or insufficient to hold harmless an indemnified
party for any reason, the Company and each Holder agree, severally and not
jointly, to contribute to the aggregate Losses to which the Company or such
Holder may be subject in such proportion as is appropriate to reflect the
relative fault of the Company and such Holder in connection with the statements
or omissions which resulted in such Losses; provided, however, that in no case
shall such Holder be responsible for any amount in excess of the net purchase
price of securities sold by it under the Registration Statement. Relative fault
shall be determined by reference to whether any alleged untrue statement or
omission relates to information provided by the Company or by such Holder. The
Company and each Holder agree that it would not be just and equitable if
contribution were determined by pro rata allocation or any other method of
allocation which does not take account of the equitable considerations referred
to above. Notwithstanding the provisions of this paragraph (d), no person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who is not
guilty of such fraudulent misrepresentation. For purposes of this Section 5,
each person who controls a Holder within the meaning of either the Securities
Act or the Exchange Act and each officer, director, employee, agent or
representative of such Holder shall have the same rights to contribution as such
Holder, and each person who controls the Company within the meaning of either
the Securities Act or the Exchange Act and each officer, director, employee,
agent or representative of the Company shall have the same rights to
contribution as the Company, subject in each case to the applicable terms and
conditions of this subsection (d).

         (e) The obligations of the Company and each Holder under this Section 5
shall survive the conversion or redemption, if any, of the Preferred Shares, the
completion of any offering of Registrable Securities pursuant to a Registration
Statement under this Agreement, or otherwise.

6. REPORTS.

         With a view to making available to each Holder the benefits of Rule 144
under the Securities Act ("Rule 144") and any other similar rule or regulation
of the Commission that may at any time permit such Holder to sell securities of
the Company to the public without registration, the Company agrees to:

         (a) make and keep public information available, as those terms are
understood and defined in Rule 144;

         (b) file with the Commission in a timely manner all reports and other
documents required of the Company under the Securities Act and the 1934 Act; and



                                      -5-


         (c) furnish to such Holder, so long as such Holder owns any Registrable
Securities, forthwith upon request (i) a written statement by the Company, if
true, that it has complied with the reporting requirements of Rule 144, the
Securities Act and the 1934 Act, (ii) a copy of the most recent annual or
quarterly report of the Company and such other reports and documents so filed by
the Company, and (iii) such other information as may be reasonably requested in
availing such Holder of any rule or regulation of the Commission which permits
the selling of any such securities without registration.

7. MISCELLANEOUS.

         (a) Expenses of Registration. All expenses, other than underwriting
discounts and commissions and fees and expenses of counsel to each Holder,
incurred in connection with the registrations, filings or qualifications
described herein, including (without limitation) all registration, filing and
qualification fees, printers' and accounting fees and the fees and disbursements
of counsel for the Company shall be borne by the Company.

         (b) Amendment; Waiver. Any provision of this Agreement may be amended
only pursuant to a written instrument executed by the Company and Holders of at
least two thirds (2/3) of the Registrable Securities then issued or issuable.
Any waiver of the provisions of this Agreement may be made only pursuant to a
written instrument executed by the party against whom enforcement is sought. Any
amendment or waiver effected in accordance with this paragraph shall be binding
upon each Holder, each future Holder, and the Company. The failure of any party
to exercise any right or remedy under this Agreement or otherwise, or the delay
by any party in exercising such right or remedy, shall not operate as a waiver
thereof. Provided, however, that upon the issuance of additional shares of
Series A-1 Preferred Stock subsequent to the date hereof and in accordance with
the Securities Purchase Agreement, without any further consent or acknowledgment
of the Holders party hereto, the Company may add additional holders of Series
A-1 Preferred Stock to this Agreement from time to time. Any such additional
holders joining this Agreement shall execute a signature page to this Agreement,
which signature page shall be countersigned by the Company and the original
appended to this Agreement. A photocopy of such appended signature page shall be
sent to each prior Holder party to this Agreement as soon as practicable
following the Final Closing.

         (c) Notices. Any notice, demand or request required or permitted to be
given by any party to any other party pursuant to the terms of this Agreement
shall be in writing and shall be deemed given (i) when delivered personally or
by verifiable facsimile transmission (with an original to follow) on or before
5:00 p.m., central time, on a business day or, if such day is not a business
day, on the next succeeding business day, (ii) on the next business day after
timely delivery to a nationally-recognized overnight courier and (iii) on the
third business day after deposit in the U.S. mail (certified or registered mail,
return receipt requested, postage prepaid), addressed to the parties as follows:

                  If to the Company:

                  Toreador Resources Corporation
                  4809 Cole Avenue, Suite 108
                  Dallas, Texas 75205
                  Attn.: Chief Executive Officer
                  Fax: 214-559-3933



                                      -6-


                  with a copy to:

                  Haynes and Boone, LLP
                  901 Main Street, Suite 3100
                  Dallas, Texas 75202
                  Attn.: Janice V. Sharry
                  Tel: 214-651-5562
                  Fax: 214-651-5940

and if to any Holder, to such address as shall be designated by such Holder in
writing to the Company.

         (d) Termination. This Agreement shall terminate on the earlier to occur
of (a) the end of the Registration Period and (b) the date on which all of the
Registrable Securities have been publicly distributed; but any such termination
shall be without prejudice to (i) the parties' rights and obligations arising
from breaches of this Agreement occurring prior to such termination and (ii) the
indemnification and contribution obligations under this Agreement.

         (e) Assignment. The rights of a Holder hereunder shall be assigned
automatically to any transferee of the Preferred Shares or Registrable
Securities from such Holder as long as: (i) the Company is, within a reasonable
period of time following such transfer, furnished with written notice of the
name and address of such transferee, (ii) the transferee agrees in writing with
the Company to be bound by all of the provisions hereof and (iii) such transfer
is made in accordance with the applicable requirements of the Securities
Purchase Agreement.

         (f) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which
together shall be deemed one and the same instrument. This Agreement, once
executed by a party, may be delivered to any other party hereto by facsimile
transmission.

         (g) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas without regard to the conflict of
laws provisions thereof. Each party hereby irrevocably submits to the
non-exclusive jurisdiction of the state and federal courts sitting in the City
of Dallas, Dallas County, for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper.



                                      -7-


                 SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT

         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date indicated by their signature.


PURCHASER NAME:  H. R. Sanders, Jr.                  Dated: October 28, 2002
               ---------------------------                         ----



By: /s/ H. R. Sanders, Jr.
   ----------------------------------------------
   Name: H. R. Sanders, Jr.
   Title:
   Address: 390 CR 1526
            Morgan, TX 76671
   Facsimile: 254-622-2636



Accepted this 1st day of November, 2002.

TOREADOR RESOURCES CORPORATION



By: /s/ G. Thomas Graves III
   ----------------------------------------------
   Name:  G. Thomas Graves III
   Title: President and Chief Executive Officer



                                      -8-


                 SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT

         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date indicated by their signature.


PURCHASER NAME:  John Mark McLaughlin                Dated: October 29, 2002
               ---------------------------                         ----



By: /s/ John Mark McLaughlin
   ----------------------------------------------
   Name: John Mark McLaughlin
   Title:
   Address: 2201 Sherwood Way #201
            San Angelo, Texas 76901
   Facsimile: 915-947-4859



Accepted this 1st day of November, 2002.

TOREADOR RESOURCES CORPORATION



By: /s/ G. Thomas Graves III
   ----------------------------------------------
   Name:  G. Thomas Graves III
   Title: President and Chief Executive Officer



                                      -9-


                 SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT

         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date indicated by their signature.


PURCHASER NAME:  William I. Lee                      Dated: October 29, 2002
               ---------------------------                         ----



By: /s/ William I. Lee
   ----------------------------------------------
   Name: William I. Lee
   Title:
   Address: 4809 Cole Ave.
            Dallas, Texas 75205
   Facsimile:



Accepted this 1st day of November, 2002.

TOREADOR RESOURCES CORPORATION



By: /s/ G. Thomas Graves III
   ----------------------------------------------
   Name:  G. Thomas Graves III
   Title: President and Chief Executive Officer



                                      -10-


                 SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT

         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date indicated by their signature.


PURCHASER NAME: Herbert and Paulyne Brewer 1992 Trust    Dated: October 25, 2002
               ---------------------------                             ----



By: /s/ Herbert L. Brewer
   ----------------------------------------------
   Name: Herbert L. Brewer
   Title: Trustee
   Address:

   Facsimile:



Accepted this 1st day of November, 2002.

TOREADOR RESOURCES CORPORATION



By: /s/ G. Thomas Graves III
   ----------------------------------------------
   Name:  G. Thomas Graves III
   Title: President and Chief Executive Officer



                                      -11-


                 SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT

         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date indicated by their signature.


PURCHASER NAME:  Herbert L. Brewer                   Dated: October 25, 2002
               ---------------------------                         ----



By: /s/ Herbert L. Brewer
   ----------------------------------------------
   Name: Herbert L. Brewer
   Title:
   Address:

   Facsimile:



Accepted this 1st day of November, 2002.

TOREADOR RESOURCES CORPORATION



By: /s/ G. Thomas Graves III
   ----------------------------------------------
   Name:  G. Thomas Graves III
   Title: President and Chief Executive Officer



                                      -12-

EX-4.11

Exhibit 4.11

FIRST AMENDMENT TO

REGISTRATION RIGHTS AGREEMENT

     This First Amendment to the Registration Rights Agreement (the “Registration Rights Agreement”) is executed effective as of February 15, 2008 (the “Effective Date”), by and among Toreador Resources Corporation, a Delaware corporation (the “Company”), Capital Ventures International (“Capital Ventures”) and Goldman, Sachs & Co. (“Goldman”).

WITNESSETH:

     A. Due to a change in Rule 144 promulgated pursuant to the 1933 Act, the Company, Capital Ventures and Goldman have agreed to enter into this amendment to the Registration Rights Agreement (the “Amendment”) to modify certain requirements of the Company under the Registration Rights Agreement.

     B. Section 11 of the Registration Rights Agreement permits the Registration Rights Agreement to be amended by the written consent of the Company and holders of two thirds of the Registrable Securities and provides that an amendment approved in accordance with Section 11 of the Registration Rights Agreement is binding on each of Capital Ventures, Goldman, SF Capital Partners Ltd., Old Lane, LP on behalf of Old Lane Cayman Master Fund, LP, Old Lane, LP on behalf of Old Lane HMA Master Fund, LP and Old Lane, LP on behalf of Old Lane US Master Fund, LP (collectively, the “Buyers”).

     C. Unless otherwise defined herein, all terms used herein with their initial letter capitalized shall have the meaning given such terms in the Registration Rights Agreement.

     NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the Company, Capital Ventures and Goldman hereby agree as follows:

     1. Amendments. Subject to the terms and conditions contained herein, the Registration Rights Agreement is hereby amended effective as of the Effective Date, in the manner provided in this Section 1.

          1.1 Amendment to Section 2(d). Section 2(d) of the Registration Rights Agreement is deleted in its entirety.

          1.2 Amendment to Section 3(a). Section 3(a) of the Registration Rights Agreement is amended to read in full as follows:

     The Company shall submit to the SEC, within five Business Days after the Company learns that no review of a particular Registration Statement will be made by the staff of the SEC or that the staff of the SEC has no further comments on a particular Registration Statement, as the case may be, a request for acceleration of effectiveness of such Registration Statement to a time and date not later than 48 hours after the submission of such request. The Company shall keep such Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) the date as of which the

Investors may sell all of the Registrable Securities covered by such Registration Statement pursuant to Rule 144(b)(1)(i) (or any successor thereto) promulgated under the 1933 Act or (ii) the date on which Investors shall have sold all the Registrable Securities covered by such Registration Statement (the “Registration Period”). The Company shall ensure that each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading.

          1.3 Effectiveness of Amendment. This Amendment shall be effective automatically and without the necessity of any further action by the Company or any Buyers when counterparts hereof have been executed by the Company, Capital Ventures and Goldman (which may include telecopy or other electronic transmission of a signed signature page of this Amendment).

     2. Miscellaneous.

          2.1 Counterparts. This Amendment may be executed in counterparts, and all signatories need not execute the same counterpart. Facsimiles or other electronic communications (e.g., pdf) shall be effective as originals.

          2.2 Complete Agreement. THIS AMENDMENT AND THE REGISTRATION RIGHTS AGREEMENT REPRESENT THE FINAL AGREEMENT WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS WITH RESPECT TO THE SUBJECT MATTER OF THIS AMENDMNET AND THE REGISTRATION RIGHTS AGREEMENT.

          2.3 Headings. The headings, captions and arrangements used in this Amendment are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of this Amendment, nor affect the meaning thereof.

          2.4 Reference to Agreement. The Registration Rights Agreement and any and all other agreements, documents, or instruments now or hereafter executed and delivered pursuant to the terms hereof, are hereby amended so that any reference in such documents to the Registration Rights Agreement shall mean a reference to the Registration Rights Agreement as amended hereby.

          2.5 Severability. Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.

          2.6 Applicable Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York in accordance with Section 12(d) of the Registration Rights Agreement.

2

     IN WITNESS WHEREOF, the signatories hereto have caused this Amendment to be duly executed by their respective authorized officers on the date and year first above written.

TOREADOR RESOURCES CORPORATION
By:	/s/ Nigel Lovett
	Nigel Lovett, President and Chief Executive
	Officer
CAPITAL VENTURES INTERNATIONAL (Owner of 1,023,666 Registrable Securities)
By:	Heights Capital Management, Inc., its Authorized agent
By:	/s/ Martin Kobinger
	Martin Kobinger, Investment Manager
GOLDMAN, SACHS & CO. (Owner of 1,066,666 Registrable Securities)
By:	/s/ Albert Dombrowski
	Albert Dombrowski, Authorized Signatory

3

EX-5.1

Exhibit 5.1

GÜNEL & KAYA
Attorney at Law

March 6, 2008

Toreador Resources Corp.
13760 Noel Road., Suite 1100
Dallas, Tx 75240 — 1383

Re: Current status of Toreador’s properties in Turkey.

Pursuant to your request dated March 4, 2008, please find below the information related with the Toreador’s exploration licenses, exploitation leases in Turkey and the current legal status of such licenses and leases under the Petroleum Law in Turkey.

Petroleum Law dated March 7, 1954 and numbered 6326 (the “Petroleum Law”)determines that the oil and gas companies first should be registered to be a petroleum right holder, in order to be entitled to obtain an exploration license or exploitation lease. Toreador is registered as petroleum right holders pursuant to Petroleum Law in Turkey.

Toreador currently owns a a 50% undivided interest in each exploration license AR/TOR-HEM/ 3914, 3915, 3916, 3917, 3918, 3919, 4031 and a 100% undivided interest in each exploration license AR/TOR/4322, 4323, 4324 in Marmara Petroleum District I; 36.75% undivided interest in each exploration license AR/TOR-SET /3498, 4399, 3500, 3501, 3502, 3503, 3504, 3505 in Bolu Petroleum District II;, a 100% undivided interest in each exploration license AR/TOR/4016, 4017, 4261 in Corum Petroleum District IV, a 100% undivided interest in each exploration license AR/TOR/4042, 4043, 4044 in Erzurum Petroleum District VII, a 100% undivided interest in each exploration license AR/TOR/4178, 4179, 4180, 4181, 4182, 4183, 4184, 4185 in Van Petroleum District IX, a 100% undivided interest in each exploration license AR/TOR/4069 in Siirt Petroleum District X, a 100% undivided interest in each exploration license AR/TOR/4165 in Gaziantep Petroleum District XII and 19.6% of the exploitation lease AR/TPO-TOR/3205, 3206 in Gaziantep Petroleum District XII (Cendere Fields).

The Petroleum Law also stipulates the rights and obligations of the petroleum right holders who hold either exploration licenses or exploitation leases. The holders of an interest in an exploration license or an exploitation lease or in any of the petroleum rights arising from those shall be in proportion to their interests and shall enjoy the rights granted by the Petroleum Law and be subject to the obligations in the Petroleum Law.

According to the Article 50 of the Petroleum Law, an exploration license confers to its holder the rights to do geological investigation, to do geological investigation for the purpose of determining its own petroleum prospects, as though a permittee, outside the

Cinnah Caddesi 40/2, Çankaya /ANKARA-TURKEY
Phone: +903124405660 Facsimile: +903124405022
info@kaya-gunel.com

1

GÜNEL & KAYA
Attorney at Law

license area, to conduct exploratory or development drilling and to produce petroleum from the area (exclusive of others), and to apply for a exploitation lease after having made a discovery in the license area. However, the restrictions and conditions relating to operations and compatible with the objective of Petroleum Law may be included in the licence to be granted.

Article 55 of the Petroleum Law stipulates the term, extension rights and conditions of the exploration license. Article 55 of the Petroleum Law is as follows:

Article 55: 1.The term of a licence is four years.

                 2.Provided a licence continues exploration with due diligence and in compliance with the Law, in any one of the licences in a district, the term of his licences in that district may be extended for a period not exceeding two years depending on the requirements.

                 However, in case the licencee’s operations at the end of the second year are in a state which may possibly give rise to a discovery, the Council of Ministers may further extend the period for up to two years, against guaranty, provided that an application to that effect is made with an appropriate program. The kind and amount of the guaranty shall be established by the Council of Ministers. In the event of failure to comply with the terms specific in the program, the guaranty shall be retained by the Treasury as revenue.

                 3.Extensions under this article, except under the provisions of Sub-article 4 shall not result in an extension of the term of a licence for more than eight years from its original effective date.

                 4.When a licencee makes a discovery on his licence area, The General Directorate can extend the term of his licence for a period, not exceeding 3 years, sufficient for the licencee to define the petroleum field.

                 5.Terms as indicated above may be increased by 50 percent in the case of offshore explorations.

Consequently, a petroleum right holder holding an onshore exploration license has a right to request the extension of the holder’s exploration license for a period of up to 4 years and for an offshore exploration license, the holder has the right to apply for an extention for a period of 6 years provided that the holder complies fully with the terms and conditions seth forth above. By taking into consideration the General Directorate Petroleum Affairs’ (the “GDPA”) applications, it can be stated that the GDPA extends exploration license terms of any petroleum right holder who has complied fully with such holder’s obligations arising from the Petroleum Law.

Cinnah Caddesi 40/2, Çankaya /ANKARA-TURKEY
Phone: +903124405660 Facsimile: +903124405022
info@kaya-gunel.com

2

GÜNEL & KAYA
Attorney at Law

Exploration licenses granted in accordance with the Petroleum Law grant the holder the exclusive right to convert such license into an exploitation lease in case of an oil and/or gas discovery. A petroleum right holder who has made a discovery in such holder’s license area, and who while the license is in effect applies for a lease in accordance with the Petroleum Law, shall be granted a exploitation lease for any areas or areas chosen by him from the exploration license, not exceeding one-half of such exploration area. Upon the grant of the exploitation lease, the exploration license shall expire. However, the petroleum right holder may re-apply for an exploration license for the remaining part of the exploration license area in accordance with the article 63 of the Petroleum Law.

The terms and extension period of exploitation leases are stipulated in article 65 of the Petroleum Law and in accordance with this article, the term of the exploitation lease shall be 20 years from its effective date. In case of the exploration license that has been extended for development under sub-article 4 of Article 55 of the Petroleum Law after a discovery on the license area, the time of such extension shall be credited as part of the term of the exploitation leases. Since Toreador has made a gas discovery on its South Akcakoca Sub-Basin exploration license, upon application, the exploration license covering the area in which the gas discovery was made will be converted into an exploitation lease with an initial period of 20 years.

According to the said article, upon application by a lessee who has complied fully with his obligations, his exploitation lease may be renewed twice by decision of the Council of Ministers for a total additional term not exceeding 10 years each time if found appropriate with the national interest, technical and economical terms and so proposed by the GDPA.

In the light of practices of GDPA, it can be clearly stated that, renewal applications of petroleum right holders holding exploitation leases, continuing the production of economical quantities of petroleum and complying fully with its obligations arising from Petroleum Law shall not be denied by GDPA. Based on conversations with the GDPA Registration Department, since 1998, there have been at least 48 renewals of exploitation permits, with a majority of those renewals occurring since 2001, and as of March 6, 2008, the GDPA has never denied the renewal of an exploitation permit and there have been 69 exploration licenses have been converted into exploitation leases, and as of March 6, 2008, the GDPA has never denied the conversion of an exploration license into an exploitation lease.

It is stipulated in article 68 of the Petroleum Law that, if a petroleum right holder has, by the end of the first year of the holder’s exploitation lease, not produced petroleum from that exploitation area in economical quantities, the GDPA shall, by taking also economic production conditions into account, grant a period of 90 days. Should within this period the lessee still not have produced petroleum in economical quantities, the exploitation lease

Cinnah Caddesi 40/2, Çankaya /ANKARA-TURKEY
Phone: +903124405660 Facsimile: +903124405022
info@kaya-gunel.com

3

GÜNEL & KAYA
Attorney at Law

shall lapse. If a petroleum right holder has produced petroleum in economical quantities from the lease area and production has thereafter ceased, the GDPA may, after the expiration of the first year of the lease, serve upon the holder a notice requiring production in economical quantities to be resumed within a period of at least 90 days. If in spite of the notice and due to non existence of force majeure the petroleum right holder does not resume production in economical quantities, the exploitation lease shall expire at the end of the stated period. However, no notice shall be executed before the expiration of 3 months from the cessation of production and before the expiration of one year from the cessation of production if exploratory or development drillings on the lease area are being carried out with due diligence.

In accordance with the Petroleum Law, an applicant or holder of a petroleum right may appeal to the Minister of Energy and Natural Resources under the Petroleum Law following the notification of the decision taken by the GDPA affecting the applicant’s or holder’s rights arising from an application, permit, exploration license, exploitation lease or certificate. Any disputes arising from the GDPA’S or Council of Minister and Minister of Energy and Natural Resources decisions shall be settled by Council of State.

We hereby consent to the filing of this opinion in the Annual Report on Form 10-K for the year ended December 31, 2007 and to the reference to our firm in such Annual Report on Form 10-K and any summaries of our opinion contained in such Annual Report on Form 10-K.

In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities Exchange Commission thereunder.

/s/ Berfu Kaya

Berfu Kaya
Senior Partner
Gunel & Kaya Law Office

Cinnah Caddesi 40/2, Çankaya /ANKARA-TURKEY
Phone: +903124405660 Facsimile: +903124405022
info@kaya-gunel.com

4

EX-10.4

                                                                    EXHIBIT 10.4

                              AMENDMENT NUMBER ONE
                                     TO THE
                         TOREADOR RESOURCES CORPORATION
                   AMENDED AND RESTATED 1990 STOCK OPTION PLAN


         THIS AMENDMENT NUMBER ONE TO THE TOREADOR RESOURCES CORPORATION AMENDED
AND RESTATED 1990 STOCK OPTION PLAN (this "Amendment"), dated as of May 30, 2002
is made and entered into by Toreador Resources Corporation, a Delaware
corporation (the "Company"). Terms used in this Amendment with initial capital
letters that are not otherwise defined herein shall have the meanings ascribed
to such terms in the Toreador Resources Corporation Amended and Restated 1990
Stock Option Plan (the "Plan").

                                    RECITALS

WHEREAS, Article VIII of the Plan provides that the Board of Directors of the
Company (the "Board") may amend the Plan at any time; and

WHEREAS, the Board desires to amend the Plan to more accurately reflect its
original intent to grant officers, key employees and key consultants of the
Corporation or its affiliates stock options under either the 1990, 1994, or 2002
Stock Option Plan; and

WHEREAS, the Board submitted the proposal to amend the Plan to the Company's
stockholders at the 2002 Annual Meeting of Stockholders; and

NOW, THEREFORE, in accordance with Article VIII of the Plan, the Company hereby
amends the Plan as follows:

1. Article III of the Plan is hereby amended effective May 30, 2002 by deleting
said Article in its entirety and substituting in lieu thereof the following:

         Subject to the provisions of Articles XI and XII of the Plan, the
         maximum number of shares of Common Stock issuable pursuant to the
         exercise of Stock Options granted under the Plan shall be 1,000,000
         shares of Common Stock. The Committee and the appropriate officers of
         the Corporation shall from time to time take whatever actions are
         necessary to execute, acknowledge, file and deliver any documents
         required to be filed with or delivered to any governmental authority or
         any stock exchange or transaction reporting system on which shares of
         Common Stock are listed or quoted in order to makes shares of Common
         Stock available for issuance pursuant to this Plan. Shares of Common
         Stock subject to Stock Options that (i) are forfeited or terminated,
         (ii) expire unexercised, (iii) are settled in cash in lieu of Common
         Stock, or (iv) are exchanged for Common Stock owned by the Participant
         upon exercise of a Stock Option, shall immediately become available for
         the subsequent granting of Stock Options; provided, however, that in no
         event shall the number of shares of Common Stock subject to Incentive
         Stock Options exceed, in the aggregate 1,000,000 shares of Common Stock
         plus shares subject to Incentive Stock Options which are forfeited or
         terminated, or expire unexercised. Shares to be


                                       1


         distributed and sold may be made available from either authorized but
         unissued Common Stock or Common Stock or Common Stock held by the
         Corporation in its treasury.

2. Except as expressly amended by this Amendment, the Plan shall continue in
full force and effect in accordance with the provisions thereof.

                           [Signature Page to Follow]



                                       2


IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed as
of the date first written above, by its Chief Executive Officer and Secretary
pursuant to prior action taken by the Board and by the stockholders.

                                       TOREADOR RESOURCES CORPORATION


                                       By:   /s/ G. Thomas Graves III
                                             -----------------------------------
                                             G. Thomas Graves III
                                             President and CEO


Attest:

/s/ Gerry Cargile
- -------------------------------
Gerry Cargile
Secretary


                                       3

EX-10.5

                                                                    EXHIBIT 10.5

                              AMENDMENT NUMBER TWO
                                     TO THE
                         TOREADOR RESOURCES CORPORATION
                   AMENDED AND RESTATED 1990 STOCK OPTION PLAN


         THIS AMENDMENT NUMBER TWO TO THE TOREADOR RESOURCES CORPORATION AMENDED
AND RESTATED 1990 STOCK OPTION PLAN (this "Amendment"), dated as of May 30, 2002
is made and entered into by Toreador Resources Corporation, a Delaware
corporation (the "Company"). Terms used in this Amendment with initial capital
letters that are not otherwise defined herein shall have the meanings ascribed
to such terms in the Toreador Resources Corporation Amended and Restated 1990
Stock Option Plan (the "Plan").

                                    RECITALS

WHEREAS, Article VIII of the Plan provides that the Board of Directors of the
Company (the "Board") may amend the Plan at any time; and

WHEREAS, the Board desires to amend the Plan to more clearly reflect its
original intent to grant Nonemployee Directors of the Corporation or its
affiliates automatic stock options under one stock option plan; and

NOW, THEREFORE, in accordance with Article VIII of the Plan, the Company hereby
amends the Plan as follows:

1. Article IV of the Plan is hereby amended effective May 30, 2002 by deleting
said Article in its entirety and substituting in lieu thereof the following:

                  4.1 Eligibility. The Committee shall, from time to time,
         select the particular officers, key employees, and key consultants of
         the Corporation and its Affiliates to whom the Stock Options are to be
         granted and/or distributed in recognition of each such Participant's
         contribution to the Corporation's or the Affiliate's success.
         Nonemployee Directors who do not elect to decline to participate
         pursuant to the following sentence will be eligible to receive Stock
         Options as provided in Section 4.2 of this Plan, unless such
         Nonemployee Directors receive similar Stock Options pursuant to another
         stock option plan of the Corporation or its Affiliates. A director
         otherwise eligible to participate in the Plan may make an irrevocable,
         one-time election, by written notice to the Committee within ten (10)
         days after his or her initial election to the Board, to decline to
         participate in the Plan.

                  4.2 Grant of Stock Options. All grants of Stock Options under
         this Article IV shall be awarded by the Committee. Each grant of Stock
         Options shall be evidenced by an Option Agreement setting forth the
         total number of shares subject to the Stock Option, the option exercise
         price, the term of the Stock Option, the vesting schedule, and such
         other terms and provisions as are approved by the Committee, but,
         except to the extent permitted herein, are not inconsistent with the
         Plan. In the case of an Incentive Stock Option, the Option Agreement
         shall also include provisions that may be necessary to assure that the
         option is an Incentive Stock Option under the Code. The Corporation
         shall



         execute Option Agreements upon instructions from the Committee. Any
         Nonemployee Director who does not, in accordance with Section 4.1,
         decline to participate and does not receive a similar Stock Option
         pursuant to another stock option plan of the Corporation or its
         Affiliates shall, on the date that is ten (10) days after his or her
         initial election as a director of the Corporation, automatically be
         granted a Stock Option to purchase 10,000 shares of Common Stock, as
         adjusted in accordance with Article XI. Any Nonemployee Director who
         does not, in accordance with Section 4.1, decline to participate and
         does not receive a similar Stock Option pursuant to another stock
         option plan of the Corporation or its Affiliates shall, on the date
         that is ten (10) days after an annual meeting of the Company,
         automatically be granted a Stock Option to purchase 5,000 shares of
         Common Stock, as adjusted in accordance with Article XI. The options
         will be granted at fair market value on the grant date and become
         exercisable, subject to certain conditions, in three (3) equal annual
         installments on the first three (3) anniversaries of the grant date and
         terminate ten (10) years from the grant date unless terminated sooner
         as a result of the death or termination of directorship of the holder
         thereof. If, on the Date of Grant of a Stock Option to a Nonemployee
         Director, fewer shares of Common Stock remain available for grant than
         are necessary to permit the grant of Stock Options to each person
         entitled to receive a Stock Option, then a Stock Option covering an
         equal number of whole shares of Common Stock, up to 10,000 shares or
         5,000 shares, as the case may be, shall be granted to each Nonemployee
         Director who has not previously been granted a Stock Option.

                  4.3 Exercise Price. The exercise price for a Nonqualified
         Stock Option shall not be less than the Fair Market Value per share of
         the Common Stock on the Date of Grant. Subject to the terms of Section
         5.1 hereof, the exercise price for an Incentive Stock Option shall be
         equal to the Fair Market Value per share of the Common Stock on the
         Date of Grant. Notwithstanding anything to the contrary contained in
         this Section 4.3, the exercise price of each Stock Option granted
         pursuant to the Plan shall not be less than the par value per share of
         the Common Stock.

                  4.4 Option Period. The option period will begin and terminate
         on the respective dates specified by the Committee, but may not
         terminate later than ten (10) years from the Date of Grant. No Stock
         Option granted under the Plan may be exercised at any time after the
         expiration of its option period. The Committee may provide for the
         vesting and exercise of Stock Options in installments and upon such
         terms, conditions and restrictions as it may determine. In addition to
         the provisions contained elsewhere herein concerning automatic
         acceleration of unmatured installments of Stock Options, the Committee
         shall have the right to accelerate the time at which any Stock Option
         granted to a Participant shall become vested, or exercisable.


                           [Signature Page to Follow]


                                       2




IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed as
of the date first written above, by its Chief Executive Officer and Secretary
pursuant to prior action taken by the Board.

                                       TOREADOR RESOURCES CORPORATION


                                       By:     /s/ G. Thomas Graves III
                                               ---------------------------------
                                       Name:   G. Thomas Graves III
                                       Title:  President and CEO


Attest:

/s/ Gerry Cargile
- -------------------------


                                       3

EX-10.7

                                                                    EXHIBIT 10.7

                         TOREADOR RESOURCES CORPORATION

                            AMENDED AND RESTATED 1994
                     NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


         The Toreador Resources Corporation Amended and Restated 1994
Non-Employee Director Stock Option Plan (the "Plan") was adopted by the Board of
Directors of Toreador Resources Corporation, a Delaware corporation (the
"Company"), originally effective as of September 8, 1994 and was approved by the
Company's stockholders on May 18, 1995.

         Pursuant to Section 6.02 of the Plan and after approval by the
stockholders at the annual meeting on May 30, 2002, the Board hereby amends the
Plan in its entirety and restates the Plan to read as follows, effective May 30,
2002.

         The Options granted under the Plan shall not be qualified as "incentive
stock options" within the meaning of Section 422(b) of the Code.


                                    ARTICLE 1
                                     PURPOSE

         The purpose of the Plan is to attract and retain non-employee directors
of the Company and to provide such persons with a proprietary interest in the
Company through the granting of Options that will:

         (a) increase the interest of such persons in the Company's welfare;

         (b) furnish an incentive to such person to continue their services for
the Company; and

         (c) provide a means through which the Company may attract able persons
as directors.


                                    ARTICLE 2
                                   DEFINITIONS

         For the purpose of the Plan, unless the context requires otherwise, the
following terms shall have the meanings indicated:

         2.1 "Board" means the board of directors of the Company.

         2.2 "Change of Control" means, any one of the following (i) during any
period of two (2) consecutive years, individuals who, at the beginning of such
period constituted the entire Board, cease for any reason (other than death) to
constitute a majority of the directors, unless the election, or the nomination
for election, by the Corporation's stockholders, of each new director was
approved by a vote of at least a majority of the directors then still in office
who were directors at the beginning of the period; (ii) any person or group of
persons (i.e., two or more persons agreeing to act together for the purpose of
acquiring, holding, voting or disposing of equity securities of the Corporation)
(other than any "group" deemed to exist by virtue of aggregating the number of
securities beneficially owned by any or all of the current directors of the




Corporation (and the "Affiliates" of such directors, as that term is defined
below) serving as such as of the date of this Plan (collectively, the "Exempt
Group")) together with his or its Affiliates, becomes the beneficial owner,
directly or indirectly, of 50.1% or more of the voting power of the
Corporation's then outstanding securities entitled generally to vote for the
election of the Corporation's directors; (iii) the merger or consolidation of
the Corporation with or into any other entity if the Corporation is not the
surviving entity (or the Corporation is the surviving entity but voting
securities of the Corporation are exchanged for securities of any other entity)
and any person or group of persons (as defined above) (other than the Exempt
Group), together with his or its Affiliates, is the beneficial owner, directly
or indirectly, of 50.1% or more of the surviving entity's then outstanding
securities entitled generally to vote for the election of the surviving entity's
directors; or (iv) the sale of all or substantially all of the assets of the
Corporation or the liquidation or dissolution of the Corporation. The term
"Affiliate" with respect to any person shall mean any person that directly, or
indirectly through one or more intermediaries, controls, or is controlled by, or
is under common control with, the person specified.

         2.3 "Code" means the Internal Revenue Code of 1986, as amended.

         2.4 "Committee" means the committee appointed or designated by the
Board to administer the Plan in accordance with Article 3 of this Plan.

         2.5 "Common Stock" means the common stock, par value $0.15625 per
share, which the Company is currently authorized to issue or may in the future
be authorized to issue, or any securities into which or for which the common
stock of the Company may be converted or exchanged, as the case may be, pursuant
to the terms of this Plan.

         2.6 "Company" means Toreador Resources Corporation, a Delaware
corporation, and any successor entity.

         2.7 "Date of Grant" means the effective date on which an Option is
Optioned to a Non-Employee Director as set forth in the applicable Option
Agreement; however, that solely for purposes of Section 16 of the 1934 Act and
the rules and regulations promulgated thereunder, the Date of Grant of an Option
shall be the date of stockholder approval of the Plan, if otherwise so required,
if such date is later than the effective date of such Option as set forth in the
Option Agreement.

         2.8 "Effective Date" means May 30, 2002, which shall be the date on
which the amended and restated Plan shall be effective.

         2.9 "Fair Market Value" means, as of a particular date, (a) if the
shares of Common Stock are listed on a national securities exchange, the closing
sales price per share of Common Stock on the consolidated transaction reporting
system for the principal securities exchange for the Common Stock on that date,
or, if there shall have been no such sale so reported on that date, on the last
preceding date on which such a sale was so reported, (b) if the shares of Common
Stock are not so listed but are quoted on the Nasdaq National Market System, the
closing sales price per share of Common Stock on the Nasdaq National Market
System on that date, or, if there shall have been no such sale so reported on
that date, on the last preceding date on which such a sale was so reported, (c)
if the Common Stock is not so listed or quoted, the mean between the closing bid
and asked price on that date, or, if there are no quotations available for such
date, on the last preceding date on which such quotations shall be available, as
reported by Nasdaq, or, if not reported by Nasdaq, by the National Quotation
Bureau, Inc., or (d) if none of the above is applicable, such amount as may be
determined by the Board (acting on the advice of an Independent Third Party,
should the Board elect in its sole discretion to utilize an Independent Third
Party for this purpose), in good faith, to be the fair market value per share of
Common Stock.


                                       2


         2.10 "Independent Third Party" means an individual or entity
independent of the Company having experience in providing investment banking or
similar appraisal or valuation services and with expertise generally in the
valuation of securities or other property for purposes of this Plan. The Board
may utilize one or more Independent Third Parties.

         2.11 "Option" means a nonqualified stock option to purchase Common
Stock of the Company granted pursuant to this Plan

         2.12 "Option Period" means the period during which an Option may be
exercised. Each Option shall become exercisable in three (3) equal annual
installments on each of the first three (3) anniversaries of such Option's Date
of Grant. The period within which each Option may be exercised shall expire on
the tenth anniversary of such Option's Date of Grant, unless terminated sooner
pursuant to Section 7.1 of the Plan.

         2.13 "Option Price" means the price which must be paid by a Participant
upon exercise of an Option to purchase a share of Common Stock.

         2.14 "Non-Employee Director" means an individual who (i) is on the
Effective Date, or thereafter becomes, a member of the Board, (ii) is not an
employee of the Company and (iii) has not elected to decline to participate in
the Plan pursuant to the following sentence. A director of the Company who is
otherwise eligible to participate in the Plan may make an irrevocable, one-time
election, by written notice to the Company within ten days after his or her
initial election to the Board, or , in the case of directors in office on the
Effective Date, within ten days prior to the Effective Date, to decline to
participate in the Plan. For purposes of the Plan, "employee" shall mean an
individual whose wages are subject to the withholding of federal income tax
under Section 3402 of the Code.

         2.15 "Participant" means a Non-Employee Director of the Company to whom
an Option is granted under this Plan.

         2.16 "Plan" means this Toreador Resources Corporation Amended and
Restated 1994 Non-Employee Director Stock Option Plan, as amended from time to
time.

         2.17 "Termination of Service as a Director" occurs when a Participant
who is a Non-Employee Director of the Company shall cease to serve as a director
of the Company for any reason; provided, however, if any Termination of Service
provided for herein shall fall on a Saturday, Sunday or legal holiday, then such
date of Termination of Service shall be deemed to be the first normal business
day of the Company, at its office in Dallas, Texas, before such Saturday, Sunday
or legal holiday.


                                    ARTICLE 3
                                 ADMINISTRATION

         Subject to the terms of this Article 3, the Plan shall be administered
by the Board or such committee of the Board as is designated by the Board to
administer the Plan (the "Committee"). The Committee shall consist of not fewer
than two persons. Any member of the Committee may be removed at any time, with
or without cause, by resolution of the Board. Any vacancy occurring in the
membership of the Committee may be filled by appointment by the Board. At any
time there is no Committee to administer the Plan, any references in this Plan
to the Committee shall be deemed to refer to the Board.

         The Committee shall determine and designate from time to time the
eligible persons to whom Options will be granted and shall set forth in each
related Option Agreement, where applicable, the Option Period, the Date of
Grant, and such other terms, provisions, limitations, and performance
requirements, as are approved


                                       3


by the Committee, but not inconsistent with the Plan. Although the members of
the Committee shall be eligible to receive Options, no member of the Committee
shall participate in any decisions regarding any Option granted hereunder to
such member. All decisions with respect to any Option, and the terms and
conditions thereof, to be granted under the Plan to any member of the Committee
shall be made solely and exclusively by the other members of the Committee, or
if such member is the only member of the Committee, by the Board.

         The Committee, in its discretion, shall (i) interpret the Plan, (ii)
prescribe, amend, and rescind any rules and regulations necessary or appropriate
for the administration of the Plan, and (iii) make such other determinations or
certifications and take such other action as it deems necessary or advisable in
the administration of the Plan. Any interpretation, determination, or other
action made or taken by the Committee shall be final, binding, and conclusive on
all interested parties.

                                    ARTICLE 4
                          ELIGIBILITY; GRANT OF OPTIONS

         The Committee must grant Options as follows: (i) on the date when an
individual first becomes a Non-Employee Director, such individual shall be
granted an Option for 10,000 shares of Common Stock immediately upon becoming a
Non-Employee Director if such individual does not elect to decline to
participate in the Plan pursuant to Section 2.14; and (ii) on the date of each
annual meeting of the Company, 15,000 shares of Common Stock shall be granted to
each individual who does not elect to decline to participate in the Plan
pursuant to Section 2.14, who was not first elected to serve on the Board at
such annual meeting, and who is serving as a Non-Employee Director of the
Company on the date of such annual meeting and the day immediately following
such date. The Committee shall not grant Options under any other circumstances.

                  The grant of an Option shall be evidenced by an Option
Agreement setting forth the total number of shares of Common Stock subject to
the Option, the Option Price, and the maximum term of the Option, the Date of
Grant, and such other terms and provisions as are approved by the Committee, but
not inconsistent with the Plan. The Company shall execute an Option Agreement
with a Participant after the issuance of an Option. Any Option granted pursuant
to this Plan must be granted within ten (10) years of the date of adoption of
this Plan. The Plan shall be submitted to the Company's stockholders for
approval; however, the Committee may grant Options under the Plan prior to the
time of any required stockholder approval. Any such Option granted prior to such
stockholder approval, if required or desired by the Board, shall be made subject
to such stockholder approval. The grant of an Option to a Participant shall not
be deemed either to entitle the Participant to, or to disqualify the Participant
from, receipt of any other Option under the Plan.

                                    ARTICLE 5
                             SHARES SUBJECT TO PLAN

         5.1 NUMBER AVAILABLE FOR OPTIONS. Subject to adjustment as provided in
Articles 11 and 12, the maximum number of shares of Common Stock that may be
delivered pursuant to Options granted under the Plan is Five Hundred Thousand
(500,000) shares. Shares to be issued may be made available from either
authorized but unissued Common Stock or Common Stock held by the Company in its
treasury. During the term of this Plan, the Company will at all times reserve
and keep available the number of shares of Common Stock that shall be sufficient
to satisfy the requirements of this Plan.

         5.2 REUSE OF SHARES. If, and to the extent an Option shall expire or
terminate for any reason without having been exercised in full, or in the event
that an Option is exercised or settled in a manner such that some or all of the
shares of Common Stock relating to the Option are not issued to the Participant
(or beneficiary) (including as the result of the use of shares for withholding
taxes), the shares of Common Stock


                                       4


subject thereto which have not become outstanding shall (unless the Plan shall
have sooner terminated) become available for issuance under the Plan; in
addition, with respect to any share-for-share exercise or cashless exercise
pursuant to Section 8.3 or otherwise, only the "net" shares issued shall be
deemed to have become outstanding for purposes of the Plan as a result thereof.

                                    ARTICLE 6
                                  OPTION PRICE

         The Option Price for any share of Common Stock which may be purchased
under an Option shall be One Hundred Percent (100%) of the Fair Market Value of
the share on the Date of Grant.

                                    ARTICLE 7
                            OPTION PERIOD; FORFEITURE

         7.1 OPTION PERIOD.

                  Subject to the other provisions of this Plan, the Committee
         shall specify in the Option Agreement the Option Period. In the event
         of a Termination of Service of a Director, the Option Period for an
         Option shall be reduced or terminated in accordance with this Article
         7. No Option granted under the Plan may be exercised at any time after
         the end of its Option Period. The Option Period shall be no more than
         ten (10) years from the Date of Grant of the Option. Each Option will
         terminate at the first of the following to occur:

                  (a)      5 p.m. on the tenth anniversary of the Date of Grant;

                  (b)      5 p.m. on the date of the Participant's Termination
                           of Service as a Director due to any act of (i) fraud
                           or intentional misrepresentation or (ii)
                           embezzlement, misappropriation or conversion of
                           assets or opportunities of the Company or any direct
                           or indirect majority-owned subsidiary of the Company;

                  (c)      5 p.m. on the date which is twelve (12) months
                           following the Participant's Termination of Service as
                           a Director due to death;

                  (d)      5 p.m. on the date which is three (3) months
                           following the Participant's Termination of Service as
                           a Director other than as a result of the events set
                           forth in 7.1(b) or 7.1(c) above, including a failure
                           by the stockholders of the Company to reelect the
                           Participant as a director.

         7.2 FORFEITURE. In the event of a Participant's Termination of Service
as a Director or the expiration of any Option Period of any Option, the
unexercised portion of the Option previously granted to such Participant shall
terminate as of 5 p.m. on the date set forth in Section 7.1 above.


                                    ARTICLE 8
                               EXERCISE OF OPTIONS

         8.1 IN GENERAL. Each Option granted pursuant to the Plan may be
exercised, in whole or in part, by the Participant at any time or (with respect
to partial exercises) from time to time during the Option Period at such times
and in such amounts as provided in this Plan and the applicable Option
Agreement, subject to the terms, conditions, and restrictions of the Plan. No
Option may be exercised for a fractional share of


                                       5


Common Stock. The granting of an Option shall impose no obligation upon the
Participant to exercise that Option.

         8.2 SECURITIES LAW AND EXCHANGE RESTRICTIONS. In no event may an Option
be exercised or shares of Common Stock be issued pursuant to an Option if a
necessary listing or quotation of the shares of Common Stock on a stock exchange
or inter-dealer quotation system or any registration under state or federal
securities laws required under the circumstances has not been accomplished.

         8.3 EXERCISE OF OPTION.

                  (a) NOTICE AND PAYMENT. Subject to such administrative
         regulations as the Committee may from time to time adopt, an Option may
         be exercised by the personal delivery to the Secretary of the Company
         of, or by the sending by United States registered or certified mail,
         postage prepaid, addressed to the Company (to the attention of the
         Secretary), of, written notice signed by the Participant setting forth
         the number of shares of Common Stock with respect to which the Option
         is to be exercised and the date of exercise thereof (the "Exercise
         Date") which shall be at least three (3) days after giving such notice
         unless an earlier time shall have been mutually agreed upon. On the
         Exercise Date, the Participant shall deliver to the Company
         consideration with a value equal to the total Option Price of the
         shares to be purchased, payable as provided in the Option Agreement,
         which may provide for payment in any one or more of the following ways:
         (a) cash or check, bank draft, or money order payable to the order of
         the Company, (b) Common Stock owned by the Participant on the Exercise
         Date, valued at its Fair Market Value on the Exercise Date, and which
         the Participant has not acquired from the Company within six (6) months
         prior to the Exercise Date; and/or (c) by delivery (including by FAX)
         to the Company or its designated agent of an executed irrevocable
         option exercise form together with irrevocable instructions from the
         Participant to a broker or dealer, reasonably acceptable to the
         Company, to sell certain of the shares of Common Stock purchased upon
         exercise of the Option or to pledge such shares as collateral for a
         loan and promptly deliver to the Company the amount of sale or loan
         proceeds necessary to pay such purchase price.

                  (b) ISSUANCE OF CERTIFICATE. Except as otherwise provided in
         the applicable Option Agreement, upon payment of all amounts due from
         the Participant, including an amount equal to any applicable
         withholding taxes (if any) due in connection with such exercise, the
         Company shall cause certificates for the Common Stock then being
         purchased to be delivered as directed by the Participant (or the person
         exercising the Participant's Option in the event of his death) at its
         principal business office promptly after the Exercise Date. The
         obligation of the Company to deliver shares of Common Stock shall,
         however, be subject to the condition that, if at any time the Committee
         shall determine in its discretion that the listing or registration of
         the Option or the Common Stock upon any securities exchange or
         inter-dealer quotation system or under any state or federal law, or the
         consent or approval of any governmental regulatory body, is necessary
         as a condition of, or in connection with, the Option or the issuance or
         purchase of shares of Common Stock thereunder, the Option may not be
         exercised in whole or in part unless such listing, registration,
         consent, or approval shall have been effected or obtained free of any
         conditions not reasonably acceptable to the Committee.

                  (c) FAILURE TO PAY. If the Participant fails to pay for any of
         the Common Stock specified in such notice or fails to accept delivery
         thereof, the Participant's Option and right to purchase such Common
         Stock may be forfeited by the Company.

         8.4 REQUIREMENT OF DIRECTORSHIP. Except as provided in Section 7.1 of
the Plan, an Option may not be exercised unless the Participant is at the time
of exercise serving as a director of the Company, and, except as provided in
Section 7.1 of the Plan, such Option shall terminate upon termination of the
Participant's service as a director of the Company.


                                       6


                                    ARTICLE 9
                           AMENDMENT OR DISCONTINUANCE

         Subject to the limitations set forth in this Article 9, the Board may
at any time and from time to time, without the consent of the Participants,
alter, amend, revise, suspend, or discontinue the Plan in whole or in part;
provided, however, that any amendment to the Plan shall be approved by the
stockholders if the amendment would:

         (a)      materially increase the benefits accruing to Participants
                  under the Plan;

         (b)      materially increase the number of securities which may be
                  issued under the Plan; or

         (c)      materially modify the requirements as to eligibility for
                  participation in the Plan.

         In addition, unless required by law, no amendment may adversely affect
any rights of Participants or obligations of the Company to Participants with
respect to any Option theretofore granted under the Plan without the consent of
the affected Participant,

                                   ARTICLE 10
                                      TERM

         The Plan shall be effective from the date that this Plan is approved by
the Board. Unless sooner terminated by action of the Board, the Plan will
terminate on May 30, 2012, but Options granted before that date will continue to
be effective in accordance with their terms and conditions.


                                   ARTICLE 11
                               CAPITAL ADJUSTMENTS

         In the event that the Committee shall determine that any dividend or
other distribution (whether in the form of cash, Common Stock, other securities,
or other property), recapitalization, stock split, reverse stock split, rights
offering, reorganization, merger, consolidation, split-up, spin-off, split-off,
combination, subdivision, repurchase, or exchange of Common Stock or other
securities of the Company, issuance of warrants or other rights to purchase
Common Stock or other securities of the Company, or other similar corporate
transaction or event affects the Common Stock such that an adjustment is
determined by the Committee to be appropriate to prevent the dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan, then the Committee shall, in such manner as it may deem
equitable, adjust any or all of the (i) the number of shares and type of Common
Stock (or the securities or property) which thereafter may be made the subject
of Options, (ii) the number of shares and type of Common Stock (or other
securities or property) subject to outstanding Options, and (iii) the Option
Price of each outstanding Option to the end that the same proportion of the
Company's issued and outstanding shares of Common Stock in each instance shall
remain subject to exercise at the same aggregate Option Price; provided,
however, that the number of shares of Common Stock (or other securities or
property) subject to any Option shall always be a whole number. In lieu of the
foregoing, if deemed appropriate, the Committee may make provision for a cash
payment to the holder of an outstanding Option. Such adjustments shall be made
in accordance with the rules of any securities exchange, stock market, or stock
quotation system to which the Company is subject.


                                       7


         Upon the occurrence of any such adjustment or cash payment, the Company
shall provide notice to each affected Participant of its computation of such
adjustment or cash payment which shall be conclusive and shall be binding upon
each such Participant.


                                   ARTICLE 12
                   RECAPITALIZATION, MERGER AND CONSOLIDATION

         12.1 NO EFFECT ON COMPANY'S AUTHORITY. The existence of this Plan and
Options granted hereunder shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations, or other changes in the Company's capital
structure and its business, or any merger or consolidation of the Company, or
any issuance of bonds, debentures, preferred or preference stocks ranking prior
to or otherwise affecting the Common Stock or the rights thereof (or any rights,
options, or warrants to purchase same), or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or
otherwise.

         12.2 CONVERSION OF WHERE COMPANY SURVIVES. Subject to any required
action by the stockholders, if the Company shall be the surviving or resulting
corporation in any merger, consolidation or share exchange, any Option granted
hereunder shall pertain to and apply to the securities or rights (including
cash, property, or assets) to which a holder of the number of shares of Common
Stock subject to the Option would have been entitled.

         12.3 EXCHANGE OR CANCELLATION OF OPTIONS WHERE COMPANY DOES NOT
SURVIVE. In the event of any merger, consolidation or share exchange pursuant to
which the Company is not the surviving or resulting corporation, there shall be
substituted for each share of Common Stock subject to the unexercised portions
of outstanding Options, that number of shares of each class of stock or other
securities or that amount of cash, property, or assets of the surviving,
resulting or consolidated company which were distributed or distributable to the
stockholders of the Company in respect to each share of Common Stock held by
them, such outstanding Options to be thereafter exercisable for such stock,
securities, cash, or property in accordance with their terms.

         Notwithstanding the foregoing, however, all Options may be canceled by
the Company, in its sole discretion, as of the effective date of any such
reorganization, merger, consolidation, or share exchange, or of any proposed
sale of all or substantially all of the assets of the Company, or of any
dissolution or liquidation of the Company, by either:

                  (a) giving notice to each holder thereof or his personal
         representative of its intention to cancel such Options and permitting
         the purchase during the thirty (30) day period next preceding such
         effective date of any or all of the shares subject to such outstanding
         Options, including in the Board's discretion some or all of the shares
         as to which such Options would not otherwise be vested and exercisable;
         or

                  (b) paying the holder thereof an amount equal to a reasonable
         estimate of the difference between the net amount per share payable in
         such transaction or as a result of such transaction, and the exercise
         price per share of such Option (hereinafter the "Spread"), multiplied
         by the number of shares subject to the Option. In estimating the
         Spread, appropriate adjustments to give effect to the existence of the
         Options shall be made, such as deeming the Options to have been
         exercised, with the Company receiving the exercise price payable
         thereunder, and treating the shares receivable upon exercise of the
         Options as being outstanding in determining the net amount per share.
         In cases where the proposed transaction consists of the acquisition of
         assets of the Company, the net amount per share


                                       8


         shall be calculated on the basis of the net amount receivable with
         respect to shares of Common Stock upon a distribution and liquidation
         by the Company after giving effect to expenses and charges, including
         but not limited to taxes, payable by the Company before such
         liquidation could be completed.

         12.4 CHANGE OF CONTROL. Notwithstanding any other provision in the Plan
to the contrary, in the event of a Change of Control of the Corporation, the
maturity of all Options then outstanding under the Plan shall be accelerated
automatically, so that all Options shall become exercisable in full with respect
to all shares as to which they shall not have previously been exercised or
become exercisable; provided, however, that no such acceleration shall occur
with respect to Options held by directors whose service as a director of the
Company shall have terminated prior to the occurrence of such Change of Control.


                                   ARTICLE 13
                           LIQUIDATION OR DISSOLUTION

         Subject to Section 12.3 hereof, in case the Company shall, at any time
while any Option under this Plan shall be in force and remain unexpired, (i)
sell all or substantially all of its property, or (ii) dissolve, liquidate, or
wind up its affairs, then each Participant shall be entitled to receive, in lieu
of each share of Common Stock of the Company which such Participant would have
been entitled to receive under the Option, the same kind and amount of any
securities or assets as may be issuable, distributable, or payable upon any such
sale, dissolution, liquidation, or winding up with respect to each share of
Common Stock of the Company. If the Company shall, at any time prior to the
expiration of any Option, make any partial distribution of its assets, in the
nature of a partial liquidation, whether payable in cash or in kind (but
excluding the distribution of a cash dividend payable out of earned surplus and
designated as such) then in such event the Option Prices then in effect with
respect to each Option shall be reduced, on the payment date of such
distribution, in proportion to the percentage reduction in the tangible book
value of the shares of the Company's Common Stock (determined in accordance with
generally accepted accounting principles) resulting by reason of such
distribution.


                                   ARTICLE 14
                           OPTIONS IN SUBSTITUTION FOR
                        OPTIONS GRANTED BY OTHER ENTITIES

         Options may be granted under the Plan from time to time in substitution
for similar instruments held by directors of a corporation, partnership, or
limited liability company who become or are about to become Non-Employee
Directors of the Company as a result of a merger or consolidation of the
employing corporation with the Company, the acquisition by the Company of equity
of the employing entity, or any other similar transaction pursuant to which the
Company becomes the successor employer. The terms and conditions of the
substitute Options so granted may vary from the terms and conditions set forth
in this Plan to such extent as the Committee at the time of grant may deem
appropriate to conform, in whole or in part, to the provisions of the Options in
substitution for which they are granted.


                                   ARTICLE 15
                            MISCELLANEOUS PROVISIONS

         15.1 INVESTMENT INTENT. The Company may require that there be presented
to and filed with it by any Participant under the Plan, such evidence as it may
deem necessary to establish that the Options granted


                                       9


or the shares of Common Stock to be purchased or transferred are being acquired
for investment and not with a view to their distribution.

         15.2 NO EMPLOYMENT RELATIONSHIP. The Participant is not an employee of
the Company or any subsidiary of the Company. Nothing herein shall be construed
to create an employer-employee relationship between the Company and the
Participant.

         15.3 INDEMNIFICATION OF BOARD AND COMMITTEE. No member of the Board or
the Committee, nor any officer or Employee of the Company acting on behalf of
the Board or the Committee, shall be personally liable for any action,
determination, or interpretation taken or made in good faith with respect to the
Plan, and all members of the Board and the Committee, each officer of the
Company, and each Employee of the Company acting on behalf of the Board or the
Committee shall, to the extent permitted by law, be fully indemnified and
protected by the Company in respect of any such action, determination, or
interpretation.

         15.4 EFFECT OF THE PLAN. Neither the adoption of this Plan nor any
action of the Board or the Committee shall be deemed to give any person any
right to be granted an Option or any other rights except as may be evidenced by
an Option Agreement, or any amendment thereto, duly authorized by the Committee
and executed on behalf of the Company, and then only to the extent and upon the
terms and conditions expressly set forth therein.

         15.5 COMPLIANCE WITH OTHER LAWS AND REGULATIONS. Notwithstanding
anything contained herein to the contrary, the Company shall not be required to
sell or issue shares of Common Stock under any Option if the issuance thereof
would constitute a violation by the Participant or the Company of any provisions
of any law or regulation of any governmental authority or any national
securities exchange or inter-dealer quotation system or other forum in which
shares of Common Stock are quoted or traded; and, as a condition of any sale or
issuance of shares of Common Stock under an Option, the Committee may require
such agreements or undertakings, if any, as the Committee may deem necessary or
advisable to assure compliance with any such law or regulation. The Plan, the
grant and exercise of Options hereunder, and the obligation of the Company to
sell and deliver shares of Common Stock, shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
government or regulatory agency as may be required.

         15.6 TAX REQUIREMENTS. The Company shall have the right to deduct from
all amounts hereunder paid in cash or other form, any Federal, state, or local
taxes required by law to be withheld with respect to such payments. The
Participant receiving shares of Common Stock issued under the Plan shall be
required to pay the Company the amount of any taxes which the Company is
required to withhold with respect to such shares of Common Stock.
Notwithstanding the foregoing, in the event of an assignment of an Option
pursuant to Section 15.7, the Participant who assigns the Option shall remain
subject to withholding taxes upon exercise of the Option by the transferee to
the extent required by the Code or the rules and regulations promulgated
thereunder. Such payments shall be required to be made prior to the delivery of
any certificate representing such shares of Common Stock. Such payment may be
made (i) by the delivery of cash to the Company in an amount that equals or
exceeds (to avoid the issuance of fractional shares under (iii) below) the
required tax withholding obligation of the Company; (ii) the actual delivery by
the exercising Participant to the Company of shares of Common Stock that the
Participant has not acquired from the Company within six (6) months prior to the
date of exercise, which shares so delivered have an aggregate Fair Market Value
that equals or exceeds (to avoid the issuance of fractional shares under (iii)
below) the required tax withholding payment; (iii) the Company's withholding of
a number of shares to be delivered upon the exercise of the Option, which shares
so withheld have an aggregate fair market value that equals (but does not
exceed) the required tax withholding payment; or (iv) any combination of (i),
(ii), or (iii).

         15.7 NON-ASSIGNABILITY. An option granted to a Participant may not be
transferred or assigned other than by will or by the laws of descent and
distribution or pursuant to the terms of a qualified domestic


                                       10


relations order as defined in Code Section 411(a)(13). If the Participant
attempts to alienate, assign, pledge, hypothecate, or otherwise dispose of his
Option or any right thereunder, except as provided for in this Plan or the
Option Agreement, or in the event of any levy, attachment, execution or similar
process upon the right or interest conferred by this Plan or the Option
Agreement, the Committee may terminate the Participant's Option by notice to
him, and it shall thereupon become null and void.

         15.8 USE OF PROCEEDS. Proceeds from the sale of shares of Common Stock
pursuant to Options granted under this Plan shall constitute general funds of
the Company.

         15.9 LEGEND. The following legend shall be inserted on a certificate
evidencing Common Stock issued under the Plan if the shares were not issued in a
transaction registered under the applicable federal and state securities laws:

                           "SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE
                           BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT AND NOT
                           FOR RESALE, TRANSFER OR DISTRIBUTION, HAVE BEEN
                           ISSUED PURSUANT TO EXEMPTIONS FROM THE REGISTRATION
                           REQUIREMENTS OF APPLICABLE STATE AND FEDERAL
                           SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE,
                           SOLD OR TRANSFERRED OTHER THAN PURSUANT TO EFFECTIVE
                           REGISTRATION UNDER SUCH LAWS, OR IN TRANSACTIONS
                           OTHERWISE IN COMPLIANCE WITH SUCH LAWS, AND UPON
                           EVIDENCE SATISFACTORY TO THE COMPANY OF COMPLIANCE
                           WITH SUCH LAWS, AS TO WHICH THE COMPANY MAY RELY UPON
                           AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY."

         A copy of this Plan shall be kept on file in the principal office of
the Company in Dallas, Texas.

                                 ***************


                                       11


         IN WITNESS WHEREOF, the Company has caused this instrument to be
executed as of May 30, 2002, by its Chief Executive Officer and Secretary
pursuant to prior action taken by the Board and by the stockholders.


                                       TOREADOR RESOURCES CORPORATION



                                       By:  /s/ G. Thomas Graves III
                                            ------------------------------------
                                            G. Thomas Graves III
                                            President and CEO

Attest:


/s/ Gerry Cargile
- ----------------------------
Gerry Cargile
Secretary


                                       12

EX-10.8

                                                                  EXHIBIT 10.8


                         TOREADOR RESOURCES CORPORATION
                             2002 STOCK OPTION PLAN


         The purpose of the 2002 Stock Option Plan is to promote the growth and
general prosperity of Toreador Resources Corporation, a Delaware corporation
(the "Corporation") by permitting the Corporation to grant to the officers, key
employees and key consultants of the Corporation or its Affiliates stock options
to acquire a proprietary interest in the Corporation so that they will apply
their best efforts for the benefit of the Corporation, and to aid the
Corporation in attracting able persons to enter the service of the Corporation
and its Affiliates. It is further intended that the options granted pursuant to
this Plan will be either incentive stock options within the meaning of Section
422 of the Internal Revenue Code or nonqualified stock options.

                                    ARTICLE I
                                   DEFINITIONS

         For the purposes of this Plan, in addition to the other terms
specifically defined elsewhere herein, the following terms shall have the
meanings indicated unless the context requires otherwise:

         "AFFILIATE" means (a) any corporation, other than the Corporation, in
an unbroken chain of corporations ending with the Corporation if, at the time of
granting of the Stock Option, each of the corporations, other than the last
corporation in the unbroken chain, owns stock possessing fifty-percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain, and (b) any corporation, other than the
Corporation, beginning with the Corporation if, at the time of granting of the
Stock Option, each of the corporations, other than the last corporation in the
unbroken chain, owns stock possessing fifty-percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

         "BOARD" means the board of directors of the Corporation.

         "CODE" means the Internal Revenue Code of 1986, as amended.

         "COMMITTEE" means the committee appointed or designated by the Board to
administer the Plan in accordance with Article 2 of this Plan.

         "COMMON STOCK" means the common stock which the Corporation is
currently authorized to issue or may in the future be authorized to issue.

         "CORPORATION" means Toreador Resources Corporation, a Delaware
corporation.

         "DATE OF GRANT" means the effective date on which a Stock Option is
awarded to a Participant as set forth in the Option Agreement.

         "DISABILITY" means total and permanent disability as defined in Section
22(e)(3) of the Code.

         "EFFECTIVE DATE" means December 31, 2001.

         "ELIGIBLE PARTICIPANT" shall have the meaning set forth in Section 5.1
hereof.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "FAIR MARKET VALUE" means, as of a particular date, (a) the closing
sales price per share of Common Stock on the Nasdaq National Market System on
that date, or, if there shall have been no such sale so reported on that date,
on the last preceding date on which such a sale was so reported, (b) if the
Common Stock is not so listed or quoted, the mean between the closing bid and
asked price on that date, or, if there are no quotations available for such
date, on the last preceding date on which such quotations shall be available, as
reported by Nasdaq, or, if not reported by Nasdaq, by the National Quotation
Bureau, Inc., or (c) if none of the above is applicable, such amount as may be
determined by



the Board (acting on the advice of an Independent Third Party, should the Board
elect in its sole discretion to utilize an Independent Third Party for this
purpose), in good faith, to be the fair market value per share of Common Stock.

         "INDEPENDENT THIRD PARTY" means an individual or entity independent of
the Corporation having experience in providing investment banking or similar
appraisal or valuation services and with expertise generally in the valuation of
securities or other property for purposes of this Plan. The Board may utilize
one or more Independent Third Parties.

         "INCENTIVE STOCK OPTION" means an option to purchase shares of Common
Stock granted to an Eligible Participant pursuant to Article V and which is
intended to qualify as an incentive stock option under Section 422 of the Code.

         "1934 ACT" means the Securities Exchange Act of 1934, as amended.

         "NONEMPLOYEE DIRECTOR" means any director of the Board who is not an
employee of the Corporation or any Affiliate.

         "NONQUALIFIED STOCK OPTION" means an option to purchase shares of
Common Stock granted to a Participant pursuant to Article IV and which is not
intended to qualify as an incentive stock option under Section 422 of the Code.

         "OPTION AGREEMENT" means a written agreement between the Corporation
and a Participant that sets forth the terms, conditions and limitations
applicable to a Stock Option.

         "PARTICIPANT" means any employee, consultant, or Nonemployee Director
of the Corporation or any Affiliate of the Corporation who is, or who is
proposed to be, a recipient of a Stock Option.

         "PLAN" means the Toreador Resources Corporation 2002 Stock Option Plan,
as it may be amended from time to time.

         "SPREAD" shall have the meaning set forth in Article XII hereof.

         "STOCK DIVIDEND" means a dividend or other distribution declared on the
shares of Common Stock payable in (i) capital stock of the Corporation or any
Affiliate of the Corporation, or (ii) rights, options or warrants to receive or
purchase capital stock of the Corporation or any Affiliate of the Corporation,
or (iii) securities convertible into or exchangeable for capital stock of the
Corporation or any Affiliate of the Corporation, or (iv) any capital stock
received upon the exercise, or with respect to, the foregoing.

         "STOCK OPTION" shall mean an Incentive Stock Option or a Nonqualified
Stock Option granted pursuant to the Plan.

         "TERMINATION FOR CAUSE" means : (1) for any person other than
Nonemployee Directors, Termination of Service by the Board or the Board of
Directors of an Affiliate because of incompetence, insubordination, dishonesty,
or other acts detrimental to the interest of the Corporation or its Affiliates,
or any material breach by the Participant of any employment, nondisclosure,
covenant not to compete, or other contract with the Corporation or one of its
Affiliates; (2) for Nonemployee Directors, Termination of Service on account of
any act of (a) fraud or intentional misrepresentation, or (b) embezzlement,
misappropriation or conversion of assets or opportunities of the Corporation or
any direct or indirect majority-owned subsidiary of the Corporation. Termination
for Cause shall be determined by the Board or, if applicable, the Board of
Directors of an Affiliate, in its sole discretion and in good faith.

         "TERMINATION OF SERVICE" means termination of employment with the
Corporation and all of its Affiliates for an employee, termination of service as
a director for a Nonemployee Director, or the expiration or termination of the
contract between a Participant who is an independent contractor and the
Corporation or any Affiliate.


                                       2


                                   ARTICLE II
                                 ADMINISTRATION

         Subject to the terms of this Article II, the Plan shall be administered
by the Committee which shall consist of not less than three (3) members of the
Board. Any member of the Committee may be removed at any time, with or without
cause, by resolution of the Board. Any vacancy occurring in the membership of
the Committee may be filled by appointment by the Board. Each member of the
Committee, at the time of his appointment to the Committee and while he is a
member thereof, must be a "disinterested person", as that term is defined in
Rule 16b-3 promulgated under the 1934 Act, and an "outside director" under
Section 162(m) of the Code.

         The Board shall select one of its members to act as the Chairman of the
Committee, and the Committee shall make such rules and regulations for its
operation as it deems appropriate. A majority of the Committee shall constitute
a quorum, and the act of a majority of the members of the Committee present at a
meeting at which a quorum is present or any action taken without a meeting
evidenced by a writing executed by all members of the Committee shall be the act
of the Committee. Subject to the terms hereof, the Committee shall have
exclusive power to:

         a.       Designate, from time to time, the particular officers, key
                  employees, Nonemployee Directors, and consultants to whom
                  Stock Options will be granted;

         b.       Designate the time or times when Stock Options will be
                  granted;

         c.       Determine the number of shares of Common Stock subject to
                  issuance pursuant to any Stock Option award, and all of the
                  terms, conditions, restrictions and limitations, if any, of an
                  award of Stock Options, including the time and conditions of
                  exercise or vesting;

         d.       Accelerate the vesting or exercise of any Stock Options when
                  such actions would be in the best interests of the
                  Corporation;

         e.       Interpret the Plan, prescribe, amend, and rescind any rules
                  and regulations necessary or appropriate for the
                  administration of the Plan; and

         f.       Make such other determinations and take such other action as
                  it deems necessary or advisable in connection with the
                  foregoing.

         The Committee shall have full authority and responsibility to
administer the Plan, including authority to interpret and construe any provision
of the Plan and the terms of any Stock Options issued under it and to adopt such
rules and regulations for administering the Plan as it may deem necessary.
Except as provided below, any interpretation, determination, or other action
made or taken by the Committee shall be final, binding, and conclusive on all
interested parties, including the Corporation and all Participants.

                                   ARTICLE III
                           SHARES SUBJECT TO THE PLAN

         Subject to the provisions of Articles XI and XII of the Plan, the
maximum aggregate number of shares of Common Stock issuable pursuant to the
exercise of Stock Options granted under the Plan shall be 500,000 shares of
Common Stock. The Committee and the appropriate officers of the Corporation
shall from time to time take whatever actions are necessary to execute,
acknowledge, file and deliver any documents required to be filed with or
delivered to any governmental authority or any stock exchange or transaction
reporting system on which shares of Common Stock are listed or quoted in order
to make shares of Common Stock available for issuance pursuant to this Plan.
Shares of Common Stock subject to Stock Options that (i) are forfeited or
terminated, (ii) expire unexercised, (iii) are settled in cash in lieu of Common
Stock, or (iv) are exchanged for Common Stock owned by the Participant upon
exercise of a Stock Option, shall immediately become available for the
subsequent granting of Stock Options; provided, however, that in no event shall
the number of shares of Common Stock subject to Incentive Stock Options exceed,
in the aggregate, 500,000 shares of Common Stock plus shares subject to
Incentive Stock Options which are forfeited or terminated, or


                                       3

expire unexercised. Shares to be distributed and sold may be made available
from either authorized but unissued Common Stock or Common Stock held by the
Corporation in its treasury.

                                   ARTICLE IV
                               STOCK OPTION GRANTS

        4.1 Eligibility. The Committee shall, from time to time, select the
particular officers, key employees, and key consultants of the Corporation and
its Affiliates to whom the Stock Options are to be granted and/or distributed in
recognition of each such Participant's contribution to the Corporation's or the
Affiliate's success. Nonemployee Directors who do not elect to decline to
participate pursuant to the following sentence will be eligible to receive Stock
Options as provided in Section 4.2. A director otherwise eligible to participate
in the Plan may make an irrevocable, one-time election, by written notice to the
Committee within ten (10) days after his or her initial election to the Board,
to decline to participate in the Plan.

        4.2 Grant of Stock Options. All grants of Stock Options under this
Article IV shall be awarded by the Committee. Each grant of Stock Options shall
be evidenced by an Option Agreement setting forth the total number of shares
subject to the Stock Option, the option exercise price, the term of the Stock
Option, the vesting schedule, and such other terms and provisions as are
approved by the Committee, but, except to the extent permitted herein, are not
inconsistent with the Plan. In the case of an Incentive Stock Option, the Option
Agreement shall also include provisions that may be necessary to assure that the
option is an Incentive Stock Option under the Code. The Corporation shall
execute Option Agreements upon instructions from the Committee. Any Nonemployee
Director who does not, in accordance with Section 4.1, decline to participate
shall, on the date that is ten (10) days after his or her initial election as a
director of the Corporation, automatically be granted a Stock Option to purchase
10,000 shares of Common Stock, as adjusted in accordance with Article XI. Any
Nonemployee Director who does not, in accordance with Section 4.1, decline to
participate shall, on the date that is ten (10) days after an annual meeting of
the Company, automatically be granted a Stock Option to purchase 10,000 shares
of Common Stock, as adjusted in accordance with Article XI. The options will be
granted at fair market value on the grant date and become exercisable, subject
to certain conditions, in three (3) equal annual installments on the first three
(3) anniversaries of the grant date and terminate (10) years from the grant date
unless terminated sooner as a result of the death or termination of directorship
of the holder thereof. If, on the Date of Grant of a Stock Option to a
Nonemployee Director, fewer shares of Common Stock remain available for grant
than are necessary to permit the grant of Stock Options to each person entitled
to receive a Stock Option, then a Stock Option covering an equal number of whole
shares of Common Stock, up to 10,000 shares or 10,000 shares, as the case may
be, shall be granted to each Nonemployee Director who has not previously been
granted a Stock Option.

        4.3 Exercise Price. The exercise price for a Nonqualified Stock Option
shall not be less than the Fair Market Value per share of the Common Stock on
the Date of Grant. Subject to the terms of Section 5.1 hereof, the exercise
price for an Incentive Stock Option shall be equal to the Fair Market Value per
share of the Common Stock on the Date of Grant. Notwithstanding anything to the
contrary contained in this Section 4.3, the exercise price of each Stock Option
granted pursuant to the Plan shall not be less than the par value per share of
the Common Stock.

        4.4 Option Period. The option period will begin and terminate on the
respective dates specified by the Committee, but may not terminate later than
ten (10) years from the Date of Grant. No Stock Option granted under the Plan
may be exercised at any time after the expiration of its option period. The
Committee may provide for the vesting and exercise of Stock Options in
installments and upon such terms, conditions and restrictions as it may
determine. In addition to the provisions contained elsewhere herein concerning
automatic acceleration of unmatured installments of Stock Options, the Committee
shall have the right to accelerate the time at which any Stock Option granted to
a Participant shall become vested, or exercisable.

                                   ARTICLE V
                       LIMITS ON INCENTIVE STOCK OPTIONS

        5.1 Eligibility; Option Period. Only employees of the Corporation or an
Affiliate may receive an Incentive Stock Option. Notwithstanding the provisions
of Section 4.4 hereof, if a Participant eligible to receive an Incentive Stock
Option under Section 422 of the Code (an "Eligible Participant") owns or is
deemed to own (by reason of the attribution rules of Section 424(d) of the Code)
more than 10% of the combined voting power of all classes of stock of the


                                       4


Corporation (or any Affiliate of the Corporation) and an Incentive Stock Option
is granted to such Eligible Participant, the option period term of such
Incentive Stock Option (to the extent required by the Code at the time of grant)
shall be no more than five (5) years from the Date of Grant. In addition, the
option price of any such Incentive Stock Option granted to any such Eligible
Participant owning more than 10% of the combined voting power of all classes of
stock of the Corporation (or any Affiliate of the Corporation) shall be at least
110% of the Fair Market Value of the Common Stock on the Date of Grant.

        5.2 Limitation on Exercises of Shares Subject to Incentive Stock
Options. To the extent required by the Code for incentive stock options, the
exercise of Incentive Stock Options granted under the Plan shall be subject to
the $100,000 calendar year limit as set forth in Section 422(d) of the Code; to
the extent that any grant exceeds such $100,000 calendar year limit, the portion
of such granted Stock Option shall be deemed a Nonqualified Stock Option granted
pursuant to Article IV.

        5.3 Disqualifying Disposition. If Common Stock acquired upon exercise of
an Incentive Stock Option is disposed of by an Eligible Participant prior to the
expiration of either two (2) years from the Date of Grant of such Stock Option
or one (1) year from the transfer of shares to such Eligible Participant
pursuant to the exercise of such Stock Option, or in any other disqualifying
disposition within the meaning of Section 422 of the Code, such Eligible
Participant shall notify the Corporation in writing of the date and terms of
such disposition. A disqualifying disposition by an Eligible Participant shall
not affect the status of any other Stock Option granted under the Plan as an
incentive stock option within the meaning of Section 422 of the Code.

         5.4 Termination. Notwithstanding the provisions of Article VII, the
option period of an Eligible Participant's Incentive Stock Options shall
terminate no later than ninety (90) days after such Participant's Termination of
Service with the Corporation and its Affiliates; provided, that if such service
terminates by reason of the death or Disability of the Participant, then the
option period of such Participant's Incentive Stock Options shall terminate no
later than twelve (12) months after such termination by reason of death or
Disability.

                                   ARTICLE VI
                   EXERCISE OF STOCK OPTIONS; RESTRICTED STOCK

         6.1      Exercise of Options.

         (a) Options granted to employees, consultants, and Nonemployee
Directors shall be exercisable in accordance with the terms of the applicable
Option Agreement.

         (b) Except as otherwise provided in Section 14.2, a Stock Option may be
exercised solely by the Participant during his lifetime or after his death by
the person or persons entitled thereto under his will or the laws of descent and
distribution.

         (c) The purchase price of the shares as to which a Stock Option is
exercised shall be paid in full at the time of the exercise. The full purchase
price of shares purchased shall be paid upon exercise of the Stock Option in
cash, or, with the consent of the Committee, with shares of Common Stock
previously owned by the Participant or, with the consent of the Committee, by a
combination of cash and such shares. Additionally, the Committee in its sole
discretion may provide for payment of the exercise price, (a) by loans from the
Corporation or (b) by authorizing a third party to sell the shares (or a
sufficient portion thereof) acquired upon exercise of a Stock Option, and
assigning the delivery to the Corporation of a sufficient amount of the sale
proceeds to pay for all the shares acquired through such exercise and any tax
withholding obligations resulting from such exercise. No holder of a Stock
Option shall be, or have any of the rights or privileges of, a shareholder of
the Corporation in respect of any shares subject to any Stock Option unless and
until certificates evidencing such shares shall have been issued by the
Corporation to such holder.

         6.2 Restricted Stock. Each Option Agreement may contain or otherwise
provide for conditions giving rise to the forfeiture of Common Stock acquired
pursuant to an Option Agreement granted hereunder or otherwise and such
restrictions on the transferability of shares of the Common Stock acquired
pursuant to an Option Agreement hereunder or otherwise as the Committee in its
sole and absolute discretion shall deem proper and advisable. Such conditions
giving rise to forfeiture may include, but need not be limited to, the
requirement that the Participant render substantial


                                       5

services to the Corporation or its Affiliates for a specified period of time.
Such restrictions on transferability may include, but need not be limited to,
options and rights of first refusal in favor of the Corporation and shareholders
of the Corporation, other than the Participant who is a party to the particular
Option Agreement relating to such share of Common Stock or a subsequent holder
of the shares of Common Stock who is bound by such Option Agreement. Such
Certificates for shares of Common Stock, when issued, may have the following
legend, or statements of other applicable restrictions, endorsed thereon, and
may not be immediately transferable:

         The shares of Stock evidenced by this certificate have been issued to
         the registered owner in reliance upon written representations that
         these shares have been purchased for investment. These shares may not
         be sold, transferred, or assigned unless, in the opinion of the
         Corporation or its legal counsel, such sale, transfer, or assignment
         will not be in violation of the Securities Act of 1933, as amended,
         applicable rules and regulations of the Securities and Exchange
         Commission, and any applicable state securities laws.

                                   ARTICLE VII
                             TERMINATION OF SERVICE

         Upon the Termination of Service of a Participant for any reason, the
specific Option Agreement shall govern the treatment of any unexercised Stock
Options. In the event of such a termination, the Committee may, in its
discretion, provide for the extension of the exercisability of a Stock Option
for any period that is not beyond the applicable expiration date thereof,
accelerate the vesting or exercisability of a Stock Option, eliminate or make
less restrictive any restrictions contained in a Stock Option, waive any
restriction or other provision of this Plan or a Stock Option or otherwise amend
or modify the Stock Option in any manner that is either (a) not adverse to such
Participant or (b) consented to by such Participant.

         Except as otherwise set forth above, or as provided in Section 5.4 with
respect to Incentive Stock Options, a Participant's Stock Options may be
exercised as follows in the event of such Participant's Termination of Service:

                  (a) Death. In the event of the Participant's death prior to
         Termination of Service, all unmatured installments of Stock Options
         outstanding shall thereupon automatically be accelerated and
         exercisable in full, and the Stock Options may be exercised for a
         period of twelve (12) months after the Participant's death or until
         expiration of the option period (if sooner), by the Participant's
         estate or personal representative(s), or by the person(s) who acquired
         the right to exercise the Stock Option by bequest or inheritance or by
         reason of the Participant's death;

                  (b) Disability. In the event of a Participant's (other than a
         Nonemployee Director) Termination of Service as the result of
         Disability, then all unmatured installments of Stock Options
         outstanding shall thereupon automatically be accelerated and
         exercisable in full, and the Stock Options may be exercised by such
         Participant or his guardian or legal representative for a period of
         twelve (12) months after such termination or until expiration of the
         option period (if sooner);

                  (c) Termination for Cause. In the event of the Participant's
         Termination for Cause, then all unvested Stock Options, or any unvested
         portion thereof, shall not be exercisable and shall thereupon
         immediately terminate; and

                  (d) Other Termination. In the event of a voluntary Termination
         of Service by a Participant (including as a result of retirement by
         that Participant) or Termination of Service of a Participant by the
         Corporation or its Affiliate for any other reason, then all vested
         Stock Options may be exercised for a period of three (3) months after
         such termination or until expiration of the option period (if sooner)
         and upon such date, all of the Participant's outstanding Stock Options
         shall thereupon immediately terminate.

Notwithstanding the foregoing, an individual grant of a Stock Option to a
Participant under the Plan may provide, pursuant to the terms of the particular
Option Agreement, more restrictive terms than those contained in this Plan
concerning any exercise of such Stock Option with respect to any Termination of
Service by such Participant.


                                       6


                                  ARTICLE VIII
                           AMENDMENT OR DISCONTINUANCE

         Subject to the limitations set forth in this Article VIII, the
Committee may at any time and from time to time, without the consent of the
Participants, alter, amend, revise, suspend, or discontinue the Plan in whole or
in part. In the event of any amendment to the Plan, the holder of any Stock
Option outstanding under the Plan shall, upon request of the Committee and as a
condition to the exercisability thereof, execute a conforming amendment in the
form prescribed by the Committee to any Option Agreement relating thereto within
such reasonable time as the Committee shall specify in such request.
Notwithstanding anything contained in this Plan to the contrary, unless required
by law, no action contemplated or permitted by this Article VIII shall adversely
affect any rights of Participants or obligations of the Corporation to
Participants with respect to any Stock Options theretofore granted under the
Plan without the consent of the affected Participant.

                                   ARTICLE IX
                               EFFECT OF THE PLAN

         Neither the adoption of this Plan nor any action of the Committee shall
be deemed to give any employee, consultant or Nonemployee Director any right to
be granted a Stock Option or to purchase or receive Common Stock of the
Corporation or any other rights except as may be evidenced by an Option
Agreement, or any amendment thereto, duly authorized by and executed on behalf
of the Corporation and then only to the extent of and upon and subject to the
terms and conditions expressly set forth therein.

                                    ARTICLE X
                                      TERM

         The Plan shall be submitted to the Corporation's stockholders for their
approval; adoption of the Plan by the Corporation and the award of any Option
Agreement hereunder shall be subject to and conditioned upon such stockholders'
approval of the Plan. Unless sooner terminated by action of the Board, the Plan
will terminate on the 31st day of December, 2011. Stock Options under the Plan
may not be granted after that date, but Stock Options granted before that date
will continue to be effective in accordance with their terms and conditions.

                                   ARTICLE XI
                               CAPITAL ADJUSTMENTS

         If at any time while the Plan is in effect or unexercised Stock Options
are outstanding there shall be any increase or decrease in the number of issued
and outstanding shares of Common Stock through the declaration of a Stock
Dividend or through any recapitalization resulting in a stock split-up,
combination, or exchange of shares of Common Stock, then and in such event:

                        (i) An appropriate adjustment shall be made in the
                  maximum number of shares of Common Stock then subject to being
                  awarded under grants pursuant to the Plan, to the end that the
                  same proportion of the Corporation's issued and outstanding
                  shares of Common Stock shall continue to be subject to being
                  so awarded; and

                       (ii) Appropriate adjustments shall be made in the number
                  of shares of Common Stock and the exercise price per share
                  thereof then subject to purchase pursuant to each such Stock
                  Option previously granted and unexercised, to the end that the
                  same proportion of the Corporation's issued and outstanding
                  shares of Common Stock in each instance shall remain subject
                  to purchase at the same aggregate exercise price.

         Any fractional shares resulting from any adjustment made pursuant to
this Article XI shall be eliminated for the purposes of such adjustment. Except
as otherwise expressly provided herein, the issuance by the Corporation of
shares of its capital stock of any class, or securities convertible into shares
of capital stock of any class, either in connection with direct sale or upon the
exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Corporation convertible into such shares or other
securities, shall not affect, and no adjustment by reason thereof


                                       7

shall be made with respect to, the number of or exercise price of shares of
Common Stock then subject to outstanding Stock Options granted under the Plan.

                                   ARTICLE XII
                   RECAPITALIZATION, MERGER AND CONSOLIDATION

                  (a) The existence of this Plan and Stock Options granted
         hereunder shall not affect in any way the right or power of the
         Corporation or its stockholders to make or authorize any or all
         adjustments, recapitalizations, reorganizations or other changes in the
         Corporation's capital structure or its business, or any merger or
         consolidation of the Corporation, or any issue of bonds, debentures,
         preferred or prior preference stocks ranking prior to or otherwise
         affecting the Common Stock or the rights thereof (or any rights,
         options or warrants to purchase same), or the dissolution or
         liquidation of the Corporation, or any sale or transfer of all or any
         part of its assets or business, or any other corporate act or
         proceeding, whether of a similar character or otherwise.

                  (b) Subject to any required action by the stockholders, if the
         Corporation shall be the surviving or resulting corporation in any
         merger or consolidation, any outstanding Stock Option granted hereunder
         shall pertain to and apply to the securities or rights (including cash,
         property or assets) to which a holder of the number of shares of Common
         Stock subject to the Stock Option would have been entitled.

                  (c) In the event of any reorganization, merger or
         consolidation pursuant to which the Corporation is not the surviving or
         resulting corporation, or of any proposed sale of substantially all of
         the assets of the Corporation, there may be substituted for each share
         of Common Stock subject to the unexercised portions of such outstanding
         Stock Option that number of shares of each class of stock or other
         securities or that amount of cash, property or assets of the surviving
         or consolidated company which were distributed or distributable to the
         stockholders of the Corporation in respect of each share of Common
         Stock held by them, such outstanding Stock Options to be thereafter
         exercisable for such stock, securities, cash or property in accordance
         with their terms. Notwithstanding the foregoing, however, the
         Committee, in its sole discretion, may cancel all such Stock Options as
         of the effective date of any such reorganization, merger or
         consolidation, or of any such proposed sale of substantially all of the
         assets of the Corporation, or of any dissolution or liquidation of the
         Corporation, and either:

                        (i) give notice to each holder thereof or his personal
                  representative of its intention to cancel such Stock Options
                  and permit the purchase during the thirty (30) day period next
                  preceding such effective date of any or all of the shares
                  subject to such outstanding Stock Options, including shares as
                  to which such Stock Options would not otherwise be
                  exercisable; or

                       (ii) pay the holder thereof an amount equal to a
                  reasonable estimate of an amount (hereinafter the "Spread")
                  equal to the difference between the net amount per share
                  payable in such transaction or as a result of such
                  transaction, less the exercise price of such Stock Options. In
                  estimating the Spread, appropriate adjustments to give effect
                  to the existence of the Stock Options shall be made, such as
                  deeming the Stock Options to have been exercised, with the
                  Corporation receiving the exercise price payable thereunder,
                  and treating the shares receivable upon exercise of the
                  Options as being outstanding in determining the net amount per
                  share. In cases where the proposed transaction consists of the
                  acquisition of assets of the Corporation, the net amount per
                  share shall be calculated on the basis of the net amount
                  receivable with respect to shares of Common Stock upon a
                  distribution and liquidation by the Corporation after giving
                  effect to expenses and charges, including but not limited to
                  taxes, payable by the Corporation before such liquidation
                  could be completed.

                  (d) In the event of a "Change in Control" of the Corporation,
         then, notwithstanding any other provision in the Plan to the contrary,
         all unmatured installments of Stock Options outstanding shall thereupon
         automatically be accelerated and exercisable in full. Such acceleration
         of exercisability shall not apply to a given Stock Option granted to
         any Participant other than Nonemployee Directors if any surviving
         acquiring corporation agrees to assume such Stock Option in connection
         with the Change in Control. For the purposes of this Plan, a "Change in
         Control" shall mean any one of the following: (i) during any period of
         two (2)


                                       8

         consecutive years, individuals who, at the beginning of such period
         constituted the entire Board, cease for any reason (other than death)
         to constitute a majority of the directors, unless the election, or the
         nomination for election, by the Corporation's stockholders, of each new
         director was approved by a vote of at least a majority of the directors
         then still in office who were directors at the beginning of the period;
         (ii) any person or group of persons (i.e., two or more persons agreeing
         to act together for the purpose of acquiring, holding, voting or
         disposing of equity securities of the Corporation) (other than any
         "group" deemed to exist by virtue of aggregating the number of
         securities beneficially owned by any or all of the current directors of
         the Corporation (and the "Affiliates" of such directors, as that term
         is defined below) serving as such as of the date of this Plan
         (collectively, the "Exempt Group")) together with his or its
         Affiliates, becomes the beneficial owner, directly or indirectly, of
         50.1% or more of the voting power of the Corporation's then outstanding
         securities entitled generally to vote for the election of the
         Corporation's directors; (iii) the merger or consolidation of the
         Corporation with or into any other entity if the Corporation is not the
         surviving entity (or the Corporation is the surviving entity but voting
         securities of the Corporation are exchanged for securities of any other
         entity) and any person or group of persons (as defined above) (other
         than the Exempt Group), together with his or its Affiliates, is the
         beneficial owner, directly or indirectly, of 50.1% or more of the
         surviving entity's then outstanding securities entitled generally to
         vote for the election of the surviving entity's directors; or (iv) the
         sale of all or substantially all of the assets of the Corporation or
         the liquidation or dissolution of the Corporation. The term "Affiliate"
         with respect to any person shall mean any person that directly, or
         indirectly through one or more intermediaries, controls, or is
         controlled by, or is under common control with, the person specified.

                  (e) Notwithstanding sub-Section (c) above of this Article XII,
         in case the Corporation shall, at any time while any Stock Option under
         this Plan shall be in force and remain unexpired, (i) sell all or
         substantially all of its property or (ii) dissolve, liquidate, or wind
         up its affairs, then, provided that the Committee so determines in its
         sole discretion, each Participant may thereafter receive upon exercise
         hereof (in lieu of each share of Common Stock of the Corporation which
         such Participant would have been entitled to receive) the same kind and
         amount of any securities or assets as may be issuable, distributable or
         payable upon any such sale, dissolution, liquidation, or winding up
         with respect to each share of Common Stock of the Corporation. In the
         event that the Corporation shall, at any time prior to the expiration
         of any Stock Option, make any partial distribution of its assets in the
         nature of a partial liquidation, whether payable in cash or in kind
         (but excluding the distribution of a cash dividend payable out of
         retained earnings or earned surplus and designated as such), then in
         such event the exercise prices then in effect with respect to each
         option shall be reduced, as of the payment date of such distribution,
         in proportion to the percentage reduction in the tangible book value of
         the shares of the Corporation's Common Stock (determined in accordance
         with generally accepted accounting principles) resulting by reason of
         such distribution; provided, that in no event shall any adjustment of
         exercise prices in accordance with the terms of the Plan result in any
         exercise prices being reduced below the par value per share of the
         Common Stock.

                  (f) Upon the occurrence of each event requiring an adjustment
         of the exercise price and/or the number of shares purchasable pursuant
         to Stock Options granted pursuant to the terms of this Plan, the
         Corporation shall mail forthwith to each Participant a copy of its
         computation of such adjustment which shall be conclusive and shall be
         binding upon each such Participant, except as to any Participant who
         contests such computation by written notice to the Corporation within
         thirty (30) days after receipt thereof by such Participant.

                                  ARTICLE XIII
                    OPTIONS IN SUBSTITUTION FOR STOCK OPTIONS
                          GRANTED BY OTHER CORPORATIONS

         Stock Options may be granted under the Plan from time to time in
substitution for such stock options held by employees of a corporation who
become or are about to become employees of the Corporation or an Affiliate as
the result of a merger or consolidation of the employing corporation with the
Corporation or an Affiliate or the acquisition by either of the foregoing of
stock of the employing corporation as the result of which it becomes an
Affiliate. The terms and conditions of the substitute options so granted may
vary from the terms and conditions set forth in this Plan to such extent


                                       9


as the Committee at the time of grant may deem appropriate to conform, in whole
or in part, to the provisions of the options in substitution for which they are
granted.

                                   ARTICLE XIV
                            MISCELLANEOUS PROVISIONS

       14.1 Other Compensation Plans. The adoption of this Plan shall not affect
any other stock option or incentive or other compensation plans in effect for
the Corporation or any Affiliate, nor shall the Plan preclude the Corporation or
any Affiliate from establishing any other forms of incentive or other
compensation plans.

       14.2 Exercise of Stock Options. Stock Options granted under the Plan may
be exercised during the option period, at such times and in such amounts, in
accordance with the terms and conditions and subject to such restrictions as are
set forth herein and in the applicable Option Agreements.

       14.3 Assignability. A Stock Option granted to a Participant optionee may
not be transferred or assigned other than by will or the laws of descent and
distribution or, with respect to a Nonqualified Stock Option, pursuant to the
terms of a qualified domestic relations order as defined by the Code or Title I
of ERISA, or the rules thereunder, or, with respect to an Incentive Stock
Option, by the Participant or his legally authorized representative during the
Participant's lifetime. The Committee may, in its discretion, authorize all or a
portion of the Stock Options granted to a Participant to be on terms which
permit transfer by such Participant to (A) the spouse, ex-spouse, children, step
children or grandchildren of the Participant ("Immediate Family Members"), (B) a
trust or trusts for the exclusive benefit of one or more Immediate Family
Members, or (C) a partnership or limited liability company in which one or more
Immediate Family Members are the only partners or members, so long as (i) the
Option Agreement evidencing any option granted pursuant to this Plan is approved
by the Committee and expressly provides for transferability in a manner
consistent with this Section 14.2 and (ii) subsequent transfers of such option
shall be prohibited except for transfers by will or the laws of descent and
distribution. Furthermore, the Committee may, in its discretion, authorize all
or a portion of the Stock Options granted to a Participant to be on terms which
permit transfer by such Participant to other entities or persons to whom the
Committee may in its discretion permit transfers of the option. Notwithstanding
any provision contained herein to the contrary, in the case of an Incentive
Stock Option, any transfer or assignment may occur only to the extent it will
not result in disqualifying such option as an incentive Stock Option under
Section 422 of the Code, or any successor provision. Any attempted assignment or
transfer in violation of this Section 14.2 shall be null and void.

       14.4 Investment Intent. The Corporation may require that there be
presented to and filed with it by any Participant(s) under the Plan, such
evidence as it may deem necessary to establish that the Stock Options granted or
the shares of Common Stock to be purchased or transferred are being acquired for
investment purposes and not with a view to their distribution.

       14.5 Allotment of Shares. The Committee shall determine the number of
shares of Common Stock to be offered from time to time by grant of Stock Options
to Participants under the Plan. The grant of a Stock Option to a Participant
shall not, by itself, be deemed either to entitle the Participant to, or to
disqualify the Participant from, participation in any other grant of Stock
Options under the Plan.

       14.6 No Right to Continue Employment. This Plan does not constitute a
contract of employment. Nothing in the Plan or in any Stock Option confers upon
any employee the right to continue in the employ of the Corporation or any of
its Affiliates or interferes with or restricts in any way the right of the
Corporation or any of its Affiliates to discharge any employee at any time
(subject to any contract rights of such employee).

       14.7 Stockholders' Rights. The holder of a Stock Option shall have none
of the rights or privileges of a stockholder except with respect to shares which
have been actually issued.

       14.8 Tax Requirements. Any Participant who exercises any Stock Option
shall be required to pay the Corporation the amount of all taxes which the
Corporation is required to withhold as a result of the exercise of the Stock
Option. With respect to an Incentive Stock Option, in the event of a subsequent
disqualifying disposition of Common Stock within the meaning of Section 422 of
the Code, such payment of taxes may be made in cash, by check or through the
delivery of shares of Common Stock which the employee then owns, which shares
have an aggregate Fair Market


                                       10

Value equal to the required withholding payment, or any combination thereof.
With respect to the exercise of a Nonqualified Stock Option, the Participant's
obligation to pay such taxes may be satisfied by the following, or any
combination thereof: (i) the delivery of cash to the Corporation in an amount
necessary to satisfy the required tax withholding obligation of the Corporation
and/or (ii) the actual delivery by the exercising Participant to the Corporation
of shares of Common Stock which the Participant owns and/or the Corporation's
withholding of a number of shares to be delivered upon the exercise of the Stock
Option), which shares so delivered or withheld have an aggregate Fair Market
Value which equals or exceeds (if necessary to avoid the issuance of fractional
shares) the required tax withholding payment. Any such withholding payments with
respect to the exercise of a Nonqualified Stock Option made by a Participant in
cash or by actual delivery of shares of Common Stock shall be required to be
made within thirty (30) days after the delivery to the Participant of any
certificate representing the shares of Common Stock acquired upon exercise of
the Stock Option.

       14.9 Indemnification of Committee. No current or previous member of the
Committee, nor any officer or employee of the Corporation acting on behalf of
the Committee, shall be personally liable for any action, determination, or
interpretation taken or made in good faith with respect to the Plan, and all
such members of the Committee and each and any officer or employee of the
Corporation acting on its behalf shall, to the extent permitted by law, be fully
indemnified and protected by the Corporation in respect of any such action,
determination or interpretation. The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such
individuals may be entitled under the Corporation's Certificate of Incorporation
or Bylaws, as a matter of law, or otherwise.

       14.10 Restrictions. This Plan, and the granting and exercise of Stock
Options hereunder, and the obligation of the Corporation to sell and deliver
Common Stock under such Stock Options, shall be subject to all applicable
foreign and United States laws, rules and regulations, and to such approvals on
the part of any governmental agencies or stock exchanges or transaction
reporting systems as may be required. No Common Stock or other form of payment
shall be issued with respect to any Stock Option unless the Corporation shall be
satisfied based on the advice of its counsel that such issuance will be in
compliance with applicable federal and state securities laws and the
requirements of any regulatory authority having jurisdiction over the securities
of the Corporation. Unless the Stock Options and Common Stock covered by this
Plan have been registered under the Securities Act of 1933, as amended, each
person exercising a Stock Option under this Plan may be required by the
Corporation to give a representation in writing in form and substance
satisfactory to the Corporation to the effect that he is acquiring such shares
for his own account for investment and not with a view to, or for sale in
connection with, the distribution of such shares or any part thereof. If any
provision of this Plan is found not to be in compliance with such rules, such
provision shall be null and void to the extent required to permit this Plan to
comply with such rules. Certificates evidencing shares of Common Stock delivered
under this Plan may be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations
and other requirements of the Securities and Exchange Commission, any securities
exchange or transaction reporting system upon which the Common Stock is then
listed or quoted, and any applicable federal, foreign and state securities law.
The Committee may cause a legend or legends to be placed upon any such
certificates to make appropriate reference to such restrictions.

       14.11 Gender and Number. Where the context permits, words in the
masculine gender shall include the feminine and neuter genders, the plural form
of a word shall include the singular form, and the singular form of a word shall
include the plural form.

       14.12 Headings. Headings of articles and sections hereof are inserted for
convenience of reference and constitute no part of the Plan.


                                       11


         IN WITNESS WHEREOF, the Corporation has caused this instrument to be
executed as of the 31st day of December, 2001 by its Chief Executive Officer
pursuant to prior action taken by the Board.

                                       TOREADOR RESOURCES CORPORATION


                                       By: /s/ G. THOMAS GRAVES III
                                           ------------------------------------
                                           President and Chief Executive Officer

Attest:

/s/ GERRY F. CARGILE
- -------------------------------
Secretary


                                       12

EX-10.9

                                                                    EXHIBIT 10.9

                              AMENDMENT NUMBER ONE
                                     TO THE
                         TOREADOR RESOURCES CORPORATION
                             2002 STOCK OPTION PLAN


         THIS AMENDMENT NUMBER ONE TO THE TOREADOR RESOURCES CORPORATION 2002
STOCK OPTION PLAN (this "Amendment"), dated as of May 30, 2002 is made and
entered into by Toreador Resources Corporation, a Delaware corporation (the
"Company"). Terms used in this Amendment with initial capital letters that are
not otherwise defined herein shall have the meanings ascribed to such terms in
the Toreador Resources Corporation 2002 Stock Option Plan (the "Plan").

                                    RECITALS

WHEREAS, Article VIII of the Plan provides that the Board of Directors of the
Company (the "Board") may amend the Plan at any time; and

WHEREAS, the Board desires to amend the Plan to more clearly reflect its
original intent to grant Nonemployee Directors of the Corporation or its
affiliates automatic stock options under one stock option plan; and

NOW, THEREFORE, in accordance with Article VIII of the Plan, the Company hereby
amends the Plan as follows:

1. Article IV of the Plan is hereby amended effective May 30, 2002 by deleting
said Article in its entirety and substituting in lieu thereof the following:

                  4.1 Eligibility. The Committee shall, from time to time,
         select the particular officers, key employees, and key consultants of
         the Corporation and its Affiliates to whom the Stock Options are to be
         granted and/or distributed in recognition of each such Participant's
         contribution to the Corporation's or the Affiliate's success.
         Nonemployee Directors who do not elect to decline to participate
         pursuant to the following sentence will be eligible to receive Stock
         Options as provided in Section 4.2 of this Plan, unless such
         Nonemployee Directors receive similar Stock Options pursuant to another
         stock option plan of the Corporation or its Affiliates. A director
         otherwise eligible to participate in the Plan may make an irrevocable,
         one-time election, by written notice to the Committee within ten (10)
         days after his or her initial election to the Board, to decline to
         participate in the Plan.

                  4.2 Grant of Stock Options. All grants of Stock Options under
         this Article IV shall be awarded by the Committee. Each grant of Stock
         Options shall be evidenced by an Option Agreement setting forth the
         total number of shares subject to the Stock Option, the option exercise
         price, the term of the Stock Option, the vesting schedule, and such
         other terms and provisions as are approved by the Committee, but,
         except to the extent permitted herein, are not inconsistent with the
         Plan. In the case of an Incentive Stock Option, the Option Agreement
         shall also include provisions that may be necessary to assure that the
         option is an Incentive Stock Option under the Code. The Corporation
         shall execute Option Agreements upon instructions from the Committee.
         Any




         Nonemployee Director who does not, in accordance with Section 4.1,
         decline to participate and does not receive a similar Stock Option
         pursuant to another stock option plan of the Corporation or its
         Affiliates shall, on the date that is ten (10) days after his or her
         initial election as a director of the Corporation, automatically be
         granted a Stock Option to purchase 10,000 shares of Common Stock, as
         adjusted in accordance with Article XI. Any Nonemployee Director who
         does not, in accordance with Section 4.1, decline to participate and
         does not receive a similar Stock Option pursuant to another stock
         option plan of the Corporation or its Affiliates shall, on the date
         that is ten (10) days after an annual meeting of the Company,
         automatically be granted a Stock Option to purchase 10,000 shares of
         Common Stock, as adjusted in accordance with Article XI. The options
         will be granted at fair market value on the grant date and become
         exercisable, subject to certain conditions, in three (3) equal annual
         installments on the first three (3) anniversaries of the grant date and
         terminate ten (10) years from the grant date unless terminated sooner
         as a result of the death or termination of directorship of the holder
         thereof. If, on the Date of Grant of a Stock Option to a Nonemployee
         Director, fewer shares of Common Stock remain available for grant than
         are necessary to permit the grant of Stock Options to each person
         entitled to receive a Stock Option, then a Stock Option covering an
         equal number of whole shares of Common Stock, up to 10,000 shares,
         shall be granted to each Nonemployee Director who has not previously
         been granted a Stock Option.

                  4.3 Exercise Price. The exercise price for a Nonqualified
         Stock Option shall not be less than the Fair Market Value per share of
         the Common Stock on the Date of Grant. Subject to the terms of Section
         5.1 hereof, the exercise price for an Incentive Stock Option shall be
         equal to the Fair Market Value per share of the Common Stock on the
         Date of Grant. Notwithstanding anything to the contrary contained in
         this Section 4.3, the exercise price of each Stock Option granted
         pursuant to the Plan shall not be less than the par value per share of
         the Common Stock.

                  4.4 Option Period. The option period will begin and terminate
         on the respective dates specified by the Committee, but may not
         terminate later than ten (10) years from the Date of Grant. No Stock
         Option granted under the Plan may be exercised at any time after the
         expiration of its option period. The Committee may provide for the
         vesting and exercise of Stock Options in installments and upon such
         terms, conditions and restrictions as it may determine. In addition to
         the provisions contained elsewhere herein concerning automatic
         acceleration of unmatured installments of Stock Options, the Committee
         shall have the right to accelerate the time at which any Stock Option
         granted to a Participant shall become vested, or exercisable.



                           [Signature Page to Follow]


                                       2




IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed as
of the date first written above, by its Chief Executive Officer and Secretary
pursuant to prior action taken by the Board.

                                        TOREADOR RESOURCES CORPORATION


                                        By:     /s/ G. Thomas Graves III
                                                --------------------------------
                                        Name:   G. Thomas Graves III
                                        Title:  President and CEO


Attest:

/s/ Gerry Cargile
- -----------------------------


                                       3

EX-10.43

                                                                   EXHIBIT 10.43

                           CONTRACT FOR THE SUPPLY OF
                        CRUDE OIL FROM THE PARISIAN BASIN


BETWEEN:

ELF ANTAR FRANCE, having a share capital of 1,422,2 15,000 francs, registered
office Tour Elf, 2 place de la Coupole, La Defense 6,924OO COURBEVOIE, Nanterre
company number B 302 556 832 (hereinafter referred to as " the Purchaser"),
represented by Robert DUCHESNE, , acting in his capacity of Procurement and
Marketing Manager and duly authorised for the purposes hereof of the fast part
AND MIDLAND MADISON PETROLEUM COMPANY, general partnership with a share capital
of 1,000,OOO francs, registered office 16 Place Vendome, 75001 PARIS, Paris
company number B 391727 450 (hereinafter referred to as "the Vendor",
represented by Erik DALBIEZ , acting in his capacity of Manager and duly
authorised for the purposes hereof of the second part hereinafter collectively
referred to as 'the parties"

IT HAS BEEN AGREED AS FOLLOWS:

                                   DEFINITIONS

The parties agree that in this contract ("the contract") the terms hereinbelow
shall have the following meanings:

- - REPRESENTATIVE SAMPLE OF DAILY DELIVERIES:

     A sample taken by mixing and homogenizing samples from the Grandpuits
     refinery in trucks delivering between 0 and 2400H each day crude deriving
     from the same concession.

- - REPRESENTATIVE SAMPLE OF MONTHLY DELIVERIES:

     For pipeline deliveries, sampling done by an on-line automatic sampler
     associated with the outlet for crude conveyed by pipeline between OH of the
     first day of a given month and 2400H of the last day of the said month.

     For deliveries by truck, a sample taken by mixing and homogenizing samples
     from trucks from the same concession between OH of the first day of a given
     month and 2400 H of the last day of the said month.

- - DELIVERY FOR MONTH M:

     This corresponds to the volume of crude free of water and sediment
     expressed in barrels at 60" F (the barrel by M3 factor used shall be equal
     to 6.29) and delivered to Grandpuits between OH of the fast day of a given
     month and 2400H of the last day of the said month.

BATCH DELIVERED:

     Each batch delivered by pipeline corresponds to the sum of the consignments
     made daily from to 2400H between OH Monday and 2400H Sunday.

     At the beginning of the month, the batch delivered by pipeline shall
     consist of daily consi between OH00 on the first day of the month and 24HOO
     of the first Sunday. At the end month the batch delivered by pipeline shall
     consist of daily despatches between OH00 on Monday of the month and 24HOO
     of the last day of the month.


                                       1



- - CLOSURE OF THE GRANDPUITS REFINERY:

     For the purposes hereof the date of closure of the refinery shall be the
     date of expiration of the period of one month following notification of the
     Administration by the Purchaser of the decision to close pursuant to the
     Oil Industry Law of 92-1443 of December 31, 1992.

     In the event that the declaration of closure is made to the authorities
     after shipments are halted, the date of closure shall be deemed to be the
     date of receipt at the Le Havre oil terminus of the last tonne of oil
     imported for processing in the Grandpuits refinery.

- - CONCESSION: in this contract, the term "Concession " applies to all the
     following:

    - Exploration licence,

    - Exploitation concession,

1. PURPOSE OF CONTRACT

The Vendor agrees to sell the Producer and deliver to the Purchaser, and the
Purchaser agrees to buy from the Vendor, in accordance with the methods and
conditions set out herein, the portion of crude oil production extracted from
the concessions held by the Vendor as set out hereinafter :

                     CHAMPROSE (100%) and CHARMOTTES (100%)

The Vendor may additionally make an offer to the Purchaser by certified letter
with acknowledgment of receipt to buy from it all that part of the production it
is entitled to as new exploration in the Parisian basin for the term of the
contract under the same conditions as those herein for a crude of equivalent
quality. The Purchaser shall have a period of one month from receipt of the
Vendor's request to notify the Vendor by certified letter with acknowledgment of
receipt of its acceptance or rejection of the offer. Should the Purchaser
approve, the Contract shall be given a rider.

The Vendor may also make an offer to the Purchaser by certified letter with
acknowledgment of receipt to buy from it all its production sourced from the
Vendor's acquisition of already existing production in the Paris basin, for the
term of the contract under the same conditions as those herein for a crude of
equivalent quality. The Purchaser shall have a period of one month from receipt
of the Vendor's request to notify the Vendor by certified letter with
acknowledgment of receipt of its acceptance or rejection of the offer. Should
the Purchaser approve, the Contract shall be given a rider.

In the event that the production of crude oil the subject-matter of this
Contract, such as production of crude oil from new operations, should be shared
between several producers, only those portions of the production belonging to
the Vendor shall benefit from the terms hereof. In consequence thereof, the
Vendor agrees to inform the Purchaser by certified letter with acknowledgment of
receipt within one month of any changes of associates and any change in the
amount of its share in the concession.

In any event the Purchaser shall not be obliged to accept under the terms of
this contract a quantity of crude oil greater than 100,000 metric tonnes per
annum.

2. PRICE

The price P (in French Francs per US barrel of crude oil free of sediment and
water delivered in the Grandpuits refinery crude vats) shall be obtained by
applying the following formula:

                                   P=(A+B+C)xD

A is equal in value to the arithmetic mean of all average daily quotations (spot
assessment) of the Dated Brent published in Platt's Oil Market Wire during month
M + 1 for the month M deliveries



                                       2




The value of B is equal to : -1.50 USD/bbl (minus one dollar and sixty cents per
barrel).

The value of C is equal to 0 for pipeline deliveries and -0.30 USD/bbl (minus
thirty cents perfor truck deliveries.

D is equal in value to the arithmetic mean of all average daily quotations for
the exchange rate French francs of the US dollar, as indicated by the Banque de
France and subsequently published French Republic Official Gazette during month
M+ 1 (for the month M deliveries).

Items A,B,C,D, and P shall be rounded up to two decimal places.

3. DUTIES AND TAXES

All duties, taxes, income tax, royalties or other charges on the contract crude
oil shall be borne by the Vendor.

4. INVOICING AND PAYMENT

The Vendor shall make out its invoices on the basis of net quantities received
at refinery by the Purchaser during a given month.

Payment for supply of crude oil under the Contract shall be made in French
francs in France by bank transfer.

Payment shall be made within six working days of the date of issue of the
invoice, which the Vendor agrees to send to the Purchaser by fax and post the
same day.

5. DETERMINATION OF QUANTITIES DELIVERED

The monthly quantities of crude oil free of water and sediment to be taken into
account for invoicing shall be determined :

     - For truck deliveries to the Grandpuits refinery on the basis of
     representative samples of the monthly deliveries corresponding to each
     Concession and quantities measured by weighing on the weighbridges at the
     Grandpuits refinery.

The weighbridges are approved MIS and calibrated twice a year, once in the
presence of the DRIIE

     - For pipeline deliveries to the Grandpuits refinery on the basis of
     analyses of the representative sample from each batch delivered in the
     month or in default thereof the representative sample from monthly
     deliveries corresponding to each Concession and quantities measured by an
     approved MIS counting system and transmitted by the operator of the
     Purchaser's pipeline.

The counting device is calibrated twice a year, once in the presence of the
DRIRE.

If the difference between 2 calibrations is greater than 0.2% the frequency of
calibration may by consent of both parties be increased to 3 months.

In the event of an anomaly detected by the Purchaser or the Vendor the
measurement of the quantities delivered by pipeline shall be made by both
parties on the basis of quantities measured by dipping in the transport vats.


                                       3




An estimate of the quantity delivered in month M shall be provided to the
Purchaser by the Vendor on the 15" of month M-l.

6. QUALITY

Analyses shall be carried out in accordance with the following methods :

Density:                        ASTM D5002
Water content:                        ASTM D4006
Sediment content:               ASTM D473
Salt content:                         ASTM D3230
REID Vapour Pressure:           ASTM D323
Pour point:                           ASTM D97

Crude oil deliveries should satisfy the following specifications:

- - Water content less than 0.5%

- - REID Vapour Pressure at 37.8 C less than 0.8 bar

- - Chloride content less than 100 mg of NaCl/l

- - Pour point < 6 C for pipeline transport.- the crude shall be of the quality
usually produced on the Concession and shall be known to be of commercial
quality.

- - the crude oil shall not have undergone other operations than pouring,
dehydration and de-salting.

- - Any addition of chemical products by the Vendor to the crude oil must have the
prior written approval of the Purchaser before use.

All trucks are to be checked by the Purchaser when being drained before
emptying.

Should water be present when draining the trunk the tank is drained before being
emptied or rejected by the Purchaser.

7. MONITORING CRUDE OIL QUALITY

For pipeline reception the monitoring of crude oil quality shall be carried out
by an independent laboratory approved by the parties, according to the methods
outlined in clause 6, upon the representative sample from each batch delivered
in the month or in default thereof upon the representative sample from monthly
deliveries, obtained by an automatic sampler at the start of the pipeline.

Each representative sample shall be divided into four samples each stored in a
sterile bottle and distributed as follows :

- - 1 for the Purchaser

- - 1 for the Vendor

- - 1 for the independent laboratory

- - 1 in reserve.

Each sample shall be sealed, labeled, and kept for a period of two months. In
the event that analysis results are disputed by either party the reserve sample
shall be analysed by a neutral laboratory, chosen by agreement of the parties.
The said laboratory's conclusions shall be binding on the parties.

Expenses arising from analyses of samples from pipeline deliveries shall be
borne by the Vendor.


                                       4

For truck reception the monitoring of the crude oil quality shall be by
analysis, using the methods outlined in clause 6, of the representative sample
from daily deliveries made by the refinery in accordance with the following
sampling rule:




    Monthly Reception per         Average Number of Trucks per
          Concession                          Day                    Number of Daily Samples
    ---------------------         ----------------------------       -----------------------
                                                               
            <1500                              <3                               1
          1500-4000                          3 to 6                             2
          4000-10000                        8 to 20                             3
  for each additional 10,000                  +20                              +1



The refinery shall keep the representative samples from monthly deliveries for
each Concession for a period of two months.

Analyses of samples from truck deliveries shall be at the Vendor's expense.

In the event that analysis results are disputed, the Vendor must notify the
Purchaser by the 15th of the month following the month of reception of the crude
oil at the latest. The said sample shall be analysed by a neutral laboratory,
chosen by agreement of the parties. The said laboratory's conclusions shall be
binding on the parties.

For both truck and pipeline reception: in the event that the first laboratory's
cost of analyses made by the second laboratory shall be borne by the party
making an objection or the Vendor if the crude is found not to be of the
required quality.

8. PRODUCTION CHARGES AND DATA TRANSFER.

With respect to Concessions operated by several producers or the transporting of
crude oil for a third party, production charges payable respectively to the
Vendor and other producers shall be calculated by application of the rules
hereinbelow.

For delivery on behalf of producers operating the same Concession, the quantity
of crude due to each producer is calculated monthly for each Concession by
multiplying the producer's share in the Concession by the total quantity of
crude free of water and sediment delivered over the month.

The quantities of crude free of water and sediment accepted for invoicing are
those calculated by the Grandpuits refinery for lorry deliveries and by the
pipeline operator for pipeline deliveries.

With respect to pipeline deliveries the monthly summary of "Gross" volumes and
net quantities sold by each producer of crude conveyed by pipeline shall be sent
by the pipeline operator to the Purchaser on the second working day of the month
following the month of delivery at the latest.

9. TRANSPORTING CRUDE AND TRANSFER OF OWNERSHIP

Transport shall be organised by the Vendor at its own-risk and expense in
compliance with the refinery's rules for the reception of crude (particularly
opening hours for "shipments" at the refinery).

The Vendor shall deliver and the Purchaser shall buy the contract quantities
brought to the entrance of the Grandpuits Refinery's storage facilities.



                                       5




The Purchaser shall become owner of the quantities delivered at the refinery and
all risks pertaining thereto shall be are to be borne by the operator by it when
the crude oil passes the connecting flange of the storage facilities at the
refinery.

10. ASSIGNMENT OF CONTRACT

Neither the Purchaser nor the Vendor may assign all or part of their rights or
obligations under the Contract to any other company without having first
obtained the written consent of the other party.

However, no prior approval of the Vendor or the Purchaser shall be necessary in
the event of assignment to one of the affiliated companies of either party.

"Affiliated Company" means any company in which either party holds directly or
indirectly more than 50% of the capital.

In the event of assignment, the Purchaser and/or the Vendor shall remain jointly
liable to the other party for full performance of the Contract by the assignee
company.

11. TERM OF CONTRACT

This contract shall take effect on 01/01/97.

It is agreed to have a term of three years.

It may then be renewed automatically for periods of one year unless notice is
given by certified letter with acknowledgment of receipt by either of the
parties at least six months before the due date.

12. STORAGE AND TRANSPORT BY PLIF

In the event of repudiation of the contract by the Purchaser the Vendor agrees
to transport the crude oil produced by the Vendor between Grandpuits and
Gargenville via the PLIF (Ile de France Pipeline). The said agreement shall
result in signature by both parties of a transport contract with a term of 96
months, within six months of repudiation of the Contract.

The services provided for in the said transport contract shall include:

- - storage and handling at Grandpuits

- - transport via PLIF in regular batches not less than 20,000 m3 in size

- - storage and handling at Gargenville.

They shall be invoiced at rates comparable to those practised in the petroleum
profession for identical services, taking into account the costs relating to
logistic constraints upon the Purchaser, especially but not exhaustively:

- - operations preliminary to placing the crude on line.

- - Working over the pipeline.


                                       6



It is hereby agreed that:

    - during the first period of 48 months the Purchaser may not repudiate the
    transport contract save for force majeure. During the second period of 48
    months the Purchaser may repudiate the transport contract at 6 months'
    notice.,

    - however, in the event of closure of the GRANDPUITS refinery, the Purchaser
    may repudiate the transport contract at 2 years' notice during the first
    period of 48 months and at 6 months' notice during the second period of 48
    months.


13. EQUITY CLAUSE

If during the term of the Contract one of the parties considers itself no longer
able to continue performance of the same, solely for reasons beyond its control
having the effect of causing it to suffer costs that should not in conscience be
imposed upon it, the party concerned shall notify the other by certitied letter
with acknowledgment of receipt, and both parties shall confer for the purpose of
adopting appropriate measures in the circumstances in their mutual interest.

If after two months from the date of receipt of the abovementioned letter, the
Parties fail to agree on the steps to be taken, the Contract may lawfully be
repudiated with no compensation payable at either party's demand at one month's
notice by certified letter with acknowledgment of receipt.

14. PRIOR CONTRACTS

This contract renders null and void and replaces any contract previously made
between the parties for the sale and transport of the crude which is the
subject-matter of the Contract.

15. GOVERNING LAW

French shall be the language of the contract.

The laws of France shall be applied to the interpretation and application of the
terms of the Contract.

16. JURISDICTION

In the event of dispute over the interpretation or performance hereof the
Tribunal de Commerce at Paris shall have sole jurisdiction.

17. FORCE MAJEURE

If either party cannot undertake or continue performance of all or part of its
obligations and intends to avail itself of a claim of force majeure it is
obliged to advise the other party immediately.

It must do so by the most rapid means and confirm by certified letter with
acknowledgment of receipt, providing evidence of the unforeseeable, unavoidable
and external nature of the event that renders it incapable of undertaking or
continuing performance of its obligations.

In any event the affected party must use its best endeavors to remedy the
non-performance of its obligations.



                                       7




The following shall be deemed to be cases of force majeure :

- - Strikes or other social unrest, whatever the cause thereof, even if the
problems can yielding to the workers' demands ;

- - Natural disasters, fire, or explosion;

The periods for which performance of the said obligations is delayed shall be
added to the normal term of the Contract, but may not in any circumstances be
greater than 6 months. Beyond that period each of the parties shall have the
right to repudiate the Contract.



DATED December 26 1996
SIGNED AT Paris (two original copies)
For MIDLAND MADISON

/s/ Eric Dalbiez
- --------------------------------
ERIC DALBIEZ
For ELF ANTAR FRANCE

/s/ Robert Duchesne
- --------------------------------
ROBERT DUCHESNE



                                       8




                                   RIDER NO. 1
                  CONTRACT FOR THE SUPPLY OF PARISIAN CRUDE OIL
                                   12/26/1996

BETWEEN:

ELF ANTAR FRANCE, a public limited company with a share capital of 1,422,2
15,QOO francs, registered office Tour Elf, 2 place de la Coupole, LA Defense
6,924OO COURBEVOIE, Nanterre company number B 302 556 832 (hereinafter referred
to as " the Purchaser"), represented by Robert DUCHESNE, , acting in his
capacity of Purchasing outlets Manager and duly authorised for the purposes
hereof of the first part

AND MADISON / CHART ENERGY, limited partnership with a capital of I,781,400
francs, registered office situate at 16 Place Vendome, 75001 PARIS, Paris
company number B 391 727 450 (hereinafter referred to as "the Vendor",
represented by Erik DALBIEZ , acting in his capacity of Chief Executive Officer
of Madison Oil France plc, Manager of Madison / Chart Energy, and duly
authorised for the purposes hereof of the second part hereinafter collectively
referred to as "the parties".

It has been agreed as follows:

     A. PURPOSE OF CONTRACT

The contract for the supply of Parisian crude oil dated December 26, 1996 is
hereby amended to take account of the transfer to the Vendor of the EAEPF share
in the wells and concessions at Neocomien as from 01/10/97.

In consequence whereof clauses 1 and 2 of the contract dated December 26, 1996
are henceforth expressed as follows:

1. PURPOSE OF CONTRACT

The Vendor agrees to sell and deliver to the Purchaser, and the Purchaser agrees
to buy from the Vendor, in accordance with the methods and conditions set out
herein, the portion of crude oil production extracted from the concessions held
by the Vendor as set out hereinafter:

                  - CHAMPROSE               100%
                  - CHARMOTTES              100%
                  - NEOCOMIEN               100%

                  (SAINT FIRMIN, CHATEAURENARD, CHUELLES and COURTENAY)

The Vendor may additionally make an offer to the Purchaser by certified letter
with acknowledgment of receipt to buy from it all that part of the production it
is entitled to as new exploration in the Parisian basin for the term of the
contract under the same conditions as those herein for a crude of equivalent
quality. The Purchaser shall have a period of one month from receipt of the
Vendor's request to notify the Vendor by certified letter with acknowledgment of
receipt of its acceptance or rejection of the offer. Should the Purchaser
approve, a rider shall be added to the Contract.

The Vendor may also make an offer to the Purchaser by certified letter with
acknowledgement of receipt to buy from it all its production sourced from the
Vendor's acquisition of already exis the Paris basin, for the term of the
contract under the same conditions as those herein fo equivalent quality. The
purchaser shall have a period of one month from receipt of the request to notify
the Vendor by certified letter with acknowledgment of receipt of its acceptance
or rejection of the offer. Should the Purchaser approve, a rider shall be added
to the Contract.



                                       9




In the event that the production of crude oil the subject-matter of this
Contract, such as production of crude oil from new operations, should be shared
between several producers, only those portions of the production belonging to
the Vendor shall benefit from then terms hereof. In consequence thereof, the
Vendor agrees to inform the Purchaser by certified letter with acknowledgment of
receipt within one month of any changes of associates and-any change in the
amount of its share in the concession.

In any event the Purchaser shall not be obliged to accept under the terms of
this contract a quantity of crude oil greater than 100,000 metric tonnes per
annum.

2. PRICE

The price P (in French Francs per US barrel of crude oil free of sediment and
water delivered in the Grandpuits refinery crude vats) shall be obtained by
applying the following formula:

                                   P=(A+B+C)xD

A is equal in value to the arithmetic mean of all average daily quotations (spot
assessment) of the Dated Brent published in Platt's Oil Market Wire during month
M + 1 for the month M deliveries.

The value of B is equal to: - 1.60 USD/bbl (minus one dollar and sixty cents
per barrel) for the crude from the fields of:

CHAMPROSE
CHARMOTTES

The value of B is equal to: -2.15 USD/bbl (minus two dollars fifteen cents per
barrel) for the crude from the fields of:

NEOCOMIEN (SAINT FIRMM, CHATEAURENARD, CHUELLES and COURTENAY)

The value of C is equal to 0 for pipeline deliveries and -0.30 USD/bbl (minus
thirty cents per barrel) for truck deliveries.

D is equal in value to the arithmetic mean of all average daily quotations for
the exchange rate in French francs of the US dollar, as indicated by the Banque
de France and subsequently published in the French Republic Official Gazette
during month M+ 1 (for the month M deliveries).

Items A,B,C,D, and P shall be rounded to two decimal places.

     B. EFFECTIVE DATE OF THIS RIDER

This rider shall take effect on October 1, 1997.

The other terms of the contract dated December 26, 1996 shall remain unchanged.

DATED March 30, 1998
SIGNED AT Paris (two copies)
For MADISON / CHART ENERGY For ELF ANTAR FRANCE

/s/ Erik Dalbiez
- --------------------------------
ERIK DALBIEZ

/s/ Robert Duchesne
- --------------------------------
ROBERT DUCHESNE.



                                       10




                                   RIDER NO. 2
                TO THE CONTRACT FOR SUPPLY OF PARISIAN CRUDE OIL

BETWEEN:

ELF ANTAR FRANCE, a public limited company having a share capital of 1,422,2
15,000 francs, registered office Tour Elf, 2 place de la Coupole, La Defense
6,924OO COURBEVOIE, Nanterre company number B 302 556 832 (hereinafter referred
to as " the Purchaser"), represented by Patrick NICOLAS, acting in his capacity
of Purchasing Logistics Manager and duly authorised for the purposes hereof of
the first part

AND MADISON / CHART ENERGY, limited partnership with a capital of
1,78 1,400 francs, registered office 13/15 boulevard de la Madeleine, 75001
PARIS, Paris company number B 391 727 450 (hereinafter referred to as "the
Vendor", represented by Etik DALBIEZ , acting in his capacity of Chief Executive
Officer of Madison Oil France plc, Manager of Madison I Chart Energy, and duly
authorised for the purposes hereof of the second part hereinafter collectively
referred to as 'the parties"

It has been agreed as follows:

A. PURPOSE OF THE CONTRACT

The contract for supply of Parisian crude oil dated December 26,1996 and the
rider of March 30,1998 are hereby amended to take account of the following
amendments:

- - review of the pricing formula.

- - Changes to the payment schedule (dependent on the period for determining
item A)

- - Amendment of the contractual payment schedule.

- - Insertion of a confidentiality clause,

In consequence whereof clauses 2,4 and 11 of the contract dated December 26,
1996 and the rider of March 30,1998 and the new clause 18 are henceforth
expressed as follows:

"2. PRICE

2.1 The price P (in French Francs per US barrel of crude oil free of sediment
    and water delivered in the Grandpuits refinery crude tanks) shall be
    obtained by applying the following formula: P=(A+B+C)xT/D

2.2 A is equal in value to the arithmetic mean of all average daily quotations
    (spot assessment) of the Dated Brent published in Platt's Oil Market Wire
    during month M for the month M deliveries

2.2 1 For crude from the fields of:

         CHAMPROSE
         CHARMOTTES

The value of B is defined as follows:

B= -l $US/bbl if A be less than or equal to $l0/bbl
B= -A/ $ US l0/bbl if A be greater than $l0/bbl and if A be less than $20/bbl
B= -$ US 2/bbl if A be greater than or equal to $20/bbl

2.22 For crude from the fields of:

NEOCOMIEN (SAINT FIRMM, CHATEAURENARD, CHUELLES and COURTENAY) The value of B is
defined as follows:


                                       11



B= - $ US 1.25/ bbl if A be less than or equal to $l0/bbl
B= -A/ $ US 8/bbl if A be greater than $10/bbl and if A be less than $21/bbl
B= - $ US 2.625 / bbl if A be greater than or equal to $21/bbl

2.3 The value of C is equal to 0 for pipeline deliveries and -0.30 USD/bbl
(minus, thirty cents per barrel) for truck deliveries.

2.4 D is equal in value to the arithmetic mean of all average daily quotations
for the exchange rate in US dollars of the Euro, as indicated by the Banque
Centrale Europbemre and subsequently published in the French Republic Official
Gazette during month M (for the month M deliveries).

2.5 The rate of conversion of the Euro into francs, T = 6.55957 FF/Euro.

2.6 If the Platt quotations and the dollar quotations cease to be published, the
parties shall confer as soon as possible to agree on the necessary amendments to
this contract.

2.7 Rounding rules:

Item D shall be rounded to four decimal places.

If the fifth decimal is greater than or equal to 5, the fourth decimal shall be
rounded up,

If the fifth decimal is less than 5, the fourth decimal shall remain unchanged.

Item A shall be rounded to two decimal places,

Item B shall be rounded to two decimal places,

Item P shall be rounded to two decimal places,

If the third decimal is greater than or equal to 5, the second decimal shall be
rounded up,

If the third decimal is less than 5, the second decimal shall remain unchanged.

2.8 The Purchaser's option with respect to the period for fixing A and D

If during a given month M-l the value A exceeds $15 / bbl the Purchaser shall
have the option of reverting for month M deliveries to a reference period "month
M + 1" for the quotations used in the calculation of A and D. In that case the
Purchaser shall inform the Vendor, by facsimile or certified letter with
acknowledgment of receipt, of the altered reference period before the 8" working
day of month M.

4. INVOICING AND PAYMENT

The Vendor shall make out its invoices on the basis of net quantities expressed
in full barrels and received at refinery by the Purchaser during a given month.
Payment for supply of crude oil under the Contract shall be made in French
francs in France by bank transfer.
Payment shall be made within six working days of the date of issue of the
invoice, which the Vendor agrees to send to the Purchaser by facsimile and post
the same day.

11 TERM OF CONTRACT

This contract shall take effect on 01/03/99 and shall remain in force until
31/12/2002. It may then be renewed automatically for periods of one year unless
notice is given by with acknowledgment of receipt by either of the parties at
least six months before the due date.

18. CONFIDENTIALITY CLAUSE.

Information given by the parties pursuant to this contract must be considered
confidential and may



                                       12




not in any circumstances given by the Purchaser or the Vendor to third parties,
without the written consent of the other party.

Similarly, all associates of the Purchaser or the Vendor must observe
professional secrecy with respect to all information to which they are privy
pursuant to this contract save with the prior written authority of the other
party.

It is agreed that the confidentiality undertakings as defined in this clause
shall remain valid for the whole term of this contract and remain in force for
two years after the expiration of the said contract."

B. CLAUSES IN FORCE

The other terms of the contract dated December 26, 1996 and the rider dated
March 30, 1998 which are not amended by this rider remain in force.

DATED March 29, 1999
SIGNED AT Paris La Dkfense (two copies)
For MADISON / CHART ENERGY

/s/ Eric Dalbiez
- -----------------------------------
Erik DALBIEZ
For ELF ANTAR FRANCE

/s/Patrick Nicolas
- -----------------------------------
Patrick NICOLAS



                                       13

                                   APPENDIX 1
                           INVOICING AND PAYMENT TERMS

1) INVOICING

As of the signature of this Scale Agreement, the Seller shall send the
Purchaser:

     a) an invoice for an amount of USD 9,670,OOO (nine million six hundred and
     seventy thousand United States dollars) to which VAT shall be added. VAT
     shall be calculated on the equivalent in French francs of said sum
     converted at the rate in force as published in the Journal Oficiel
     [Official gazette of laws and regulations] by Banque de France on the date
     of invoicing.

     b) an invoice for an amount of USD 330,000 (three hundred and thirty
     thousand United States dollars).

2) INCOME FROM THE SALE OF CRUDE

As of the signature of this Sale and Assignment Agreement, the Seller shall
cancel all of the invoices made for transitional purposes for quantities of oil
delivered to refinery between 1 October 1997 and 31 May 1998. It shall replace
them with invoices for the same quantities, established on the basis of the
conditions concluded between the Purchaser and Elf Antar France, the amount of
which, calculated in dollars, shall be deducted from the second payment provided
for in Article 3(ii) hereinbelow. The Purchaser shall invoice Elf Antar France
directly for the quantities delivered to refinery as of 1 June 1998.

3) PAYMENT OF THE PRICE

Payment shall be made according to the following terms:

     (i) 1st instalment: within ten working days of the execution of this Sale
     and Assignment Agreement, the Purchaser shall pay the Seller the sum of USD
     330,000 (three hundred and thirty thousand United States dollars)

     (ii) 2nd instalment: within ten working days as of the signature of this
     Sale and Assignment Agreement the Purchaser shall pay the Seller the sum of
     USD 5,670,OOO (five million six hundred and seventy thousand United States
     dollars), from which shall be deducted the income collected by the Seller
     as described in Article 2 hereinabove.

     (iii) Payment of the outstanding balance:

The remainder of the price, i.e. USD 4,000,OOO (four million United States
dollars) (the Balance) shall be the subject of seven half-yearly payments of a
unitary amount of USD 571,400 (five hundred and seventy-one thousand four
hundred United States dollars) adjusted by a coefficient determined by the
arithmetical average (P) of all of the Brent daily spot assessments published in
Platts Oil Market Wider during the previous calendar half-year.



                                       25



The applicable coefficients, functions of the value of P, shall be as follows:




  PRICE PER BARREL            COEFFICIENT
 ------------------           -----------
                               
       P < or = 12.50               0%
  12.5 < P < or = 13.50            15%
  13.5 < P < or = 14.50            35%
  14.5 < P < or = 15.50            55%
  15.5 < P < or = 16.50            70%
  16.5 < P < or = 17.50            85%
  17.5 < P < or = 18.50           100%
  18.5 < P < or = 19.50           120%
  19.5 < P < or = 20.50           140%
  20.5 < P < or = 21.50           160%
  21.5 < P < or = 22.50           180%
       P > 22.50                  200%


The seven payments shall fall on the following due dates:

January 31, 1999
July 31, 1999
January 31, 2000
July 31, 2000
January 31, 2001
July 31, 2001
January 31, 2002

On the hypothesis that the application of the preceding conditions does not
allow exhaustion of the Balance and interest on the last due date, namely
January 3 1, 2002, the Purchaser shall pay the Vendor a royalty calculated on
the basis of 2 USD (two dollars) per barrel produced, at an average Brent price
of between USD 17.50 and USD 18.50. Payment of that royalty shall fall on the
following dates :

                  July 31, 2002
                  January 31, 2003
                  July 31, 2003
                  January 31, 2004

The royalty shall be adjusted by a coefficient taking into account of the
average Brent price over-the preceding calendar week, the adjustment
coefficients being the same as those stipulated in the scale above. Royalties
paid shall be deductible from the Balance and no royalty shall be owed and
interest are paid off.

As of January 3 1, 1999 sums owed to the assignor shall be increased by interest
calculated on the basis of the LIBOR plus 1.75%. Interest owing on each due date
shall be calculated on the basis of sums owing on that due date only, the
balance of the interest incurred being payable on the final date, namely January
3 1, 2004.

The Purchaser may accelerate discharge of its debt at any time without penalty.
In the event of lasting decrease or stagnation, over and above current
conditions, of the price at which the Purchaser can release its production,
putting at risk the economic balance of this contract, the Parties shall confer
to modify the conditions contained in this paragraph 3(lii).
VAT owed by the Purchaser on the amount referred to in clause l(a) above shall
be certified as being transferred to Elf Antar France. As soon as Elf Antar
France shall have paid the amount to the Purchaser, the Purchaser shall on the
same day repay the same amount to the assignor.



                                       26

ELF AQUITAINE EXPLORATION PRODUCTION FRAME

Postal address:
P.O. Box 22-64170 Lacq
Telephone: +33 (0) 5 59 92 22 22
Central telex /Lacq 500 804

                                            MADISON CHART/Energy
                                            13-15 rue de la Madeleine
                                            75001 PARIS
                                            Attention : Mr E. DALBIEZ

Our ref.: EP/F/JUR - OL/No. 00.93
Re: Assignment agreement dated August 20, 1998

Dear Sir,

I am following up our conversations concerning the application of clause 3
"payment" in Schedule 1 (" invoicing and payment procedures") of the assignment
agreement dated August 20, 1998 re interest applicable when paying the balance
of the consideration in 7 instalments before January 3 1,2002, on the dates
specified in the said schedule 1.

In order to settle the issue, EAEPF and Madison CharVEnergy have agreed on the
following method of calculating the interest owing on each of the 5 instalments
accrued or accruing between Jamtary 3 1, 2000 and January 3 1,2002, noting that
calculation of the interest for the instalments between January 3 1, 1999 and
July 3 1 1999 is not in dispute and the said instalments are paid in full.

The sums owing to the assignor on each instalment date are to be increased by
interest calculated on the amount owing for the said in&&rent, as follows:

a) for the six month period leading up to the instalment date the rate of
interest shall be the USD Libor rate six month quote at London two working days
before the commencement of the said six month period plus 1.75%;

b) for the preceding six month periods, commencing on February 1, 1999 and
ending on the eve of the first day of the six month period referred to above in
a), the rate of interest shall be the six month USD Libor rate for each of the
six month periods since January 31 ,1999 previously used to calculate the
interest for payments made on preceding instalment dates with no margin applied;
c) the calculation of interest follows the LIBOR USD market rule: the amount
of interest owing is obtained by dividing the annual interest on a payment by
360 and multiplying the said amount by the number of days in each six month
period including the first and last day of the period being the instalment date
on which payment is due.

The amount of interest, determined in accordance with the aforementioned
conditions, is paid with the consideration payment corresponding to the
instalment date.

The said conditions are used to determine each invoicing of interest. A copy of
an invoice accompanied by an explanatory table showing the breakdown of interest
accrued and due hereto bv wav of illustration: the said invoice regularizes the
amount of interest owing at January 31, 2000 instalment date, for which a
provisional payment has been made of USD 37,486 January 31, 2000 value.



                                       27




If the whole of then balance and interest be not repaid on January 31,2002, the
said balance shall be repaid by application of payment and instalment dates
provided for in clause 1 of schedule 3 of the contract, together with interest
calculated in accordance with the provisions of paragraphs a), b) and c)
hereinabove.

This contractual letter supplements clause 3 of Schedule No. 1 of the assignment
agreement dated August 20, 1998.

I should be grateful if you would send back the duplicate of this letter with
your signature to indicate your agreement to these conditions.

Yours Faithfully,
DATED July 21, 2000
SIGNED AT Lacq (two copies)
For Elf aquitaine exploration
production france

/s/ C. Gueritte
- --------------------
C. GUERITTE

For Madison Chart Energy

/s/ Erik Dalbiez
- --------------------
E. DALBIEZ




                                       28

EX-10.53

Exhibit 10.53

SUMMARY SHEET: 2008 CHARLES J. CAMPISE ANNUAL BASE SALARY

Name	Title	2008 Base Salary
Charles J. Campise	Senior Vice President-Finance and Accounting and Chief Accounting Officer	$	210,000

EX-10.54

Exhibit 10.54

AMENDMENT NO. 1
TO THE OUTSIDE DIRECTOR RESTRICTED STOCK AWARD

TOREADOR RESOURCES CORPORATION
2005 LONG-TERM INCENTIVE PLAN

     This AMENDMENT NO. 1 (this “Amendment”) is made as of the 23rd day of January, 2008 by and between Toreador Resources Corporation, a Delaware corporation (the “Company”), and                                          (the “Participant”), to that certain Restricted Stock Award Agreement (the “Agreement”) by and between the Company and the Participant dated                           , 20     . Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement, or to the extent such terms are not defined in the Agreement, the meanings ascribed to such terms in the Toreador Resources Corporation 2005 Long-Term Incentive Plan (the “Plan”).

     WHEREAS, the Agreement may be amended if the amendment is in writing and signed by the Company and the Participant; and

     WHEREAS, the Company and the Participant desire to amend the Agreement’s vesting provisions to reflect changes approved by the Company’s Compensation Committee on January 23, 2008.

     NOW, THEREFORE, in consideration of the mutual promises, conditions and covenants contained herein and in the Agreement, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the Company and the Participant hereby amend the Agreement as follows:

     1. Section 3 of the Agreement shall be amended in its entirety to read as follows:

3.	Vesting. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares shall be vested as follows:
	[Vesting information to be provided in each individual agreement].
	Notwithstanding the foregoing, in the event that a Change in Control occurs, then immediately prior to the effective date of such Change in Control, the total restricted stock not previously vested shall thereupon immediately become vested.

     IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the day and year first set forth above.

TOREADOR RESOURCES CORPORATION
By:
	Name:
PARTICIPANT
By:
	Name:

2

EX-12.1

EXHIBIT 12.1

Computation of Ratio of Earnings to Fixed Charges

	December 31,
	2007			2006			2005			2004			2003
Earnings (loss):
Income from continuing	$	(81,466	)	$	1,475		$	7,833		$	(3,884	)	$	1,134
Add: Interest expense		4,291			891			—			1,414			1,651
Equity in earnings of unconsolidated sub		(22	)		(401	)		(222	)		18			(22	)
Less: Dividends		(162	)		(162	)		(684	)		(714	)		(500	)
Earnings as defined in Item 503 of Reg. S-K	$	(77,359	)	$	1,803		$	6,927		$	(3,166	)	$	2,263
Fixed Costs:
Interest expense	$	4,291		$	891		$	—		$	1,414		$	1,651
Dividends		162			162			684			714			500
Fixed costs as defined by Item 503 of Reg. S-K	$	4,453		$	1,053		$	684		$	2,128		$	2,151
Ratio of earnings to fixed		(17.37	)%		1.71	%		10.13	%		(1.49%	)		1.05	%
$ value of deficiency	$	81,812								$	(5,294	)

EX-21.1

EXHIBIT 21.1

TOREADOR RESOURCES CORPORATION
AND SUBSIDIARIES AS OF MARCH 2008

Company	Jurisdiction
Toreador Resources Corporation	Delaware
Toreador Exploration & Production Inc.	Texas
Tormin, Inc.	Delaware
Toreador Acquisition Corporation.	Delaware
Toreador Energy France SCS	France
Toreador Hungary Ltd.	Hungary
Toreador Exploration Ltd.	Cayman islands
Toreador Romania Ltd.	Cayman islands
Toreador Resources Corp. USA Sucursaia Bucuresti (Branch Office)	Romania
Toreador International Holdings Ltd.	Hungary
Toreador Turkey Ltd.	Cayman Islands
Toreador France, S.A.S.	France

EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We have issued our reports dated March 17, 2008, accompanying the consolidated financial statements and management’s assessment of the effectiveness of internal control over financial reporting included in the Annual Report of Toreador Resources Corporation on Form 10-K for the year ended December 31, 2007.  We hereby consent to the incorporation by reference of said reports in the Registration Statements of Toreador Resources Corporation, on Forms S-8 (File No. 333-14145, File No. 333-39309, File No. 333-88475, File No. 333-53632, File No. 333-99959, File No. 333-125050, and File No. 333-134144) and on Forms S-3 (File No. 333-52522, File No. 333-65720, File No. 333-118376, File No. 333-118377, and File No. 333-129628).

/s/ Grant Thornton LLP

Houston, Texas
March 17, 2008

EX-23.2

EXHIBIT 23.2

CONSENT OF LAROCHE PETROLEUM CONSULTANTS, LTD.,
INDEPENDENT PETROLEUM ENGINEERS

As independent petroleum engineers, we hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-14145, 333-39309, 333-88475, 333-53632, 333-99959, 333-125050 and 333-134144) and on Form S-3 (Nos. 333-52522, 333-65720, 333-118376, 333-118377 and 333-129628) of Toreador Resources Corporation of our estimates of reserves included in the Annual Report on Form 10-K and to all references to our firm included in this Annual Report.

/s/ LaRoche Petroleum Consultants, Ltd.

LAROCHE PETROLEUM CONSULTANTS, LTD. 

Dallas, Texas
March 17, 2008

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Nigel J. Lovett, certify that:

(1)	I have reviewed this annual report on Form 10-K of Toreador Resources Corporation;
(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operation and cash flows of the registrant as of, and for, the periods presented in this report;
(4)	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 17, 2008

/s/ Nigel J. Lovett

Nigel J. Lovett

President and Chief Executive Officer

(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Charles J. Campise, certify that:

(1)	I have reviewed this annual report on Form 10-K of Toreador Resources Corporation;
(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operation and cash flows of the registrant as of, and for, the periods presented in this report;
(4)	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 17, 2008

Charles J. Campise

Senior Vice President — Finance & Accounting and

Chief Accounting Officer

(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Toreador Resources Corporation (the “Company”), does hereby certify, to such officer’s knowledge, that: the Annual Report on Form 10-K, for year ended December 31, 2007 (the “Form 10-K”) of the Company fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-K.

Dated: March 17, 2008

/s/ Nigel J. Lovett

Nigel J. Lovett

President and Chief Executive Officer
(Principal Executive Officer)

Dated: March 17, 2008

/s/ Charles J. Campise

Charles J. Campise

Senior Vice President-Finance &

Accounting and

Chief Accounting Officer

(Principal Financial Officer)

The foregoing certification is being furnished as an exhibit to the Form 10-K pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, is not being filed as part of the Form 10-K for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

EX-99.5

Exhibit 99.5

HUNGARIAN MINING BUREAU
DEPARTMENT OF MINING, GAS INDUSTRY AND CONSTRUCTION

1036/3/2007
Administrator: Dr. Kálmán Barátosi

Toreador Hungary Ltd.

To Mr. Travis Wetzlaugk
managing director

Budapest
Szabadság tér 7.
1054

Dear Mr. Wetzlaugk:

In response to your questions dated July 9, 2007 I hereby inform you on the following:

In the period in question as many as 72 requests were filed with the Mining Bureau for the delineation of mining plots. Eight requests were rejected due to non-compliance with the request for additional information, the lack of a final exploration report, the lack of an environmental license, or due to regional incompatibility with the mining rights of another entity.

Please be aware of the above information.

Dated in Budapest on August 13, 2007.

Sincerely yours,

(illegible signature)
Dr. Zoltán Káldi
head department (deputy)